2005
AUGMENTED COMPENSATION PLAN FOR OUTSIDE CONSULTANTS
1. PURPOSE
OF PLAN
1.1 This
2005 Augmented Compensation Plan for Outside Consultants (the "Plan") of
Novastar Resources Ltd., a Nevada corporation (the "Company") for persons that
render outside consulting services to the Company, is intended to advance the
best interests of the Company by providing outside consultants with compensation
for bone fide consulting services rendered to the Company.
2. DEFINITIONS
2.1 For
Plan purposes, except where the context might clearly indicate other wise, the
following terms shall have the meanings set forth below:
"Board"
shall mean the Board of Directors of the Company.
"Committee"
shall mean the Compensation Committee, or such other committee appointed by the
Board, which shall be designated by the Board to administer the Plan, or the
Board if no committees have been established. If no committees have been
established the Board will designate one member of the Board as the Plan
Administrator. The Committee shall be composed of three or more persons as from
time to time are appointed to serve by the Board. Each member of the Committee,
while serving as such, shall be a disinterested person with the meaning of Rule
16b-3 promulgated under the Securities Exchange Act of 1934.
"Common
Shares" shall mean the Company's Common Shares, $.001 par value per share, or,
in the event that the outstanding Common Shares are hereafter changed into or
exchanged for different shares of securities of the Company, such other shares
or securities.
"Company"
shall mean Custom Branded Networks, Inc., a Nevada corporation.
"Common
Stock" shall mean shares of common stock which are issued by the Company
pursuant to Section 5, below.
"Common
Stockholder" means the consultant to the Company to whom shares of Common Stock
are issued pursuant to this Plan.
"Common
Stock Agreement" means an agreement executed by a Common Stockholder and the
Company as contemplated by Section 5, below, which imposes on the shares of
Common Stock held by the Common Stockholder such restrictions as the Board or
Committee deem appropriate.
3. ADMINISTRATION
OF THE PLAN
3.1 The
Committee shall administer the Plan and accordingly, it shall have full power to
grant Common Stock issuances, construe and interpret the Plan, establish rules
and regulations and perform all other acts, including the delegation of
administrative responsibilities, it believes reasonable and proper.
3.2 The
determination of those eligible to receive Common Stock, and the amount, type
and timing of each grant and the terms and conditions of the Common Stock
agreements shall rest in the sole discretion of the Committee, subject to the
provisions of the Plan.
3.3 The
Board, or the Committee, may correct any defect, supply any omission or
reconcile any inconsistency in the Plan, or in any Common Stock agreement, in
the manner and to the extent it shall deem necessary to carry it into
effect.
3.4 Any
decision made, or action taken, by the Committee or the Board arising out of or
in connection with the interpretation and administration of the Plan shall be
final and conclusive.
3.5
Meetings of the Committee shall be held at such times and places as shall be
determined by the Committee. A majority of the members of the Committee shall
constitute a quorum for the transaction of business, and the vote of a majority
of those members present at any meeting shall decide any question brought before
that meeting. In addition, the Committee may take any action otherwise proper
under the Plan by the affirmative vote, taken without a
meeting,
of a majority of its members.
3.6 No
member of the Committee shall be liable for any act or omission of any other
member of the Committee or for any act or omission on his own part, including,
but not limited to, the exercise of any power or discretion given to him under
the Plan, except those resulting from his own gross negligence or willful
misconduct.
3.7 The
Company, through its management, shall supply full and timely information to the
Committee on all matters relating to the eligibility of persons to receive
Common Stock under the Plan ("Plan Participants"), their duties and performance,
and current information on any Plan Participant's termination of association
with the Company, and such other pertinent information as the Committee may
require. The Company shall furnish the Committee with such clerical and other
assistance as is necessary in the performance of its duties
hereunder.
4. SHARES
SUBJECT TO THE PLAN
4.1 The
total number of shares of the Company available for grants of Common Stock under
the Plan shall be 20,000,000 Common Shares, subject to adjustment in accordance
with Article 7 of the Plan, which shares may be either authorized but unissued
or re-acquired Common Shares of the Company.
