EXHIBIT
10.2 RUBICON FINANCIAL INCORPORATED 2009 ATTORNEYS
COMPENSATION PLAN
RUBICON FINANCIAL
INCORPORATED
2009 ATTORNEYS COMPENSATION
PLAN
1.
Purpose of Plan. This RUBICON FINANCIAL INCORPORATED 2009
ATTORNEYS COMPENSATION PLAN (the “ Plan ”) of
Rubicon Financial Incorporated, a Delaware corporation (the “
Company ”) for attorneys associated with the Company,
is intended to advance the best interests of the Company by
providing those persons who have a substantial responsibility for
providing legal services to the Company, with additional incentive
and by increasing their proprietary interest in the success of the
Company, thereby encouraging them to maintain their relationships
with the Company.
2.
Definitions. For Plan purposes, except where the context
might clearly indicate otherwise, the following terms shall have
the meanings set forth below:
“
Board ” shall mean the Board of Directors of the
Company.
“
Committee ” shall mean the Compensation Committee, or
such other committee appointed by the Board, which shall be
designated by the Board to administer the Plan, or the Board if no
committees have been established. The Committee shall be
composed of one or more persons as from time to time are
appointed to serve by the Board. Each member of the
Committee, while serving as such, shall be a disinterested person
with the meaning of Rule 16b-3 promulgated under the Securities
Exchange Act of 1934.
“
Common Shares ” shall mean the Company’s common
shares, $0.001 par value per share, or, in the event that the
outstanding Common Shares are hereafter changed into or exchanged
for different shares of securities of the Company, such other
shares or securities.
“
Common Stock ” shall mean shares of common stock which
are issued by the Company pursuant to Section 5, below.
“ Common Stock Agreement ”
means an agreement executed by a Common Stockholder and the
Company, or alternatively a board resolution setting forth the
terms of issuance, as contemplated by Section 5, below, which
imposes on the shares of Common Stock held by the Common
Stockholder such restrictions as the Board or Committee deem
appropriate.
“ Common Stockholder ”
means any attorney for the Company or other person to
whom shares of Common Stock are issued pursuant to this
Plan.
“
Company ” shall mean Rubicon Financial Incorporated ,
a Delaware corporation, and any subsidiary corporation of Rubicon
Financial Incorporated.
“ Fair
Market Value ” shall mean, with respect to the date a
given stock compensation is granted, the reported closing sales
prices of the Common Shares on the day before the grant date, as
reported by such responsible reporting service as the Committee may
select. The above withstanding, the Committee may
determine the Fair Market Value in such other manner as it may deem
more equitable for Plan purposes or as is required by applicable
laws or regulations. The Fair Market Value for purposes of the
issuance of common stock under this plan has been established to be
$0.08 per share on July 24, 2009.
3.
Administration of the Plan.
3.1 The
Committee shall administer the Plan and accordingly, it shall have
full power to grant Common Stock, construe and interpret the Plan,
establish rules and regulations and perform all other acts,
including the delegation of administrative responsibilities, it
believes reasonable and proper.
3.2 The
determination of those eligible to receive Common Stock, and the
amount, type and timing of each issuance and the terms and
conditions of the Common Stock Agreements shall rest in the sole
discretion of the Committee, subject to the provisions of the
Plan.
3.3 The
Board, or the Committee, may correct any defect, supply any
omission or reconcile any inconsistency in the Plan in the manner
and to the extent it shall deem necessary to carry it into
effect.
3.4 Any
decision made, or action taken, by the Committee or the Board
arising out of or in connection with the interpretation and
administration of the Plan shall be final and
conclusive.
3.5 Meetings
of the Committee shall be held at such times and places as shall be
determined by the Committee. 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 sha
