Form 8-K for COLORADO GOLDFIELDS INC.
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27-Jan-2009
Change in Directors or Principal Officers, Financial Statements and Exhi
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
In December 2008, our Board of Directors unanimously approved an Amendment to our 2008 Employee & Director Stock Compensation Plan (the "Plan"). The purpose of the Plan is (i) to further the growth of Colorado Goldfields Inc. (the "Company") by allowing the Company to compensate Employees and Directors who have provided bona fide services to the Company, through the award of Common Stock of the Company, and to (ii) attract, motivate, retain and reward quality employees and directors to acquire or increase a proprietary interest in the Company in order to strengthen the mutuality of interests between such persons and the Company's stockholders. Considering the Company is an exploratory mining company and faces challenges in the capital markets, the Board of Directors believes that using Company common stock is an important means of retaining and compensating employees and directors.
The following is a brief summary of the Amended Plan. The following summary is qualified in its entirety by reference to the Plan, a copy of which is filed as an exhibit to this report.
Common Stock Subject to the Plan
The Amended Plan provides that awards may be granted for up to 75,000,000 shares of our Common Stock, subject to adjustment in case of a subdivision of our outstanding shares of Common Stock, recapitalization, stock dividend, or other change in our corporate structure that affects our Common Stock. Pursuant to Rule 416(a), shares registered under the Amended Plan also cover additional securities that may be offered as a result of stock splits and/or stock dividends. As a result of the Company's stock dividend effective November 6, 2008, which increased the number of shares available to be issued under the Plan by 10,800,000 shares, up to 85,800,000 shares may now be issued under the Amended Plan
Administration
The Plan is administered by a compensation committee ("Committee") consisting of at least two persons to be appointed by the Board of Directors, one of whom is an independent director, or in the absence of such a Committee, the Plan is to be administered by the Board of Directors. Our Board of Directors appointed C. Stephen Guyer, our CFO, and Norman Singer, one of our independent directors, to the Committee. Subject to the terms of the Plan, the Committee has full and final authority to select Eligible Persons to become participants under the Plan, grant stock awards to those participants, determine the terms and conditions of, and all other matters relating to awards of Company stock under the Plan, and rules and regulations for the administration of the Plan, construe and interpret the Plan and correct defects, supply omissions or reconcile inconsistencies therein, and to make all other decisions and determinations as the Committee may deem necessary or advisable for the administration of the Plan.
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Types of Awards
The Plan provides that Company common stock may be issued in connection with bonuses, or to grant stock or other awards in lieu of Company obligations to pay cash or other consideration owed under other plans or compensatory arrangements. In addition, the Plan authorizes the grant of performance awards under which Plan participates may receive shares of common stock upon meeting certain business goals or criteria set by the Committee.
Participation
Any of our employees or directors are eligible to receive awards under the 2008 Plan.
Registration of Shares
We have filed a registration statement on January 23, 2009 under the Securities Act of 1933, as amended, with respect to the Common Stock issuable pursuant to the 2008 Amended Plan.
Amendment or Termination
The Board of Directors may amend, alter, suspend, discontinue or terminate the Plan or waive any conditions or rights under, or amend, alter, suspend, discontinue or terminate any stock award granted under the Plan; provided that, without the consent of an affected participant, no Board action may materially and adversely affect the rights of such participant under any previously granted and outstanding stock award.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 2008 Employee & Director Stock Compensation Plan, as amended
