Tierra Grande Resources Inc.: Exhibit 4.1 - Filed by newsfilecorp.com






EXHIBIT 4.1 

TIERRA GRANDE RESOURCES INC. 

2012 STOCK INCENTIVE PLAN

ARTICLE 1 
ESTABLISHMENT, PURPOSE, EFFECTIVE DATE
AND EXPIRATION DATE 

1.1 Establishment. Subject to the approval of the
shareholders of Buckingham Exploration Inc., a Nevada corporation (the
“Company”), the Company has established the Buckingham Exploration Inc. 2012
Stock Incentive Plan (the “Plan”). The Plan permits the grant of Options,
Restricted Stock Rights, Restricted Stock, Performance Shares, Performance Share
Units and Stock Appreciation Rights. The Plan also permits the grant of awards
that qualify for the “performance-based compensation” exception to the
limitations on the deduction of compensation imposed by Section 162(m) of the
Code. 

1.2 Purpose. The purpose of the Plan is to
promote the long-term success of the Company and the creation of stockholder
value by (a) encouraging Employees, officers, Consultants and non-Employee
Directors to focus on critical long-range objectives, (b) encouraging the
attraction and retention of qualified Employees, officers, Consultants and
non-Employee Directors and (c) linking such person directly to stockholder
interests through increased stock ownership. The Plan is further intended to
provide flexibility to the Company in its ability to attract, retain and
motivate individuals upon whose judgment, interest and special effort the
successful conduct of the Company’s operation is largely dependent. 

1.3 Effective Date. The Plan is effective as of the date
it is approved by the Company’s shareholders by written consent or at a meeting
of the Company’s shareholders (the “Effective Date”). The Plan shall become
effective upon approval by a simple majority of holders of the outstanding
shares of common stock of the Company.

1.4 Expiration Date. The Plan will expire on, and no
Award may be granted under the Plan after, the tenth (10) anniversary of the
Effective Date unless the shareholders of the Company approve an extension of
the Plan prior to such expiration date. Any Awards that are outstanding on the
tenth anniversary of the Effective Date (or such later expiration date as
approved by the Company’s shareholders) shall remain in force according to the
terms of the Plan and the applicable Award Agreement. 

ARTICLE 2 
DEFINITIONS

2.1 Definitions. When a word or phrase appears in
this Plan document with the initial letter capitalized, and the word or phrase
does not commence a sentence, the word or phrase will generally be given the
meaning ascribed to it in this Section 2.1 unless a clearly different meaning is
required by the context. The following words and phrases will have the following
meanings: 

	(a) 	
      “Affiliate” means any entity other than a
      Subsidiary, if the Company and/or one or more Subsidiaries own not less
      than 50% of such entity.

	 	 
	(b) 	
      “Annual Meeting” means the regular annual meeting
      of the Company’s stockholders.

	 	 
	(c) 	
      “Annual Meeting Date” means the dates established
      for the annual meetings of the Company’s shareholders pursuant to the
      Company’s Bylaws.



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	(d) 	
      “Award” means any Option, Restricted Stock Right,
      Restricted Stock, Performance Share, Performance Share Unit or Stock
      Appreciation Right granted pursuant to the Plan.

	 	 
	(e) 	
      “Award Agreement” means any written agreement or
      other document evidencing an Award.

	 	 
	(f) 	
      “Board” means the Board of Directors of the
      Company, as constituted from time to time.

	 	 
	(g) 	
      “Cause” means a determination by the Committee
      that a Participant (i) has been convicted of, or entered a plea of nolo
      contendere to, a crime that constitutes a felony (or equivalent) under
      federal, state or provincial law, (ii) has engaged in willful gross
      misconduct in the performance of a Participant’s duties to the Company or
      an Affiliate, (iii) has committed a material breach of any written
      agreement with the Company or any Affiliate with respect to
      confidentiality, noncompetition, nonsolicitation or similar restrictive
      covenant, or (iv) has engaged in any other conduct which would constitute
      “cause” under any applicable laws, provided that, in the event that a
      Participant is a party to an employment agreement with the Company or any
      Affiliate that defines a termination on account of “Cause” (or a term
      having similar meaning), such definition shall apply as the definition of
      a termination on account of “Cause” for such Participant for the purposes
      hereof.