5. AWARD OF
COMMON STOCK
5.1 The
Board or Committee from time to time, in its absolute discretion, may award
Common Stock to outside consultants of the Company. All such recipients of
Common Shares shall be collectively referred to throughout this Plan as Plan
Participants. The Board or Committee, as the case maybe, is specifically
authorized to grant the issuance of Common Stock under this Plan, as
compensation that would otherwise be payable to the Plan Participants in
exchange for their services to the Company.
5.2
Common Stock shall be issued only pursuant to a Common Stock Agreement, which
shall be executed by the Common Stockholder and the Company and which shall
contain such terms and conditions as the Board or Committee shall determine
consistent with this Plan, including such restrictions on transfer as are
imposed by the Common Stock Agreement.
5.3 Upon
delivery of the shares of Common Stock to the Common Stockholder, below, the
Common Stockholder shall have, unless otherwise provided by the Board or
Committee, all the rights of a stockholder with respect to said shares, subject
to the restrictions in the Common Stock Agreement, including the right to
receive all dividends and other distributions paid or made with respect to the
Common Stock.
5.4 All
shares of Common Stock issued under this Plan (including any shares of Common
Stock and other securities issued with respect to the shares of Common Stock as
a result of stock dividends, stock splits or similar changes in the capital
structure of the Company) shall be subject to such restrictions as the Board or
Committee shall provide, which restrictions may include, without limitation,
restrictions concerning voting rights, transferability of the Common Stock;
provided that the Board or Committee may, on such terms and conditions as it may
determine to be appropriate, remove any or all of such restrictions. Common
Stock may not be sold or encumbered until all applicable restrictions have
terminated or expire. The restrictions, if any, imposed by the Board or
Committee of the Board under this Section 5 need not be identical for all Common
Stock and the imposition of any restrictions with respect to any Common Stock
shall not require the imposition of the same or any other restrictions with
respect to any other Common Stock.
6. ADJUSTMENTS
OR CHANGES IN CAPITALIZATION
6.1 In
the event that the outstanding Common Shares of the Company are hereafter
changed into or exchanged for a different number or kind of shares or other
securities of the Company by reason of merger, consolidation, other
reorganization, recapitalization, reclassification, combination of shares, stock
split-up or stock dividend, prompt, proportionate, equitable, lawful and
adequate adjustment shall be made of the aggregate number and kind of shares
subject to all Common Stock Agreements which may be granted under the Plan, such
that the Plan Participants shall have the right to receive such Common Shares as
may be issued in exchange for the Common Shares had such merger, consolidation,
other reorganization, recapitalization, reclassification, combination of shares,
stock split-up or stock dividend not taken place;
6.2 The
foregoing adjustments and the manner of application of the foregoing provisions
shall be determined solely by the Committee, whose determination as to what
adjustments shall be made and the extent thereof, shall be final, binding and
conclusive. No fractional Shares shall be issued under the Plan on account of
any such adjustments.
7. AMENDMENT
AND TERMINATION OF PLAN
7.1 The
Board may at any time, and from time to time, suspend or terminate the Plan in
whole or in part or amend it from time to time in such respects as the Board may
deem appropriate and in the best interest of the Company.
7.2 No
amendment, suspension or termination of this Plan shall, without the Plan
Participant's consent, alter or impair any of the rights or obligations under
any Common Stock Agreement theretofore granted to him under the
Plan.
7.3 The
Board may amend the Plan, subject to the limitations cited above, in such manner
as it deems necessary to permit the granting of Stock Options meeting the
requirements of future amendments or issued regulations, if any, to the
Code.
