exhibit10_1.htm


    

      INTERNATIONAL
        CONSOLIDATED COMPANIES INC.

      


      2007
        EMPLOYEE STOCK BENEFIT PLAN

      


      INTERNATIONAL
        CONSOLIDATED COMPANIES, INC. (a Florida corporation), hereby adopts The 2007
        Employee Stock Benefit Plan International Consolidated Companies Inc. (the
        “Plan”) this 21st day
        of
        November 2007.  Under the Plan, the Company may issue stock, or grant
        options to acquire the Company 's common stock, without nominal or par value
        (the "Stock" ), from time to time to employees (including officers and
        directors) of the Company or its subsidiaries, all on the terms and conditions
        set forth herein ("Benefits").  In addition, at the discretion of
        the Board of Directors, Benefits may from time to time be granted under this
        Plan to other individuals, including consultants or advisors, who contribute
        to
        the success of the Company or its subsidiaries but are not employees of the
        Company or its subsidiaries, provided that bona fide services shall be rendered
        by consultants and advisors and such services must not be in connection with
        the
        offer or sale of securities in a capital-raising transaction.  Furthermore,
        no stock may be issued, or option granted, under the benefit plan to
        consultants, advisors, or other persons who directly or indirectly promote
        or
        maintain a market for the Company's securities.

      


      1.
         Purpose of the Plan.  The Plan is intended to aid the Company in
        maintaining and developing a management team, attracting qualified officers,
        employees, consultants and key advisors capable of contributing to the future
        success of the Company, and rewarding those individuals who have contributed
        to
        the success of the Company.  The Company has designed this Plan to aid it
        in retaining the services of executives and employees and in attracting new
        personnel when needed for future operations and growth and to provide such
        personnel with an incentive to remain employees of the Company, to use their
        best efforts to promote the success of the Company's business, and to provide
        them with an opportunity to obtain or increase a proprietary interest in
        the
        Company.  It is also designed to permit the Company to reward those
        individuals who are not employees of the Company but who management perceives
        to
        have contributed to the success of the Company or who are important to the
        continued business and operations of the Company.  The above goals will be
        achieved through the granting of Benefits.

      


      2.
         Administration.  The Plan shall be administered by a Plan
        Administrator and Plan Committee appointed by the Board of Directors of the
        Company (the “Board”) which shall keep the minutes of its proceedings with
        regard to the Plan and all records, documents, and data pertaining to its
        administration of the Plan.  A majority of the members of the Committee
        shall constitute a quorum for the transaction of business, and the vote of
        a
        majority of those members present at any meeting shall decide any question
        brought before that meeting.  In addition, the Committee may take any
        action otherwise proper under the Plan by the affirmative vote, taken without
        a
        meeting, of a majority of its members.  Any decision or determination
        reduced to writing and signed by a majority of the members shall be as effective
        as if it had been made by a majority vote at a meeting properly called and
        held.
 All questions of interpretation and application of the Plan shall be
        subject to the determination of the Committee.  The actions of the
        committee in exercising all of the rights, powers and authorities set out
        in
        this Plan, when performed in good faith and in its sole judgment, shall be
        final, conclusive, and binding on the parties.

      


      3.
         Shares of Stock Subject to this Plan.  A total of One Million Two
        Hundred Thousand (1,200,000) Shares of Common Stock may be subject to, or
        issued
        pursuant to, Benefits granted under this Plan.  If any right to acquire
        Stock granted under this Plan is exercised by the delivery of shares of Stock
        or
        the relinquishment of rights to shares of Stock, only the net shares of Stock
        issued (the shares of stock issued less the shares of Stock surrendered)
        shall
        count against the total number of shares reserved for issuance under the
        terms
        of this Plan.

      


      4. Eligibility.
         The Plan Administrators may grant Benefits to employees, officers, and
        directors of the Company and its subsidiaries, as may be existing from time
        to
        time, and to other individuals who are not employees of the Company or its
        subsidiaries , including consultants and advisors, provided that such
        consultants and advisors render bona fide services to the Company or its
        subsidiaries and such services are not rendered in connection with the offer
        or
        sale of securities in a capital-raising transaction, or for establishing,
        maintaining or promoting a public market for the Company's securities.  In
        any case, the Plan Administrators shall determine, based on the foregoing
        limitations and the Company's best interests, which employees, officers,
        directors, consultants and advisors are eligible to participate in this Plan.
         Benefits shall be in the amounts, and shall have the rights and be subject
        to the restrictions, as may be determined by the Plan Administrators, all
        as may
        be within the provisions of this Plan.

      


      5.
         Authority to Grant Stock Awards.  The Committee, in its discretion
        and subject to the provisions of the Plan may, from time to time, grant to
        eligible individuals of the Company Stock Awards.  The Board may award and
        issue shares of Common Stock under the Plan in fulfillment of such Stock
        Awards.
 Stock Awards may be made in lieu of cash compensation or as additional
        compensation.  Stock Awards may also be made pursuant to performance-based
        goals established by the Board.

      


      Subject
        only to any applicable limitations set forth in the Plan, the number of shares
        of Common Stock covered by any Stock Award shall be determined by the
        Committee.