	 	 
	(h) 	
      “Chief Executive Officer” or “CEO” means
      the Chief Executive Officer of the Company.

	 	 
	(i) 	
      “Change in Control” means the occurrence of any of
      the following events:




	 	(i) 	
      Any “person” (as defined below) who by the acquisition or
      aggregation of securities, is or becomes the “beneficial owner” (as
      defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
      securities of the Company representing 50% or more of the combined voting
      power of the Company’s then outstanding securities ordinarily (and apart
      from rights accruing under special circumstances) having the right to vote
      at elections of directors (the “Base Capital Stock”); except that any
      change in the relative beneficial ownership of the Company’s securities by
      any person resulting solely from a reduction in the aggregate number of
      outstanding shares of Base Capital Stock, and any decrease thereafter in
      such person’s ownership of securities, shall be disregarded until such
      person increases in any manner, directly or indirectly, such person’s
      beneficial ownership of any securities of the Company; or

	 	 	 
	 	(ii) 	
      The consummation of a merger or consolidation of the
      Company with or into another entity or any other corporate reorganization,
      if persons who were not stockholders of the Company immediately prior to
      such merger, consolidation or other reorganization own immediately after
      such merger, consolidation or other reorganization 50% or more of the
      voting power of the outstanding securities of each of (A) the continuing
      or surviving entity and (B) any direct or indirect parent corporation of
      such continuing or surviving entity; or

	 	 	 
	 	(iii) 	
      The sale, transfer or other disposition of all or
      substantially all of the Company’s assets.

	 	 	 
	 		
      For purposes of this subsection (i), the term “person”
      shall have the same meaning as when used in Sections 13(d) and 14(d) of
      the Exchange Act but shall exclude: (1) a trustee or other fiduciary
      holding securities under an employee benefit plan maintained by the
      Company or a Parent or Subsidiary; and (2) a corporation owned directly or
      indirectly by the stockholders of the Company in substantially the same
      proportions as their ownership of the Stock.



Any other provision of this Section 2.1(i) notwithstanding, a
transaction shall not constitute a Change in Control if its sole purpose is to
change the state or jurisdiction of the Company’s incorporation. The transfer of
stock or assets of the Company in connection with a bankruptcy filing by or
against the Company under Title 11 of the United States Code will not be
considered to be a Change of Control for purposes of this Plan.

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	(j) 	
      “Code” means the Internal Revenue Code of 1986, as
      amended. All references to the Code shall be interpreted to include a
      reference to any applicable regulations, rulings or other official
      guidance promulgated pursuant to such section of the Code.

	 	 
	(k) 	
      “Committee” means a committee as may be designated
      by the Board to administer the Plan or the Board until such time as such
      Committee is established.

	 	 
	(l) 	
      “Company” means Buckingham Exploration Inc., or
      any successor as provided in Section 19.9.

	 	 
	(m) 	
      “Constructive Termination” means the Termination
      of Employment by a Participant within sixty (60) days following the
      occurrence of any one or more of the following events without the
      Participant’s written consent (i) any one or more of a reduction in
      position, title (for Vice Presidents or above), overall responsibilities,
      level of authority, level of reporting (for Vice Presidents or above),
      base compensation, annual incentive compensation opportunity, aggregate
      employee benefits or (ii) a requirement that the Participant’s location of
      employment be relocated by more than fifty (50) miles, provided that, in
      the event that a Participant is a party to an employment agreement with
      the Company or any Affiliate (or a successor entity) that defines a
      termination on account of “Constructive Termination”, “Good Reason” or
      “Breach of Agreement” (or a term having a similar meaning), such
      definition shall apply as the definition of “Constructive Termination” for
      purposes of this Plan in respect of such Participant only. A Constructive
      Termination shall be communicated by written notice to the Committee, and
      shall be deemed to occur on the date such notice is delivered to the
      Committee, unless the circumstances giving rise to the Constructive
      Termination are cured within five (5) business days of such
  notice.

