UBROADCAST, INC.
2009 STOCK OWNERSHIP
PLAN
ARTICLE 1.
ESTABLISHMENT AND PURPOSE
1.1
ESTABLISHMENT OF THE PLAN. ubroadcast,
inc., a Delaware corporation (the "Company"), hereby establishes an
incentive compensation plan (the "Plan"), as set forth in this
document.
1.2
PURPOSE OF THE PLAN. The purpose of the Plan is
to promote the success and enhance the value of the Company by
linking the personal interests of Participants to those of the
Company's shareholders, and by providing Participants with an
incentive for outstanding performance. The Plan is further intended
to attract and retain the services of Participants upon whose
judgment, interest, and special efforts the successful operation of
the Company and its subsidiaries is dependent.
1.3
EFFECTIVE DATE OF THE PLAN. The Plan shall become effective
on August 24, 2009.
Whenever used in the Plan, the following terms
shall have the meanings set forth below and, when the meaning is
intended, the initial letter of the word is capitalized:
(a)
"Award" means, individually or collectively, a grant under this
Plan of Stock or Restricted Stock.
(b)
"Award Agreement" means an agreement which may be entered into by
each Participant and the Company, setting forth the terms and
provisions applicable to Awards granted to Participants under this
Plan.
(c)
"Board" or "Board of Directors" means the Company's Board of
Directors.
(d)
"Consultant" means a natural person under contract with the Company
to provide bona fide services to the Company which are not
in connection with the offer or sale of securities in a
capital-raising transaction and do not directly or indirectly
promote or maintain a market for the Company's
securities.
(e)
"Director" means any individual who is a member of the Company's
Board of Directors.
(f)
"Eligible Person" means an Employee, Director or
Consultant.
(g)
"Employee" means any officer or employee of the Company or of one
of the Company's Subsidiaries. Directors who are not otherwise
employed by the Company shall not be considered Employees under
this Plan.
(h)
"Employment," with reference to an Employee, means the condition of
being an officer or employee of the Company or one of its
Subsidiaries. "Employment," with reference to a Consultant, means
the condition of being a Consultant. "Employment," with reference
to a Director, means the condition of being a Director. The change
in status of an Eligible Person among the categories of Employee,
Director and Consultant shall not be deemed a termination of
Employment.
(i)
"Participant"
means a person who holds an outstanding Award granted under the
Plan.
(j)
"Plan" means this
2009 Stock Ownership Plan.
(k)
"Restricted Stock" means
an Award of Stock granted to an Eligible Person pursuant to Article
6 herein.
(l)
"Restriction Period" means the period
during which Shares of Restricted Stock are subject to restrictions
or conditions under Article 6.
(m) "Shares"
or "Stock" means the shares of common stock of the
Company.
ARTICLE 3.
SHARES SUBJECT TO THE PLAN
3.1
NUMBER OF SHARES. Subject to adjustment as
provided in Section 3.3 herein, the number of Shares available for
grant under the Plan shall not exceed twenty-five million
(25,000,000) Shares. The Shares granted under this Plan may be
either authorized but unissued or reacquired Shares.
3.2
LAPSED AWARDS. If any Award granted under this
Plan is canceled, terminates, expires, or lapses for any reason,
Shares subject to such Award shall be again available for the grant
of an Award under the Plan.
3.3
ADJUSTMENTS IN AUTHORIZED PLAN SHARES. In the event of
any merger, reorganization, consolidation, recapitalization,
separation, liquidation,
