RCMW Group, Inc. 2021 Named Executive Officer Stock Compensation Plan
RCMW GROUP, INC.
2021 Named Executive Officers Stock Compensation Plan
1. Purpose. The purpose of this Plan is to provide a means for RCMW Group, Inc. (the “Company”) to preserve cash reserves and gives the Named Executive Officers an opportunity to exchange a designated amount of their salary for restricted common stock ownership in the Company. This plan serves the best interests of the Company and benefits the shareholders.
2. Reservation of Shares. A total of 1,000,000 shares of the authorized but unissued common stock of the Company, par value $0.00001 per share (the “Common Stock”), is reserved for issuance pursuant to this Plan. Shares reserved for issuance under this Plan but not yet issued at the time of termination of this Plan shall cease to be reserved upon termination of the Plan.
3. Administration. The Plan shall be administered by the Company’s Board of Directors.
4. Eligibility. Only Named Executive Officers of the Company may participate in this Plan during the term of their employment with the Company. The Board of Directors shall have the sole discretion to determine the eligibility to participate in this Plan. Persons eligible to participate in the Plan shall be referred to herein as an “Eligible Party.”
5. Issuance of Shares. Any Eligible Party shall have the right to receive shares of restricted Common Stock (the “Plan Shares”) in lieu of base cash salary. Any Eligible Party who makes an election pursuant to this Plan shall be referred to as a “Participant” hereunder.
|a)||Duration of Election. Any election made pursuant to this Plan may apply to base cash salary to be received by an Eligible Party for a period of time elected by the Eligible Party of not less than one (1) month nor more than one (1) year of employment (the “Election Period”).|
|b)||Number of Shares. The number of Plan Shares to be received by any Participant shall be computed as follows: Aggregate Base Salary During Elected Period ÷ Fair Market Value of the Company’s Common Stock = Number of Plan Shares to be Issued During Election Period|
|c)||For the purposes hereof, the number of shares to be received by any participant shall be computed by dividing the Fair Market Value of the Company’s common stock (defined the closing price, as reported by OTC Markets) within 5 business days of the election date, by the aggregate base cash salary payable to such individual during the election period.|
|d)||Payment of Taxes. Each Participant shall be solely responsible for the payment of any personal taxes payable by the Participant as a result of the issuance of any Plan Shares.|
|e)||The Plan Shares shall be exempt under Rule 16b-3 of the regulations promulgated under the Securities Exchange Act of 1934, as amended.|
6. Elections. A Participant desiring to receive Plan Shares in lieu of base cash salary pursuant to this Plan shall submit an Election Notice to the Company in the form attached hereto as Exhibit A.
|a)||Elections Non-Revocable. Any and all elections made pursuant to this Plan shall be non-revocable by the Participant.|
|b)||Effective Date of Election. A Participant shall specify the effective date of his or her election in the Election Notice, and period covered for such Election.|
|c)||Non-transferability of Right. No Participant may assign or otherwise transfer their right to exchange salary for shares to another Named Executive Officer or employee of the Company.|
7. Restrictions on Transfer. During any period in which the offering of the shares under the Plan are not registered under federal and state securities laws, recipients shall agree that they are acquiring shares under the Plan for investment purposes and not for resale, and that the shares cannot be resold or otherwise transferred except pursuant to registration or unless, in the opinion of counsel for the Company, registration is not required. Any restrictions upon shares acquired pursuant to the Plan shall be binding upon the recipient and his or her heirs, executors and administrators.
8. Termination of Plan. The Plan shall terminate two (2) years after the date of its adoption by the Company’s Board of Directors, unless sooner terminated by issuance of all shares reserved for issuance hereunder. No elections under this Plan shall be permitted following such termination date.
9. Amendment of the Plan. The Board of Directors may at any time terminate this Plan or make such modifications to the Plan as it shall deem advisable; provided, however, that no amendment to this Plan shall adversely affect the rights attributable to any Plan Shares issued prior to the date of such amendment.
10. Conditions to Plan Shares. Any shares issued pursuant to this Plan shall be issued conditioned upon majority shareholder approval of the Plan. Plan Shares may be issued pending receipt of such approvals; provided, however, that Plan Shares issued prior to receipt of such approvals shall be entirely restricted from transfer and subject to forfeiture by the Participant pending such approvals. The Board of Directors shall submit the Plan to the Company’s shareholders for approval not later than the next regular shareholder meeting. In the event either the Company’s majority shareholders do not approve the Plan, then Participants receiving the Plan Shares shall immediately forfeit any Plan Shares issued hereunder and, in exchange for such forfeiture, immediately receive a cash payment equal to the greater of the following:
(a) The aggregate Fair Market Value of the Plan Shares issued to such Participants as of the last trading day immediately preceding the date of the Company’s next regular meeting of shareholders;
(b) The aggregate value of income realized by the Participant for United States federal income tax purposes by virtue of the issuance of the Plan Shares being forfeited; or
(c) The aggregate salary amount actually forgone by such Participants up to and including the date of the Company’s next regular meeting of shareholders.
ELECTION NOTICE PURSUANT TO THE RCMW GROUP, INC.
2021 Named Executive Officers Stock Compensation Plan
TO: RCMW Group, Inc.
Attention: Chief Executive Officer
The undersigned hereby elects to receive restricted shares of common stock, par value $0.00001 per share, of RCMW Group, Inc., a Wyoming corporation (the “Company”) as follows pursuant to the terms and provisions of the Company’s 2021 Named Executive Officers Stock Compensation Plan:
Commencement Date: _____________________________________________
Time Period of Shares for Pay to be covered: ___________________________
Amount of Salary to be Converted to Shares: ____________________________
Number of Shares to be Issued: ______________________________________
Value of Shares:* _________________________________________________
* Value of Shares is the Fair Market Value of the Company’s common stock (defined the closing price, as reported by OTC Markets) within 5 business days of the election date, by the aggregate base cash salary payable to such individual during the election period.
Please issue a certificate representing said restricted shares of Common Stock to the undersigned as follows:
Social Security #
The undersigned hereby represents and warrants that the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not for resale or with a view to distribute such shares or any part thereof, and that the undersigned has no present intention of distributing or reselling such shares.
Signature of Participant Date