Exhibit 10.45
FAMILY
ROOM ENTERTAINMENT CORPORATION
2008
CONSULTING AND LEGAL SERVICES PLAN
1. Purpose
of the
Plan. The
purpose of the 2008 Consulting and Legal Services Plan
(“Plan”) of Family Room Entertainment, a New
Mexico 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.
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