MOON ENTERTAINMENT, INC.
Entertainment, Inc., a Florida corporation (the "Company"), as
Effective Date below, adopts this “Plan” Under the Plan,
Company may issue shares of the Company's common stock or grant options
to acquire the Company's common stock (the "Stock" or “Shares”), from
to time to employees, officers, consultants or advisors of the Company
the Company's subsidiaries, all on the terms and conditions set forth
at the discretion of the Board of Directors, Shares may from
to time be granted under this Plan to individuals, including consultants
or advisors, who contribute to the success of the Company or any of its
subsidiaries, provided that bona fide services shall be rendered by consultants
and advisors, and such services shall not be in connection with the offer
sale of securities in a capital-raising transaction or to directly or indirectly
or maintain a market for the Company securities. Grants of incentive
or non-qualified stock options and stock awards, or any combination of
foregoing, may be made under the Plan.
Purpose of the Plan.
is intended to compensate individuals (natural persons) for bona fide
services to assist the Company or who contribute to the success of the Company
the Company's subsidiaries.
Administration of this Plan.
of this Plan shall be determined by the Company's Board of
Directors (the "Board"). Subject to compliance with applicable provisions of
governing law, the Board may delegate administration of this Plan or
administrative duties with respect to this Plan on such terms and to
committees of the Board or any officer as it deems proper (hereinafter the
or its authorized
committee or officer delegate shall be referred to as "Plan Administrators"
are ever named, it is the Board that is the Plan Administrator(s)). The
and construction of the terms of this Plan by the Plan Administrators
thereof shall be final and binding on all participants in this Plan
absent a showing of demonstrable error. No member of the Plan Administrators
shall be liable for any action taken or determination made in good
faith with respect to this Plan. Any shares approved by a majority vote of
Plan Administrators attending a duly and properly held meeting shall be
Any shares approved by the Plan Administrators shall be approved as specified
by the Board at the time of delegation.
Shares of Stock Subject to this Plan.
number of shares issued or issuable pursuant to this Plan shall not exceed
the authorized unissued common stock of the Company, and it is contemplated
total set forth herein, on the last page.
Reservation of Stock on Granting of Rights.
time any right is granted under the terms of this Plan, the Company
will reserve for issuance the number of shares of Stock subject to such
until that right is exercised or expires. The Company may reserve either
but unissued shares or issued shares reacquired by the Company.
Administrators may grant shares or grant options to acquire shares
the Company's common stock to employees, officers, advisors or consultants
of the Company or its subsidiaries, and others as lawfully permitted,
that such individuals are compensated for bona fide services to the
its subsidiaries and such services are not rendered in connection with services
Plan cannot compensate in reliance upon laws and regulations. In
case, the Plan Administrators shall determine, based on the foregoing
Company's best interests, which consultants and advisors and others are eligible
in this Plan. Shares shall be in the amounts, and shall have the rights and
subject to the restrictions,
as may be determined by the Plan Administrators, all as may be within
the provisions of this Plan.
Terms of Grants and Certain Limitations on Right to
to shares may have its terms established by the Plan Administrators
at the time the right is granted.
of the right, once it is granted, may be reduced only as provided
for in this Plan and under the express written provisions of the
otherwise specifically provided by the written provisions of the
grant or required by applicable disclosure or other legal
by the U.S. Securities and Exchange Commission ("SEC"), no participant
Plan or his or her legal representative, legatee, or distributee will
shall be deemed to be, a holder of any shares subject to any right (as in the
a stock option) unless and until such participant exercises his or her right
all or a portion of the Stock subject to the right and delivers any
to the Company in accordance with the terms of this Plan and then only
number of shares of Stock acquired. Except as specifically provided in this
or as otherwise
specifically provided by the written provisions of any grant, no adjustment
to the exercise price or the number of shares of Stock subject to
shall be made for dividends or other rights for which the record date
to the date on which the Stock subject to the grant is acquired by
shall vest and become exercisable at such time or times and on
terms as the Plan Administrators may determine at the time of the grant
contain such other provisions, including further lawful restrictions
on the vesting and exercise of the grant as the Plan Administrators may
event may a grant be exercised after the expiration of its term.
shall be non-transferable, except by the laws of descent and distribution.
Administrators shall establish the exercise price payable to the
Company for shares to be obtained pursuant to any consulting or services
options which exercise price may be amended from time to time as the
Administrators shall determine.
Payment of Exercise Price.
exercise of any option shall be contingent on receipt by the Company
of the exercise price paid in either cash, certified or personal check
legal consideration, payable to the Company.
Dilution or Other Adjustment.
shares of Common Stock subject to this Plan and the exercise price of
outstanding options are subject to proportionate adjustment in the event of
dividend on the Common Stock or a change in the number of issued and
shares of Common Stock as a result of a stock split, consolidation, or
re-capitalization. The Company, at its option, may adjust the grants
rights made hereunder, issue replacements, or declare grants void.
Options to Foreign Nationals.