	 	 
	(n) 	
      “Consultant” means a consultant or adviser who
      provides services to the Company or an Affiliate as an independent
      contractor and not as an Employee; provided however that a Consultant may
      become a Participant pursuant to this Plan only if he or she (i) is a
      natural person and (ii) provides bona fide services to the Company or an
      Affiliate.

	 	 
	(o) 	
      “Covered Employee” means an Employee who is, or
      could be, a “covered employee” as defined by Section 162(m) of the
      Code.

	 	 
	(p) 	
      “Director” means a member of the Board.

	 	 
	(q) 	
      “Disability” means the inability of a Participant
      to engage in any substantially gainful activity by reason of any medically
      determinable physical or mental impairment that can be expected to result
      in death or which has lasted or can be expected to last for a continuous
      period of not less than twelve (12) months. The permanence and degree of
      impairment shall be supported by medical evidence.

	 	 
	(r) 	
      “Effective Date” means the date on which the
      shareholders of the Company approve the Plan as described in Section
      1.3.

	 	 
	(s) 	
      “Employee” means a common-law employee of the
      Company or an Affiliate.

	 	 
	(t) 	
      “ERISA” means the Employee Retirement Income
      Security Act of 1974, as amended. All references to a section of ERISA
      shall be interpreted to include a reference to any applicable regulations,
      rulings or other official guidance promulgated pursuant to such section of
      ERISA.

	 	 
	(u) 	
      “Exchange Act” means the Securities Exchange Act
      of 1934, as amended.

	 	 
	(v) 	
      “Fair Market Value” means the market price of one
      share of Stock, determined by the Committee as
follows:




	 	(i) 	
      If the Stock was traded on a United States national
      exchange or a market regulated by NASDAQ, then the Fair Market Value shall
      be equal to the last reported sale price quoted for such date
  by the national exchange or NASDAQ;



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	 	(ii) 	
      If the Stock was traded on a United States stock exchange
      or the Toronto Stock Exchange on the date in question, then the Fair
      Market Value shall be equal to the closing price reported for such date by
      the applicable composite-transactions report;

	 	 	 
	 	(iii) 	
      If the Stock was traded over-the-counter on the date in
      question but was not traded on a NASDAQ market, then the Fair Market Value
      shall be equal to the last transaction price quoted for such date by the
      OTC Bulletin Board or, if not so quoted, shall be equal to the mean
      between the last reported representative bid and asked prices quoted for
      such date by the principal automated inter-dealer quotation system on
      which the Stock is quoted or, if the Stock is not quoted on any such
      system, by the “Pink Sheets” published by the National Quotation Bureau,
      Inc.; or

	 	 	 
	 	(iv) 	
      If none of the foregoing provisions is applicable, then
      the Fair Market Value shall be determined by the Committee in good faith
      on such basis as it deems appropriate.



In all cases, the determination of Fair Market Value by the
Committee shall be conclusive and binding on all persons.

	(w) 	
      “Grant Date” means the date the Committee approves
      the Award or a date in the future on which the Committee determines the
      Award will become effective.

	 	 
	(x) 	
      “Incentive Stock Option” means an Option that is
      intended to meet the requirements of Section 422 of the Code or any
      successor provision thereto.

	 	 
	(y) 	
      “Lead Director” means a non-Employee Director
      elected by members of the Board to provide leadership to non-Employee
      Directors.

	 	 
	(z) 	
      “Non-Qualified Stock Option” means an Option that
      is not intended to be an Incentive Stock Option.

	 	 
	(aa) 	
      “Option” means the right to purchase Stock at a
      stated price for a specified period of time. An Option may either be an
      Incentive Stock Option or a Non-Qualified Stock Option.

	 	 
	(bb) 	
      “Optionee” means an individual or estate which
      holds an Option or SAR.

	 	 
	(cc) 	
      “Parent” shall mean any corporation (other than
      the Company) in an unbroken chain of corporations ending with the Company,
      if each of the corporations other than the Company owns stock possessing
      50% or more of the total combined voting power of all classes of stock in
      one of the other corporations in such chain. A corporation that attains
      the status of a Parent on a date after the adoption of the Plan shall be a
      Parent commencing as of such date.