8. GOVERNMENT
AND OTHER REGULATIONS
8.1 The
obligation of the Company to issue, transfer and deliver Common Shares received
under the Plan shall be subject to all applicable laws, regulations, rules,
orders and approvals which shall then be in effect and required by the relevant
stock exchanges on which the Common Shares are traded and by government entities
as set forth below or as the Committee in its sole discretion shall deem
necessary or advisable. Specifically, in connection with the Securities Act of
1933, as amended, the receipt of any Common Shares under the Plan by Plan
Participants shall be governed by the rules and regulations promulgated under
the Securities Act of 1933, as amended, as to the permitted uses of Form S-8 and
the issuance of securities registered on such Form S-8. Any determination in
this connection by the Committee shall be final, binding and conclusive. The
Company may, but shall in no event be obligated to, take any other affirmative
action in order to cause the issuance of Common Shares pursuant thereto to
comply with any law or regulation of any government authority.
9. MISCELLANEOUS
PROVISIONS
9.1 No
person shall have any claim or right to be granted Common Stock under the Plan,
and the grant of Common Stock under the Plan shall not be construed as giving a
Common Stockholder the right to be retained by the Company. Furthermore, the
Company expressly reserves the right at any time to terminate its relationship
with an Plan Participant with or without cause, free from any liability, or any
claim under the Plan, except as provided herein, in any agreement between the
Company and the Plan Participant.
9.2 Any
expenses of administering this Plan shall be borne by the Company.
9.3 The
place of administration of the Plan shall be in the City of Vancouver, British
Columbia, but the validity, construction, interpretation, administration and
effect of the Plan and of its rules and regulations, and rights relating to the
Plan, shall be determined solely in accordance with the laws of the State of
Nevada.
9.4
Without amending the Plan, grants may be made to persons who are foreign
nationals or employed outside the United States, or both, on such terms and
conditions, consistent with the Plan's purpose, different from those specified
in the Plan as may, in the judgment of the Committee, be necessary or desirable
to create equitable opportunities given differences in tax laws in other
countries.
9.5 In
addition to such other rights of indemnification as they may have as members of
the Board or the Committee, the members of the Committee shall be indemnified by
the Company against all costs and expenses reasonably incurred by them in
connection with any action, suit or proceeding to which they or any of them may
be party by reason of any action taken or failure to act under or in connection
with the Plan or any Common Stock Agreement granted thereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is approved
by independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except a
judgment based upon a finding of bad faith; provided that upon the institution
of any such action, suit or proceeding a Committee member shall, in writing,
give the Company notice thereof and an opportunity, at its own expense, to
handle and defend the same, with counsel acceptable to the Plan Participant,
before such Committee member undertakes to handle and defend it on his own
behalf.
9.6
Notwithstanding anything to the contrary in the Plan, if the Committee finds by
a majority vote, after full consideration of the facts presented on behalf of
both the Company and the Plan Participant, that the Plan Participant has been
engaged in fraud, embezzlement, theft, insider trading in the Company's stock,
commission of a felony or proven dishonesty in the course of his association
with the Company or any subsidiary corporation which damaged the Company or any
subsidiary corporation, or for disclosing trade secrets of the Company or any
subsidiary corporation, the Plan Participant shall forfeit all Common Shares
that remain in the beneficial ownership of the Plan Participant and that were
received by him under the Plan. The decision of the Committee as to the cause of
a Plan Participant's discharge and the damage done to the Company shall be
final. No decision of the Committee, however, shall affect the finality of the
discharge of such Plan Participant by the Company or any subsidiary corporation
in any manner.
10. WRITTEN
AGREEMENT
10.1 All
Common Shares granted hereunder shall be embodied in a written Common Stock
Agreement which shall be subject to the terms and conditions prescribed above
and shall be signed by the Plan Participant and by the President of the Company,
or by the Chief Executive Officer of the Company or by the Plan Administrator of
the Board, for and in the name and on behalf of the Company. Such Common Stock
Agreement shall contain such other provisions as the Committee, in its
discretion shall deem advisable.
The
undersigned duly appointed secretary of the Company, does hereby certify that
this Plan, and its terms and provisions, were duly approved by the Company's
Board of Directors on this 15th day of August, 2005.
/s/ Paul
G. Carter
_________________________________________
Paul G.
Carter
CEO