Exhibit 10.13
MOTIVNATION, INC.
2009 CONSULTING AND LEGAL SERVICES
PLAN
1. Purpose
of the
Plan. The
purpose of the 2009 Consulting and Legal Services Plan
(“Plan”) of MotivNation, Inc., a Nevada corporation,
(“Company”) is to provide the Company with a means of
compensating selected key consultants and legal service providers
to the Company and its subsidiaries for their services rendered
with shares of Common Stock of the Company.
2. Administration
of the
Plan. The
Plan shall be administered by the Company’s Board of
Directors (the “Board”).
2.1 Award
or Sales of shares. The Company’s Board shall (a)
select those consultants legal service providers to whom shares of
the Company’s Common Stock shall be awarded or sold, and (b)
determine the number of shares to be awarded or sold; the time or
times at which shares shall be awarded or sold; whether the shares
to be awarded or sold will be registered with the Securities and
Exchange Commission; and such conditions, rights of repurchase,
rights of first refusal or other transfer restrictions as the Board
may determine. Each award or sale of shares under the
Plan may or may not be evidenced by a written agreement between the
Company and the persons to whom shares of the Company’s
Common Stock are awarded or sold.
2.2 Consideration
for Shares. Shares of the Company’s Common Stock
to be awarded or sold under the Plan shall be issued for services
rendered, having a value not less than par value thereof, as shall
be determined from time to time by the Board in its sole
discretion.
2.3 Board
Procedures. The Board from time to time may adopt such
rules and regulations for carrying out the purposes of the Plan as
it may deem proper and in the best interests of the
Company. The Board shall keep minutes of its meetings
and records of its actions. A majority of the members of
the Board shall constitute a quorum for the transaction of any
business by the Board. The Board may act at any time by
an affirmative vote of a majority of those members
voting. Such vote shall be taken at a meeting (which may
be conducted in person or by any telecommunication medium) or by
written consent of Board members without a meeting.
2.4 Finality
of Board Action. The Board shall resolve all questions
arising under the Plan. Each determination,
interpretation, or other action made or taken by the Board shall be
final and conclusive and binding on all persons, including, without
limitation, the Company, its stockholders, the Board and each of
the members of the Board.
2.5 Non-Liability
of Board Members. No Board member shall be liable for
any action or determination made by him in good faith with respect
to the Plan or any shares of the Company’s Common Stock sold
or awarded under it.
2.6 Board
Power to amend, Suspend, or Terminate the Amendment to the
Plan. The Board may, from time to time, make such
changes in or additions to the Plan as it may deem proper and in
the best interests of the Company and its
Stockholders. The Board may also suspend or terminate
the Plan at any time, without notice, and in its sole
discretion.