	 	 
	(dd) 	
      “Participant” means an individual who, as an
      Employee, officer or non-Employee Director of, or Consultant to, the
      Company, or any Affiliate, has been granted an Award under the
  Plan.

	 	 
	(ee) 	
      “Performance-Based Award” means an Award granted
      to select Covered Employees pursuant to Articles 7, 8 and 9 that is
      subject to the terms and conditions set forth in Article 10. All
      Performance-Based Awards are intended to qualify as “performance-based
      compensation” exempt from the deduction limitations imposed by Section
      162(m) of the Code.

	 	 
	(ff) 	
      “Performance Criteria” means the criteria or any
      combination of criteria, that the Committee selects for the purposes of
      establishing, the Performance Goal or Performance Goals for a Participant
      during a Performance Period. The Performance Criteria that will be used to
      establish Performance Goals are limited to the following: revenue; revenue
      growth; earnings (including earnings before interest, taxes, depreciation
      and amortization “EBITDA” or variations thereof); EBITDA per tonne
    of production; operating income; operating margin; pre- and
      after-tax income; cash flow; cash flow per share; net earnings; earnings
      per share; return on equity; return on capital (including return on total
      capital or return on invested capital); return on investment; return on
      assets or net assets; economic value added; share price performance; total
      shareholder return; improvement in or attainment of expense levels; cost
      containment or reduction improvement in or attainment of working capital
      levels; budget achievement; production costs; project milestones;
      operating efficiency; debt; dividends; improvement in or attainment of
      objective corporate governance goals; contract awards; and attainment of
      health and safety goals (including environmental health and safety goals).
      The Committee shall, within the time prescribed by Section 162(m) of the
      Code, define in an objective fashion the manner of calculating the
      Performance Criteria it selects to use for a particular Performance Period
      for a particular Participant.



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	(gg) 	
      “Performance Goals” means the goal or goals
      established in writing by the Committee for a Performance Period based on
      the Performance Criteria. Depending on the Performance Criteria used to
      establish Performance Goals, the Performance Goals may be expressed in
      terms of overall Company performance, or the performance of a division,
      Affiliate, or an individual. The Performance Goals may be stated in terms
      of absolute levels or relative to another company or companies or to an
      index or indices.

	 	 
	(hh) 	
      “Performance Period” means one or more periods of
      time, which may be of varying and overlapping durations, as the Committee
      may select, over which the attainment of one or more Performance Goals
      will be measured for the purpose of determining a Participant’s right to,
      and the payment of, a Performance-Based Award.

	 	 
	(ii) 	
      “Performance Share” means a right granted to a
      Participant to receive a payment in the form of Stock, the payment of
      which is contingent upon achieving certain Performance Goals established
      by the Committee.

	 	 
	(jj) 	
      “Performance Share Unit” means a right granted to
      a Participant to receive a payment in the form of Stock, cash, or a
      combination thereof, the payment of which is contingent upon achieving
      certain Performance Goals established by the Committee.

	 	 
	(kk) 	
      “Plan” means this Buckingham Exploration Inc. 2012
      Stock Incentive Plan.

	 	 
	(ll) 	
      “Restricted Period” means the period during which
      Restricted Stock, Restricted Stock Rights, Performance Shares, or
      Performance Share Units are subject to restrictions pursuant to the
      provisions of the Plan or an Award Agreement.

	 	 
	(mm) 	
      “Restricted Stock” means Stock granted to a
      Participant pursuant to Article 7 that is subject to certain restrictions
      and to the risk of forfeiture.

	 	 
	(nn) 	
      “Restricted Stock Agreement” means the agreement
      between the Company and the recipient of Restricted Stock which contains
      the terms, conditions and restrictions pertaining to such Restricted
      Stock.

	 	 
	(oo) 	
      “Restricted Stock Award” means an award of
      Restricted Stock.