Administrators may, in order to fulfill the purpose of this Plan
without amending this Plan, make grants to foreign nationals or individuals
residing in foreign countries that contain provisions, restrictions,
limitations different from those set forth in this Plan and the Options made
States residents in order to recognize differences among the countries
tax policy, and custom. Such grants shall be made in an attempt to give
individuals essentially the same benefits as contemplated by a grant to
States residents under the terms of this Plan.
Listing and Registration of Shares.
grant shall be subject to the requirement that if at any time the Plan
Administrators shall determine, in their sole discretion, that it is
or desirable to list, register, or qualify the shares covered thereby
securities exchange or under any state or federal law, or obtain the
or approval of any governmental agency or regulatory body as a condition
connection with, the granting of such rights or the issuance or purchase
of shares thereunder, such right may not be exercised in whole or in
unless and until such listing, registration, consent, or approval shall
effected or obtained free of any conditions not acceptable to the Plan
Expiration and Termination of this Plan.
may be abandoned or terminated at any time by the Plan Administrators
except with respect to any rights then outstanding under this Plan.
This Plan shall otherwise terminate on the earlier of the date that is
years from the date first appearing in this Plan or the date on which the
share, under the Plan, may issue.
1, ATTACHED, IS INCORPORATED INTO THIS PLAN
OF THE BOARD OF DIRECTORS
DATE: March 29, 2007
Company shall only issue Shares or grant options as
determined by the Board of Directors.
Consultants have been or will be engaged by the Company and the
Company has received business consultation services and/or promises of
services. Services may be detailed in additional documentation, including
confirmatory letters and agreements, as provided to one or more officers
of the Company, or may be provided as otherwise acceptable to the officers.
Consultants are not entitled to receive cash compensation,
unless and until any agreement to the contrary is reached with any particular
Consultant. Consultants' sole compensation is the Shares identified herein,
unless the parties agree otherwise as in the case of options. The Company
promise or representation as to the value of the securities.
Notwithstanding anything to the contrary contained
herein, the Shares may not be issued unless the Shares are registered
to the Securities Act of 1933, as amended ("Act").
Company shall deliver, subject to the terms and
conditions of this Plan, to each Consultant, as soon as practicable, a
representing the Shares. Each Consultant agrees to be bound by the terms
conditions under the Plan by accepting delivery of the Shares, and any
terms individually agreed to in writing by the parties.
existence of the Shares and/or this Plan shall not
affect in any way the rights of the Company to conduct its
Consultant agrees to having read and fully considered the
disclosures under attached hereto and incorporated herein by reference.
Plan may not be amended unless by action of the Board of
Plan shall be governed by the laws of the State of Florida,
and the sole venue for any action arising hereunder or in connection
shall be a court of competent jurisdiction in the state of the headquarters
of the Company.
Plan shall be binding upon and for the benefit of
parties hereto and their respective heirs, permitted successors, assigns
captions herein are for convenience and shall not control
the interpretation of this Plan.
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.
the context otherwise requires, references in
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.
event anyone or more of the provisions of this Plan
shall be deemed unenforceable by any court of competent jurisdiction for
reason whatsoever, this Plan shall be construed as if such unenforceable
had never been contained herein.
- Plan Information
The title of the Plan is: 2007
Equity Compensation Plan("Plan") and the
of the registrant whose securities are to be offered pursuant to
the Plan is Raven Moon
The general nature and purpose
of the Plan is to grant Consultants shares
of the Common Stock of the Company as compensation for consultation
services for the Company.
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
amended or replaced by any subsequent law.
(a) The Company shall act as
Plan Administrator. The Company address
and telephone number is stated herein.
Company, as administrator of the Plan, will merely issue to the Consultants
shares of Common Stock pursuant to the terms of the Plan, which may
include shares under Options or Options.
to be Offered.
to the terms of the Plan, shares
the Company's Common Stock will be offered, and may be offered under
Options. Terms shall be set by the Board of Directors.
Who May Participate in the Plan.
Consultants are the sole participants
in this Plan. Consultants are defined to include various persons
including advisors. Consultants are eligible to receive the securities
provided the securities have been registered under
Securities Act of 1933, as amended (the "Act").
of Securities Pursuant to the Plan.
Company shall issue the
underlying securities to Consultants as soon as practicable after respective
agreements are reached. In the case of Options, Consultants are required
to pay the exercise price set by the Company to receive their shares.
Consultants may assign, sell, convey or otherwise transfer
the securities received, subject to the requirements of the Act.
Effects of Plan Participation.
is not qualified under Sec.
401 of the Internal Revenue Code of 1986, as amended or replaced by any
from the Plan; Assignment of Interest.
Withdrawal or termination
as to the Plan may occur upon determination of the Company Consultants
have the right to assign or hypothecate Consultant's interest in
the Plan, subject to
and Deductions and Liens Therefore.
2 Registrant Information and Employee Plan Annual
upon oral or written request by Consultants, shall provide, without charge,
the documents incorporated by reference in Part II, Item 3 of Company's
Registration Statement for the securities as well as any other documents
required to be delivered pursuant to SEC Rule 428(b) (17 CFR Section
All requests are to be directed to the Company at the address provided