Exhibit 10.1
COLORADO GOLDFIELDS INC.
2008 EMPLOYEE AND DIRECTOR STOCK COMPENSATION
PLAN
1. PURPOSE . The purpose of this Compensation Plan for
Employees and Directors (the “Plan”) is (i) to
further the growth of Colorado Goldfields Inc. (the
“Company”) by allowing the Company to compensate
Employees and Directors who have provided bona fide services to the
Company, through the award of Common Stock of the Company, and to
(ii) attract, motivate, retain and reward quality employees,
officers and directors to acquire or increase a proprietary
interest in the Company in order to strengthen the mutuality of
interests between such persons and the Company’s
stockholders, and providing such persons with performance
incentives to expend their maximum efforts in the creation of
shareholder value.
2. ELIGIBLE PERSONS . The only persons eligible to receive stock
awards under this Plan and to become participants under this Plan
(“Eligible Persons”) shall be officers, directors and
employees of the Company and/or one or more of its subsidiaries, if
any.
3. ADMINISTRATION . This Plan shall not become effective until it
is approved by the Company’s Board of Directors. Once
the Plan has been approved by the Company’s Board of
Directors, the Plan shall be administered by a compensation
committee (“Committee”) consisting of at least two
persons to be appointed by the Board of Directors, one of whom is
an independent director, or in the absence of such a Committee, the
Plan shall be administered by the Board of Directors.
References herein to “Committee” shall be deemed
to refer to the Company’s Board of Directors at any time
there is no Committee appointed. The Committee shall have
full and final authority, in each case subject to and consistent
with the provisions of the Plan, to select Eligible Persons to
become participants under the Plan, grant stock awards to those
participants, determine the terms and conditions of, and all other
matters relating to awards of Company stock under the Plan, and
rules and regulations for the administration of the Plan, construe
and interpret the Plan and correct defects, supply omissions or
reconcile inconsistencies therein, and to make all other decisions
and determinations as the Committee may deem necessary or advisable
for the administration of the Plan. The Committee shall be
entitled to, in good faith, rely or act upon any report or other
information furnished to him or her by any other officer or
employee of the Company or a subsidiary, the Company’s
independent auditors, consultants or any other agents assisting in
the administration of the Plan. The Committee and members of
the Board of Directors, and any officer or employee of the Company
or a subsidiary acting at the direction or on behalf of the
Committee shall not be personally liable for any action or
determination taken or made in good faith with respect to the Plan,
and shall, to the extent permitted by law, be fully indemnified and
protected by the Company with respect to such action or
determination.
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4. STOCK SUBJECT TO PLAN; OVERALL NUMBER OF
SHARES SUBJECT TO AWARDS . Subject to adjustment as provided herein, the
total number of shares of Company common stock that may be subject
to the granting of stock awards under the Plan at any point in time
during the term of the Plan shall be equal to 75,000,000 shares.
Any shares of common stock delivered under the Plan may consist, in
whole or in part, of authorized and unissued shares or treasury
shares. The number of shares authorized under this Plan shall
be subject to adjustment in the event that any dividend or other
distribution (whether in the form of cash, stock or other
property), recapitalization, forward or reverse stock split,
reorganization, merger, consolidation, spin-off, combination,
repurchase, share exchange, liquidation, dissolution or other
similar corporate transaction or event that affects the
Company’s common stock such that an adjustment is determined
by the Board of Directors of the Company to be appropriate in order
to prevent dilution or enlargement of the rights of participants
under the Plan. In its discretion, the Board shall, in such
manner as it may deem equitable, adjust any or all of: (a)
the number of shares of stock which may be delivered in connection
with stock awards granted thereafter; (b) the exercise price,
grant price or purchase price relating to any stock award and/or
make provision for payment of cash or other property in respect of
any outstanding stock award.
5. ELIGIBILITY; PER-PERSON AWARD
LIMITATIONS . Stock
awards may be granted under the Plan only to Eligible Persons.
There shall be no limitation on the number of shares of the
Company’s common stock that an Eligible Person may receive as
a stock award under the Plan during any particular fiscal year of
the Company, except that the total number of shares of the
Company’s common stock that may be issued pursuant to the
Plan shall not exceed 36,000,000.
6. SPECIFIC TERMS OF AWARDS
.
(a) GENERAL. Awards may be granted on
the terms and conditions set forth in this Section 6. In
addition, the Committee may impose on any Award or the exercise
thereof, at the date of grant or thereafter, such additional terms
and conditions, not inconsistent with the provisions of the Plan,
as the Committee shall determine, including terms requiring
forfeiture of awards in the event of termination of employment by
the participant and terms permitting a participant to make
elections relating to his or her award. The Committee shall retain
full power and discretion to accelerate, waive or modify, at any
time, any term or condition of an award that is not mandatory under
the Plan. Except in cases in which the Committee is authorized to
require other forms of consideration under the Plan, or to the
extent other forms of consideration must be paid to
satisf
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