	 	 
	(pp) 	
      “Restricted Stock Right” means the right granted
      to a Participant pursuant to Article 7 to receive cash or Stock in the
      future, the payment of which is subject to certain restrictions and to the
      risk of forfeiture.

	 	 
	(qq) 	
      “Separation from Service” means either: (i) the
      termination of a Participant’s employment with the Company and all
      Affiliates due to death, retirement or other reasons; or (ii) a permanent
      reduction in the level of bona fide services the Participant provides to
      the Company and all Affiliates to an amount that is 20% or less of the average level of bona
      fide services the Participant provided to the Company and all Affiliates
      in the immediately preceding 36 months, with the level of bona fide
      service calculated in accordance with Treasury Regulation Section
      1.409A-1(h)(1)(ii).



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      Solely for purposes of determining whether a Participant
      has a “Separation from Service”, a Participant’s employment relationship
      is treated as continuing while the Participant is on sick leave, or other
      bona fide leave of absence (if the period of such leave does not exceed
      six months, or if longer, so long as the Participant’s right to
      reemployment with the Company or an Affiliate is provided either by
      statute or contract).

	 	 
		
      If the Participant’s period of leave exceeds six months
      and the Participant’s right to reemployment is not provided either by
      statute or by contract, the employment relationship is deemed to terminate
      on the first day immediately following the expiration of such six-month
      period. Whether a Termination of Employment has occurred will be
      determined based on all of the facts and circumstances and in accordance
      with regulations issued by the United States Treasury Department pursuant
      to Section 409A of the Code.

	 	 
		
      In the case of a non-Employee Director, Separation from
      Service means that such Director has ceased to be a member of the
      Board.

	 	 
	(rr) 	
      “Specified Employee” means certain officers and
      highly compensated Employees of the Company as defined in Treasury
      Regulation Section 1.409A-1(i). The identification date for determining
      whether any Employee is a Specified Employee during any calendar year
      shall be the September 1 preceding the commencement of such calendar
      year.

	 	 
	(ss) 	
      “Stock” means the Common Stock of the
    Company.

	 	 
	(tt) 	
      “Stock Appreciation Right” or “SAR” means
      the right to receive a payment equal to the excess of the Fair Market
      Value of one share of Stock on the date of exercise of the SAR over the
      grant price of the SAR as determined pursuant to Article 9 and the
      applicable Award Agreement.

	 	 
	(uu) 	
      “Subsidiary” shall mean any corporation, if the
      Company and/or one or more other Subsidiaries own not less than 50% of the
      total combined voting power of all classes of outstanding stock of such
      corporation. A corporation that attains the status of a Subsidiary on a
      date after the adoption of the Plan shall be considered a Subsidiary
      commencing as of such date.

	 	 
	(vv) 	
      “Termination of Employment” means: (i) in the
      context of an Award that is subject to the requirements of Section 409A of
      the Code, a “Separation from Service”; and (ii) in the case of any other
      Award, “Termination of Employment” will be given its natural
    meaning.

	 	 
	(ww) 	
      “Triggering Event” means (i) the Termination of
      Employment of a Participant by the Company or an Affiliate (or any
      successor thereof) other than on account of death, Disability or Cause,
      (ii) the occurrence of a Constructive Termination or (iii) any failure by
      the Company (or a successor entity) to assume, replace, convert or
      otherwise continue any Award in connection with the Change in Control (or
      another corporate transaction or other change affecting the shares of
      Stock) on the same terms and conditions as applied immediately prior to
      such transaction, except for equitable adjustments to reflect changes in
      Stock pursuant to Section 5.3 of the Plan.



2.2 Gender and Number. Except when otherwise indicated
by the context, words in the masculine gender when used in this Plan document
will include the feminine gender, the singular includes the plural, and the
plural includes the singular. 

ARTICLE 3 
ELIGIBILITY AND PARTICIPATION

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3.1 General Eligibility. Awards may be made only
to those Participants who are Employees, officers, Consultants to and
non-Employee Directors of the Company on the Grant Date of the Award. 

