Holdings, Inc., a Nevada corporation (the "Company"),
adopts The 2007 Benefit Plan of Nexia Holdings, Inc. (the "Plan")
March, 2007. Under the Plan, the Company may issue stock, or grant options
acquire the Company's common stock, par value $0.0001 (the "Stock"),
time to time to employees of the Company or its subsidiaries, all on the terms
and conditions set forth herein ("Benefits").
addition, at the discretion of the Board of Directors, Benefits may from time
time be granted under this Plan to other individuals, including consultants
advisors, who contribute to the success of the Company or its subsidiaries,
are not employees of the Company or its subsidiaries, provided that bona fide
services shall be rendered by consultants and advisors and such services must
not be in connection with the offer or sale of securities in a capital-raising
transaction. No stock may be issued, or option granted under the benefit plan
consultants, advisors, or other persons who directly or indirectly promote
maintain a market for the Company's
of the Plan.
Plan is intended to aid the Company in maintaining and developing a management
team, attracting qualified officers and employees capable of assuring the future
success of the Company, and rewarding those individuals who have contributed
the success of the Company. The Company has designed this Plan to aid it in
retaining the services of executives and employees and in attracting new
personnel when needed for future operations and growth and to provide such
personnel with an incentive to remain employees of the Company, to use their
best efforts to promote the success of the Company's business, and to provide
them with an opportunity to obtain or increase a proprietary interest in the
Company. It is also designed to permit the Company to reward those individuals
who are not employees of the Company, but who management perceives to have
contributed to the success of the Company or who are important to the continued
business and operations of the Company. The above goals will be achieved through
the granting of Benefits.
of this Plan.
Administration of this Plan shall be determined by the Company's Board of
Directors (the "Board").
Subject to compliance with applicable provisions of the governing law, the
may delegate administration of this Plan or specific administrative duties
respect to this Plan on such terms and to such committees of the Board as it
deems proper (hereinafter the Board or its authorized committee shall be
referred to as "Plan
interpretation 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 Benefit approved by a majority vote
those Plan Administrators attending a duly and properly held meeting shall
valid. Any Benefit approved by the Plan Administrators shall be approved as
specified by the Board at the time of delegation.
of Stock Subject to this Plan.
of Seven Hundred Seventy Million (770,000,000) shares of Stock may be subject
to, or issued pursuant to, Benefits granted under this Plan. If any right to
acquire Stock granted under this Plan is exercised by the delivery of shares
Stock or the relinquishment of rights to shares of Stock, only the net shares
Stock issued (the shares of stock issued less the shares of Stock surrendered)
shall count against the total number of shares reserved for issuance under
terms of this Plan.
of Stock on Granting of Option.
time any Option is granted under the terms of this Plan, the Company will
reserve for issuance the number of shares of Stock subject to such Option until
it is exercised or expires. The Company may reserve either authorized, but
unissued shares or issued shares reacquired by the Company.
Plan Administrators may grant Benefits to employees, officers, and directors
the Company and its subsidiaries, as may be existing from time to time, and
other individuals who are not employees of the Company or its subsidiaries,
including consultants and advisors, provided that such consultants and advisors
render bona fide services to the Company or its subsidiaries and such services
are not rendered in connection with the offer or sale of securities in a
capital-raising transaction. In any case, the Plan Administrators shall
determine, based on the foregoing limitations and the Company's
interests, which employees, officers, directors, consultants and advisors are
eligible to participate in this Plan. Benefits shall be in the amounts, and
shall have the rights and be subject to the restrictions, as may be determined
by the Plan Administrators, all as may be within the provisions of this
of Options issued as Benefits and Certain Limitations on Right to
Option issued as a benefit hereunder ("Option")
have its term established by the Plan Administrators at the time the Option
of the Option, once it is granted, may be reduced only as provided for in this
Plan and under the express written provisions of the Option.
otherwise specifically provided by the written provisions of the Option or
required by applicable disclosure or other legal requirements promulgated by
Securities and Exchange Commission ("SEC"),
participant of this Plan or his or her legal representative, legatee, or
distributee will be, or shall be deemed to be, a holder of any shares subject
an Option unless and until such participant exercises his or her right to
acquire all or a portion of the Stock subject to the Option and delivers the
required consideration to the Company in accordance with the terms of this
and then only as to the number of shares of Stock acquired. Except as
specifically provided in this Plan or as otherwise specifically provided by
written provisions of the Option, no adjustment to the exercise price or the
number of shares of Stock subject to the Option shall be made for dividends
other rights for which the record date is prior to the date on which the Stock
subject to the Option is acquired by the holder.
shall vest and become exercisable at such time or times and on such terms as
Plan Administrators may determine at the time of the grant of the Option.
may contain such other provisions, including further lawful restrictions on
vesting and exercise of the Options as the Plan Administrators may deem
event may an Option be exercised after the expiration of its term.
shall be non-transferable, except by the laws of descent and
Plan Administrators shall establish the exercise price payable to the Company
for shares to be obtained pursuant to Options, which exercise price may be
amended from time to time as the Plan Administrators shall determine.
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 payable to
grant of a Benefit hereunder, or exercise of an Option given as a Benefit is
subject to withholding or other trust fund payment requirements of the Internal
Revenue Code of 1986, as amended (the "Code"),
applicable state or local laws, the Company will initially pay the
liability and will be reimbursed by Optionee no later than six months after
liability arises and Optionee hereby agrees to such reimbursement terms.
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
stock dividend on the Common Stock or a change in the number of issued and
outstanding shares of Common Stock as a result of a stock split, consolidation,
or other recapitalization. The Company, at its option, may adjust the Options,
issue replacements, or declare Options void.
to Foreign Nationals.
Plan Administrators may, in order to fulfill the purpose of this Plan and
without amending this Plan, grant Benefits to foreign nationals or individuals
residing in foreign countries that contain provisions, restrictions, and
limitations different from those set forth in this Plan and the Benefits made
United States residents in order to recognize differences among the countries
law, tax policy, and custom. Such grants shall be made in an attempt to give
such individuals essentially the same benefits as contemplated by a grant to
United States residents under the terms of this Plan.
and Registration of Shares.
Option shall be subject to the requirement that if at any time the Plan
Administrators shall determine, in their sole discretion, that it is necessary
or desirable to list, register, or qualify the shares covered thereby on any
securities exchange or under any state or federal law, or obtain the consent
approval of any governmental agency or regulatory body as a condition of, or
connection with, the granting of such Option or the issuance or purchase of
shares thereunder, such Option may not be exercised in whole or in part unless
and until such listing, registration, consent, or approval shall have been
effected or obtained free of any conditions not acceptable to the Plan
and Termination of this Plan.
Plan may be abandoned or terminated at any time by the Plan Administrators
except with respect to any Options then outstanding under this Plan. This Plan
shall otherwise terminate on the earlier of the date that is five years from
date first appearing in this Plan or the date on which the Seven Hundred Seventy
Millionth share is issued hereunder.
of this Plan.
Plan may not be amended more than once during any six month period, other than
to comport with changes in the Code or the Employee Retirement Income Security
Act or the rules and regulations promulgated thereunder. The Plan Administrators
may modify and amend this Plan in any respect.
Richard D. Surber
D. Surber, President