Exhibit 10.3
PARK CITY GROUP, INC.
2005 STOCK FOR PAY PLAN
1. Purpose of Plan. The purpose of the Park City Group, Inc.,
2005
Stock for Pay Plan (the "Plan") is to
advance the interests of Park City Group,
Inc. (the "Company") and its stockholders
by enabling the Company to attract and
retain persons of ability to perform
services for the Company and its
Subsidiaries by providing an incentive to
such individuals through equity
participation in the Company and by
rewarding such individuals who contribute to
the achievement by the Company of its
economic objectives. In addition, the plan
will allow the Company to reduce cash
expenditures for compensation and
reimbursement of Company expenses paid by
employees.
2. Definitions. The following terms will have the meanings set
forth
below, unless the context clearly otherwise
requires:
2.1. "Board" means the Board of Directors of the Company.
2.2. "Committee" means the group of individuals administering the
Plan,
as provided in Section 3 of the Plan.
2.3. "Common Stock" means the common stock of the Company; par
value
$.001 per share, or the number and kind of
shares of stock or other securities
into which such Common Stock may be changed
in accordance with Section 4.3 of
the Plan.
2.4. "Eligible Recipients" means all employees of the Company.
2.5. "Participant" means an Eligible Recipient who desires to
participate in the Plan.
3. Plan Administration. The Plan shall be administered by the
Board.
Except as otherwise specifically provided
herein, no person, other than members
of the Committee, shall have any discretion
as to decisions regarding the Plan.
In administering the Plan, the Committee
may adopt rules and regulations for
carrying out the Plan. The interpretations
and decisions made by the Committee
with regard to any question arising under
the Plan shall be final and conclusive
on all persons participating or eligible to
participate in the Plan.
4. Shares Available for Issuance. The maximum number of shares
of
Common Stock that will be available for
issuance under the Plan will be
13,100,000 shares.
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5. Participation. Participants in the Plan will be those
Eligible
Recipients who, in the judgment of the
Committee, have contributed, are
contributing or are expected to contribute
to the achievement of economic
objectives of the Company.
6. Purchase Price. The per share price to be paid by a Participant
will
be determined by the Committee in its
discretion.
7. Non-Exclusivity of the Plan. Nothing contained in the Plan
is
intended to modify or rescind any
previously approved compensation plans of
programs of the Company or create any
limitations on the power or authority of
the Board to adopt such additional or other
compensation arrangements as the
Board may