3.2 Actual Participation. Subject to the
provisions of the Plan, the Committee may, from time to time, select from among
all eligible individuals, those to whom Awards will be granted and will
determine the nature and amount of each Award. 

ARTICLE 4 
ADMINISTRATION

4.1 Administration by the Committee. The
Committee shall be responsible for the administration of the Plan. The
Committee, by majority action thereof, is authorized to interpret the Plan, to
prescribe, amend, and rescind rules and regulations relating to the Plan, to
provide for conditions and assurances deemed necessary or advisable to protect
the interests of the Company, and to make all other determinations necessary for
the administration of the Plan, but only to the extent not contrary to the
express provisions of the Plan. Determinations, interpretations, or other
actions made or taken by the Committee in good faith pursuant to the provisions
of the Plan shall be final, binding and conclusive for all purposes of the Plan.


4.2 Authority of the Committee. The Committee
shall have the authority, in its sole discretion, to determine the Participants
who: (i) are entitled to receive Awards under the Plan; (ii) the types of
Awards; (iii) the times when Awards shall be granted; (iv) the number of Awards;
(v) the purchase price or exercise price, if any; (vi) the period(s) during
which such Awards shall be exercisable (whether in whole or in part); (vii) the
restrictions applicable to Awards; (viii) the form of each Award Agreement,
which need not be the same for each Participant, (ix) the other terms and
provisions of any Award (which need not be identical); and (x) the schedule for
lapse of forfeiture restrictions or restrictions in exercisability of an Award
and accelerations or waivers thereof, based in each case on such considerations
as the Committee in its sole discretion determines. The Committee shall have the
authority to modify existing Awards, subject to Article 16 of this Plan.
Notwithstanding the foregoing, the Committee will not have the authority to
accelerate the vesting or waive the forfeiture of any Performance-Based Awards
other than as provided in an Award Agreement or to reprice any previously
granted Option. 

4.3 Award Agreement. Each Award shall be evidenced by an
Award Agreement that shall specify the type of Award granted and such other
provisions and restrictions applicable to such Award as the Committee, in its
discretion, shall determine. 

4.4 Decisions Binding. The Committee shall have the
authority to interpret the Plan and subject to the provisions of the Plan, any
Award Agreement, and all decisions and determinations by the Committee with
respect to the Plan are final, binding and conclusive on all parties. No member
of the Committee shall be liable for any action or determination made in good
faith with respect to the Plan or any Award granted under the Plan. 

ARTICLE 5 
STOCK SUBJECT TO THE PLAN

5.1 Number of Shares. Subject to adjustment provided in
Section 5.3, the total number of shares of Stock subject to all Awards under the
Plan shall be fifteen million (15,000,000). Notwithstanding the above, the
maximum number of shares of Stock that may be issued as Incentive Stock Options
under the Plan shall also be fifteen million (15,000,000). The shares of Stock
to be delivered under the Plan may consist, in whole or in part, of authorized but unissued Stock or shares
purchased on the open market or treasury Stock not reserved for any other
purpose. 

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5.2 Availability of Stock for Grant. Subject to the
express provisions of the Plan, if any Award granted under the Plan terminates,
expires, lapses for any reason, or is paid in cash, any Stock subject to or
surrendered for such Award will again be Stock available for the grant of an
Award. The exercise of a stock-settled SAR or broker-assisted “cashless”
exercise of an Option (or a portion thereof) will reduce the number of shares of
Stock available for issuance pursuant to Section 5.1 by the entire number of
shares of Stock subject to that SAR or Option (or applicable portion thereof),
even though a smaller number of shares of Stock will be issued upon such an
exercise. Also, shares of Stock tendered to pay the exercise price of an Option
or tendered or withheld to satisfy a tax withholding obligation arising in
connection with an Award will not become available for grant or sale under the
Plan. 

