EXHIBIT 10.1
Employee Stock Plan 2002
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THIS PLAN ("Plan") is made effective as of June 21, 2002, by and between Xxxxx
Educational Systems, Inc. ("Company"), and Xxxxx X. Xxxxxx, an employee of the
Company ("Employee").
R E C I T A L S:
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The Company wishes to grant, and the Employee wishes to receive, as compensation
for employment services to the Company, a total of 500,000 Shares of the common
stock of the Company ("Common Stock"), all pursuant to the provisions set forth
herein;
NOW, THEREFORE, in consideration of the sum of Ten ($10.00) Dollars, premises,
mutual promises, covenants, terms and conditions herein, and other good and
valuable considerations, the receipt and sufficiency of which are hereby
acknowledged by the parties, the parties agree as follows:
1. Grant of Shares. The Company hereby grants to the Employee shares of Common
Stock (the "Shares") in the Company.
2. Services. Employee has for the past approximately 12 months provided advice
to the Company concerning management, consulting, strategic planning, corporate
organization and structure, acquisitions and business opportunities. Employee
will continue as long as he is employed by the Company to perform the tasks of
identifying, evaluating, structuring, negotiating and closing of business
acquisitions.
3. Registration or Exemption. Notwithstanding anything to the contrary contained
herein, the Shares may not be issued unless the Shares are registered pursuant
to the Securities Act of 1933, as amended ("Act").
4. Delivery of Shares. The Company shall deliver, subject to the terms and
conditions of this Plan, to Employee, as soon as practicable, a Certificate
representing the Shares. Employee agrees to be bound by the terms and conditions
under the Plan by accepting delivery of the Shares, and any other terms
individually agreed to in writing by the parties.
5. Company's Rights. The existence of the Shares and/or this Plan shall not
affect in any way the rights of the Company to conduct its business.
6. Disclosure. Employee agrees to having read and fully considered the
disclosures under Exhibit "A" attached hereto and incorporated herein by
reference.
7. Amendments. This Plan may not be amended unless by the written consent of the
Board of Directors.
8. Governing Law. This Plan shall be governed by the laws of the State of Texas,
and the sole venue for any action arising hereunder or in connection herewith
shall be a court of competent jurisdiction in Dallas, Texas.
9. Binding Effect. This Plan shall be binding upon and for the benefit of the
parties hereto and their respective heirs, permitted successors, assigns and/or
delegates.
10. Captions. The captions herein are for convenience and shall not cntrol the
interpretation of this Plan.
11. Cooperation. The parties agree to execute such reasonable necessary
documents upon advice of legal counsel in order to carry out the intent and
purpose of this Plan as set forth hereinabove.
12. Gender and Number. Unless the context otherwise requires, references in this
Plan in any gender shall be construed to include all other genders, references
in the singular shall be construed to include the plural, and references in the
plural shall be construed to include the singular.
13. Severability. In the event anyone or more of the provisions of this Plan
shall be deemed unenforceable by any court of competent jurisdiction for any
reason whatsoever, this Plan shall be construed as if such unenforceable
provision had never been contained herein.
By order of the Board of Directors
EXHIBIT "A" to Stock Plan
Item 1 - Plan Information
(a) General Plan Information
1. The title of the Plan is: Employee Stock Plan 2002 ("Plan") and the
name of the registrant whose securities are to be offered pursuant to the
Plan is Xxxxx Educational Systems, Inc. ("Company").
2. The general nature and purpose of the Plan is to grant the Employee
a total of 500,000 shares of the Common Stock of the Company as
compensation for employee services for the Company.
3. To the best of Company's knowledge, the Plan is not subject to any
of the provisions of the Employee Retirement Income Security Act of 1974,
as amended or replaced by any subsequent law.
4. (a) The Company shall act as Plan Administrator. The Company's
address and telephone number is: 0000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, XX
00000. Phone: 000-000-0000. The Company, as administrator of the Plan, will
merely issue to the Employee shares of Common Stock pursuant to the terms
of the Plan
(b) Securities to be Offered. Pursuant to the terms of the Plan, 500,000
shares of the Company's Common Stock will be offered.
(c) Participation in the Plan. The Employee is the sole participant in this
Plan. The Employee is eligible to receive the securities provided the
securities have been registered or are exempt from registration under the
Securities Act of 1933, as amended (the "Act").
(d) Delivery of Securities Pursuant to the Plan. The Company shall issue
and deliver the underlying securities to the Employee as soon as
practicable.
(e) Resale Restrictions. Employee may assign, sell, convey or otherwise
transfer the securities received, subject to the requirements of the Act.
(f) Tax Effects of Plan Participation. The Plan is not qualified under Sec.
401 of the Internal Revenue Code of 1986, as amended or replaced by any
subsequent law.
(g) Investment of Funds. n/a
(h) Withdrawal from the Plan; Assignment of Interest. Withdrawal or
termination as to the Plan may occur upon determination of the Company.
Employee has the right to assign or hypothecate interest in the Plan,
subject to Plan provisions.
(i) Forfeitures and Penalties. n/a
(j) Charges and Deductions and Liens Therefore. n/a
Item 2 Registrant Information and Employee Plan Annual Information. Registrant,
upon oral or written request by Employee, shall provide, without charge, the
documents incorporated by reference in Part II, Item 3 of Company's Form S-8
Registration Statement for the securities as well as any other documents
required to be delivered pursuant to SEC Rule 428(b) (17 CFR Section
230.428(b)). All requests are to be directed to the Company at the address
provided above.
