2005 COMPENSATION PLAN FOR OUTSIDE CONSULTANTS
1. PURPOSE
OF PLAN
1.1 This 2005 Compensation Plan for Outside Consultants (the
"Plan") of
Custom Branded Networks, Inc., a Nevada
corporation (the "Company") for persons
that render outside consulting services to the
Company, is intended to advance
the best interests of the Company by providing outside consultants with
compensation for bone fide consulting services rendered to the Company.
2. DEFINITIONS
2.1 For Plan purposes, except where the context might clearly
indicate
other wise, 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. If no committees have
been established the Board will designate one member of
the Board as the Plan
Administrator. The Committee shall be composed of
three 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, $.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.
"Company" shall mean Custom Branded Networks, Inc., a Nevada corporation.
"Common Stock" shall mean shares of common
stock which are issued by the Company
pursuant to Section 5, below.
"Common Stockholder" means the consultant to the Company to whom shares of
Common Stock are issued pursuant to this Plan.
"Common Stock Agreement" means an agreement
executed by a Common Stockholder and
the Company 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.
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3. ADMINISTRATION
OF THE PLAN
3.1 The Committee shall administer the
Plan and accordingly, it shall have
full power to grant Common Stock issuances, 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 grant 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, or in any Common
Stock
agreement, 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 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.
3.6 No member of the Committee shall be
liable for any act or omission of
any other member of the Committee or for any act or
omission on his own part,
including, but not limited to, the exercise
of any power or discretion given to
him under the Plan, except those resulting from his own gross
negligence or
willful misconduct.
3.7 The Company, through its management, shall supply full and timely
information to the Committee on all matters relating to the
eligibility of
persons to receive Common Stock under the Plan ("Plan
Participants"), their
duties and performance, and current information on any Plan Participant's
termination of association with the Company, and such other pertinent
information as the Committee may require. The Company shall furnish the
Committee with such clerical and other assistance as is necessary in the
performance of its duties hereunder.
4. SHARES
SUBJECT TO THE PLAN
4.1 The total number of shares of the Company available for
grants of
Common Stock under the Plan shall be 20,000,000 Common Shares, subject
to
adjustment in accordance with Article 7 of
the Plan, which shares may be either
authorized but unissued or re-acquired Common Shares of the Company.
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5. AWARD
OF COMMON STOCK
5.1 The Board or Committee from time to
time, in its absolute discretion,
may award Common Stock to outside consultants of the Company. All such
recipients of Common Shares shall be collectively
referred to throughout this
Plan as Plan Participants. The Board or Committee, as the case maybe, is
specifically authorized to grant the issuance of Common
Stock under this Plan,
as compensation that would otherwise be payable to the Plan
Participants in
exchange for their services to the Company.
5.2 Common Stock shall be issued only pursuant to a Common Stock
Agreement, which shall be executed by the
Common Stockholder and the Company and
which shall contain such terms and conditions as the
Board or Committee shall
determine consistent with this Plan,
including such restrictions on transfer as
are imposed by the Common Stock Agreement.
5.3 Upon delivery of the shares of
Common Stock to the Common Stockholder,
below, the Common Stockholder shall have,
unless otherwise provided by the Board