5.3 Adjustment in Capitalization. In the event of any
change in the outstanding shares of Stock by reason of a Stock dividend (other
than in the ordinary course) or split, recapitalization, merger, consolidation,
combination, reorganization, exchange of shares, or other similar corporate
change, the aggregate number of shares of Stock available under the Plan and
subject to each outstanding Award, and its stated exercise price or the basis
upon which the Award is measured, shall be adjusted appropriately by the
Committee, whose determination shall be conclusive; provided, however, that
fractional shares shall be rounded to the nearest whole share. Moreover, in the
event of such transaction or event, the Committee, in its sole discretion, may
provide in substitution for any or all outstanding Awards under the Plan such
alternative consideration (including cash) as it, in good faith, may determine
to be equitable under the circumstances and may require in connection therewith
the surrender of all Awards so replaced. Any adjustment to an Incentive Stock
Option shall be made consistent with the requirements of Section 424 of the
Code. Further, with respect to any Option or Stock Appreciation Right that
otherwise satisfies the requirements of the stock rights exception to Section
409A of the Code, any adjustment pursuant to this Section 5.3 shall be made
consistent with the requirements of the final regulations promulgated pursuant
to Section 409A of the Code. 

5.4 Annual Limitation on Number of Shares of Stock Subject
to Awards. Notwithstanding any provision in this Plan document to the
contrary, and subject to adjustment upon the occurrence of any of the events
indicated in Section 5.3, the maximum number of shares of Stock that may be
granted to any one Participant, who is a Covered Employee, during any of the
Company’s fiscal years with respect to one or more Awards shall be three million
(3,000,000). 

ARTICLE 6 
STOCK OPTIONS

6.1 Grant of Options. Subject to the provisions
of Article 5 and this Article 6, the Committee, at any time and from time to
time, may grant Options to such Participants and in such amounts as it shall
determine. 

	(a) 	
      Exercise Price. No Option shall be granted at an
      exercise price that is less than the Fair Market Value of one share of
      Stock on the Grant Date.

	 	 
	(b) 	
      Time and Conditions of Exercise. The Committee
      shall determine the time or times at which an Option may be exercised in
      whole or in part provided that the term of any Option granted under the
      Plan shall not exceed ten years. The Committee shall also determine the
      performance or other conditions, if any, that must be satisfied before all
      or part of an Option may be exercised.

	 	 
	(c) 	
      Payment. The Committee shall determine the methods
      by which the exercise price of an Option may be paid, the form of payment, including, without
      limitation, cash, promissory note, shares of Stock held for longer than
      six months (through actual tender or by attestation), any net-issuance
      arrangement or other property acceptable to the Committee (including
      broker-assisted “cashless exercise” arrangements), and the methods by
      which shares of Stock shall be delivered or deemed to be delivered to
      Participants.



8





	(d) 	
      Evidence of Grant. All Options shall be evidenced
      by a written Award Agreement. The Award Agreement shall reflect the
      Committee’s determinations regarding the exercise price, time and
      conditions of exercise, and forms of payment for the Option and such
      additional provisions as may be specified by the
  Committee.



6.2 Incentive Stock Options. Incentive Stock
Options shall be granted only to Participants who are Employees and the terms of
any Incentive Stock Options granted pursuant to the Plan must comply with the
following additional provisions of this Section 6.2: 

	(a) 	
      Exercise Price. Subject to Section 6.2(e), the
      exercise price per share of Stock shall be set by the Committee, provided
      that the exercise price for any Incentive Stock Option may not be less
      than the Fair Market Value as of the date of the grant.

	 	 
	(b) 	
      Exercise. In no event may any Incentive Stock
      Option be exercisable for more than ten years from the date of its
      grant.

	 	 
	(c) 	
      Lapse of Option. An Incentive Stock Option shall
      lapse in the following circumstances:




	 	(i) 	
      The Incentive Stock Option shall lapse ten years from the
      date it is granted, unless an earlier time is set in the Award
      Agreement.

	 	 	 
	 	(ii) 	
      The Incentive Stock Option shall lapse 90 days following
      the effective date of the Participant’s Termination of Employment for any
      reason other than the Participant’s death or Disability, unless otherwise
      provided in the Award Agreement.

