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 Employees or 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. 2014 XSUNX, Inc. Stock Option 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:
Tom Djokovich, Chief Executive Officer
XSUNX, Inc.
65 Enterprise
Aliso Viejo, CA 92656
(949) 330-8060
The Plan does not have a Plan Administrator and the Plan does not invest.
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b.
Securities to be Offered
This Registration Statement on Form S-8 registers for resale 5,333,334 shares of restricted common stock, no par value per share (Common Stock), of XSUNX, Inc. (the Company).
1.
Title: Restricted Common Stock
Amount: 5,333,334
GRAND TOTAL 5,333,334 shares to be offered
2014 XSUNX, Inc. Stock Option and Award Plan
The Companys Board of Directors has approved the following grants of 5,333,334 shares to Directors/Officers, Consultants and Employees of the Company.
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Name
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Number of Restricted Shares
Granted
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Joseph Grimes, Director
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2,666,667
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Oz Fundingsland, Director
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2,666,667
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Directors Fee Stock
The Company has agreed to issue shares under a Directors Fee Agreement for Directors services between the Company and the individuals listed above for services in the ordinary course of business.
2.
The stock is registered under Section 12g of the Exchange Act.
c.
Employees Who May Participate in the Plan
All employees to Company may participate while employed 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 2014 fiscal year at the market price per share, in amounts to be set by the Board of Directors.
2.
Payment for the securities purchased may only be in cash or through services.
3.
Employees are not required to contribute to the Plan.
4.
Employees 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.
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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. 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 Restricted Stock, that is 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 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.
j.
Charges and Deductions and Liens Therefore
Not applicable.