      


      7.  Stock/Option
        Awards.

      


      (a.) 
        Awards in Lieu of Compensation.  The Committee may grant Common Stock or
        Options to Purchase Common Stock, to an Eligible Individual under the Plan,
        without any payment by the individual, in lieu of certain cash compensation
        or
        as additional compensation. The Stock Award is subject to appropriate tax
        withholding.  After compliance with the tax withholding requirements, a
        stock certificate shall be issued to the individual recipient of the Stock
        Award.  The certificate shall bear such legend, if any, as the Board
        determines is reasonably required by applicable law. Prior to receipt of
        a Stock
        Award, the individual must comply with appropriate requests of the Board
        to
        assure compliance with all relevant laws.

      


      (b.)
         Performance Based Awards.  The Board may award shares of Common
        Stock, without any payment for such shares, to designated individuals if
        specified performance goals established by the Board are satisfied.  The
        designation of an employee eligible for a specific performance-based Stock
        Award
        shall be made by the Board in writing prior to the beginning of the twelve-month
        period for which the performance is measured.  The Board shall establish
        the number of shares to be issued to a designated employee if the performance
        goal is met.  The Board must certify in writing that a performance goal has
        been met prior to issuance of any certificate for a performance-based Stock
        Award to any employee.  If the Board certifies the entitlement of an
        employee to the performance-based Stock Award, the certificate shall be issued
        to the employee as soon as administratively practicable, and subject to other
        applicable provisions of the Plan, including but not limited to, all legal
        requirements and tax withholding.  Performance goals determined by the
        Board may be based on specified increases in revenue, net profits, stock
        price, Company or segment sales, market share, earnings per share, return
        on
        equity and/or business development milestones.

      


      8. 
        Registration.  The Company may, but shall not be obligated to, register any
        securities covered by a Stock Award, pursuant to the Securities Act of 1933
        (as
        now in effect or as hereafter amended) and, in the event any shares are
        registered, the Company may remove any legend on certificates representing
        these
        shares.  The Company shall not be obligated to take any other affirmative
        action in order to cause the Stock Award to comply with any law or regulation
        of
        any governmental authority.

      


      9.  Federal
        Tax Considerations.

      


      (a.)  Withholding.
 If
        the grant of a Benefit hereunder, or exercise of an Option given as a Benefit
        is
        subject to withholding or other trust fund payment requirements of the Internal
        Revenue Code of 1986, as amended (the "Code”), or  applicable
        state or local laws, the Company will initially pay the Grantee's liability
        and
        will be reimbursed by Grantee no later than six months after such liability
        arises and Grantee hereby agrees to such reimbursement terms.

      


      (b.)  Compliance
        with Section
        409A of the Internal Revenue Code.  To the extent that the Board determines
        that any Option granted under the Plan is subject to Section 409A of the
        Code,
        the Option Agreement evidencing such Option shall incorporate the terms and
        conditions necessary to avoid the consequences specified in
        Section 409A(a)(1) of the Code.  To the extent practicable and without
        adverse effects on the Plan or on Option-holders, the Plan and Option Agreements
        shall be interpreted in a manner that avoids taxation under Section 409A
        of the
        Code and Department of Treasury regulations and other interpretive guidance
        issued thereunder, including without limitation any such regulations or other
        guidance that may be issued or amended after the Effective Date.
 Notwithstanding any provision of the Plan to the contrary, in the event
        that following the Effective Date the Board determines that any Option may
        be
        subject to Section 409A of the Code and related Department of Treasury
        guidance (including such Department of Treasury guidance as may be issued
        after
        the Effective Date), the Board may adopt such amendments to the Plan and
        the
        applicable Option Agreement or adopt other policies and procedures (including
        amendments, policies and procedures with retroactive effect), or take any
        other
        actions, that the Board determines are necessary or appropriate to
        (i) exempt the Option from Section 409A of the Code and/or preserve
        the intended tax treatment of the benefits provided with respect to the Option,
        or (ii) comply with the requirements of Section 409A of the Code and Department
        of Treasury regulations and other interpretive guidance issued thereunder,
        including without limitation any such regulations or other guidance that
        may be
        issued or amended after the Effective Date.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      10.
         Dilution or Other Adjustment.  The shares of Stock subject to this
        Plan are subject to proportionate adjustment in the event of a stock dividend
        on
        the Stock or a change in the number of issued and outstanding shares of Stock
        as
        a result of a stock split, consolidation, or other
        recapitalization.

      


      11. 
        Employment Obligation.  The granting of any Stock Award shall not impose
        upon the Company any obligation to employ or continue to employ any grantee;
        and
        the right of the Company to terminate the employment of any officer or other
        employee shall not be diminished or affected by reason of the fact that a
        Stock
        Award has been granted to him.

      


      12. 
        Expiration and Termination of this Plan.  This Plan may be abandoned
        or terminated at any time by the Plan Administrators.  This Plan shall
        otherwise terminate on the earlier of the date that is five years from the
        date
        first appearing in this Plan or the date on which the Six Hundred Thousandth
        share is issued hereunder.

      


      13.  In
        addition to the restrictions imposed by Rule 144, Rule 701 or any other
        applicable rule or statute, including the Securities Act of 1933 as amended,
        the
        shares issued hereunder shall be held in escrow and released to the employ
        on
        the following schedule:

      


      Shares
        shall be released to beneficiaries of this plan in accordance with the
        directives of the Board of Directors at the time of the specific grant or
        award
        of stock.

      


      14.
         Amendment of this Plan.  This Plan may not be amended more than once
        during any six month period, other than to comport with changes in the Code
        or
        the Employee Retirement Income Security Act or the rules and regulations
        promulgated thereunder.  The Plan Administrators may modify and amend
        this Plan in any respect.