ITEM 1. PLAN
INFORMATION
The
document or documents containing the information specified in Part I are not
required to be filed with the Securities and Exchange Commission (the "Commission")
as part of this Form S-8 Registration Statement, but will be provided as
may be required under Rule 428(b)(1) of the Securities Act of 1933.
Individual
agreements with the Consultant which provide for the payment for services
rendered in shares of the common stock of the Company, in lieu of cash, have
been attached to the Registration Statement as Exhibits. These documents
and the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II of this Form S-8, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities
Act.
a. General
Plan Information
1.
2016 Greenhouse Solutions, Inc. Stock Option, Stock Compensation and Award Plan
2.
Nature and purpose of the Plan is to provide stock options and stock
compensation to employees and consultants of the Company.
3.
The Plan is not subject to Employee Retirement Income Security Act of 1974.
4.
Additional information can be
obtained by contacting:
John G. Michak, III, Chief Operating Officer
Greenhouse Solutions, Inc.
8400 E. Crescent Pkwy, Suite 600
Greenwood Village, CO 80111
(970) 439-1905
The Plan does not have a Plan
Administrator and the Plan does not invest.
b. Securities
to be Offered
This
Registration Statement on Form S-8 registers for resale 503,245 shares of restricted
common stock ("Common Stock"), of Greenhouse Solutions, Inc. (the "Company").
1. Title: Common Stock
Amount: 503,245
GRAND
TOTAL - 503,245 shares to be offered
-1-
2016
Greenhouse Solutions, Inc. Stock Option, Stock Compensation and Award Plan
The Company's
Board of Directors has approved the following issuance of 503,245 shares to
Consultants of the Company.
Name
|
|
Number of Shares
Granted
|
Michael A. Littman, Attorney at Law
|
|
503,245
|
|
|
|
|
|
|
Consultant Fee Stock
The
Company has agreed to issue shares under an Agreement for Services between the
Company and the individual listed above for services in the ordinary course of
business.
2. The
stock is registered under Section 12g of the Exchange Act.
c. Employees
or Consultants Who May Participate in the Plan
All
employees or consultants to Company may participate while employed or engaged
with the Company and/or any subsidiaries of the Company.
d. Purchase
of Securities Pursuant to the Plan and Payment for Securities Offered
1. Participation
is allowed in the 2016 fiscal year at the five-day average market price per
share, in amounts to be approved by the Board of Directors.
2. Payment
for the securities purchased may only be in cash or through services.
3.
Employees or consultants are not required to contribute to the Plan.
4.
Employees or consultants and the registrant are not required to
contribute to the Plan.
5. Reports
are not made to employees participating in the Plan, since the Plan does not
hold assets for employees' accounts.
6.
Securities will not be purchased for the Plan in either the open
market or through private transactions.
e. Resale
Restrictions
There
are no resale restrictions on plan participants, except in the event the participant
is an officer, director or affiliate, or in the event that the Plan
contains a repurchase right of issuer, for any stock, or options, as a
pre-condition of resale.
f. Tax
Effects of Plan Participation
Participants
will be taxed upon any shares issued for services provided or for awards. Participants
will not be taxable on stock options issued to employees at the market price on
date of grant.
g. Investment
of Funds
No
assets are held under the Plan.
h. Withdrawal
from the Plan; Assignment of Interest
1.
Employees may refuse to accept compensation or options.
-2-
2.
No assignment of an interest in the Plan is possible, however, stock or options
received under the Plan may be assigned, subject to the terms of the Plan,
including the Right to Repurchase as defined therein.
3.
Not applicable.
i. Forfeitures
and Penalties
Except as otherwise determined by
the Plan Administrator, at the time of the Award, upon termination
of a Participant's continuous service during the applicable restriction
period, the Participant's Stock or Options, that are at that time subject
to restrictions shall be forfeited and reacquired by the Company; provided that
the Plan Administrator may provide, by rule or regulation or in any Award
agreement, or may determine in any individual case, that restrictions
or forfeiture conditions relating to Restricted Stock or Options shall be
waived in whole or in part in the event of terminations resulting from specified
causes, and the Plan Administrator may in other cases waive in whole or in
part the forfeiture of Restricted Stock or Options.
j. Charges
and Deductions and Liens Therefore
Not
applicable.