	 	 	 
	 	(iii) 	
      If the Participant has a Termination of Employment on
      account of Disability or death before the Option lapses pursuant to
      paragraph (i) or (ii) above, the Incentive Stock Option shall lapse,
      unless it is previously exercised, on the earlier of (a) the scheduled
      expiration date of the Option; or (b) 6 months after the date of the
      Participant’s Termination of Employment on account of Disability or death.
      Upon the Participant’s Disability or death, any Incentive Stock Options
      exercisable at the Participant’s Disability or death may be exercised by
      the Participant’s legal representative or representatives, by the person
      or persons entitled to do so pursuant to the Participant’s last will and
      testament, or, if the Participant fails to make testamentary disposition
      of such Incentive Stock Option or dies intestate, by the person or persons
      entitled to receive the incentive Stock Option pursuant to the applicable
      laws of descent and distribution.




	(d) 	
      Individual Dollar Limitation. The aggregate Fair
      Market Value (determined as of the time an Award is made) of all shares of
      Stock with respect to which Incentive Stock Options are first exercisable
      by a Participant in any calendar year may not exceed $100,000 or such
      other limitation as imposed by Section 422(d) of the Code, or any
      successor provision. To the extent that Incentive Stock Options are first
      exercisable by a Participant in excess of such limitation, the excess
      shall be considered Non- Qualified Stock Options.

	 	 
	(e) 	
      Ten Percent Owners. An Incentive Stock Option
      shall not be granted to any individual who, at the Grant Date, owns stock
      possessing more than ten percent of the total combined voting power of all
      classes of Stock of the Company unless such Option is granted at a price
      that is not less than 110% of Fair Market Value on the Grant Date and the
      Option is exercisable for no more than five years from the Grant
    Date.



9





	(f) 	
      Right to Exercise. Except as provided in Section
      6.2(c)(iii), during a Participant’s lifetime, an Incentive Stock Option
      may be exercised only by the Participant.



ARTICLE 7 
RESTRICTED STOCK RIGHTS AND RESTRICTED
STOCK

7.1 Grant of Restricted Stock Rights and Restricted
Stock. Subject to the provisions of Article 5 and this Article 7, the
Committee, at any time and from time to time, may grant Restricted Stock Rights
or Restricted Stock to such Participants and in such amounts as it shall
determine. 

7.2 Restricted Stock Rights. 

	(a) 	
      Voting Rights. During the Restricted Period,
      Participants holding the Restricted Stock Rights granted hereunder shall
      have no voting rights or rights to dividends with respect to the shares of
      Stock subject to such Restricted Stock Rights prior to the issuance of
      such shares of Stock pursuant to the Plan.

	 	 
	(b) 	
      Form and Timing of Payment. Payment for any vested
      Restricted Stock Rights Award issued pursuant to this Article 7 shall be
      made in one lump sum payment of shares of Stock, cash or a combination
      thereof, equal to the Fair Market Value (determined as of a specified
      date) of a specified number of shares of Stock. As a general rule, the
      shares of Stock payable under any Restrict Stock Rights Award shall be
      made on or before March 15 of the calendar year following the calendar
      year in which the Restricted Stock Rights vest in accordance with the
      “short-term deferral” exception to Section 409A as set forth in Treasury
      Regulation Section 1.409A-1(b)(4).



7.3 Grant of Restricted Stock. 

	(a) 	
      Issuance and Restrictions. Restricted Stock shall
      be subject to such restrictions on transferability and other restrictions
      as the Committee may impose (including, without limitation, limitations on
      the right to vote, and dividends on, Restricted Stock). These restrictions
      may lapse separately or in combination at such times and pursuant to such
      circumstances, as the Committee determines at the time of the grant of the
      Award or thereafter.

	 	 
	(b) 	
      Restricted Stock Agreement. Each grant of
      Restricted Stock under the Plan shall be evidenced by a Restricted Stock
      Agreement between the recipient and the Company. Such shares of Restricted
      Stock shall be subject to all applicable terms of the Plan and may be
      subject to any other terms that are not inconsistent with the Plan. The
      provisions of the various Restricted Stock Agreements entered into under
      the Plan need not be identical.

	 	 
	(c) 	
      Payment for Awards. Subject to the following
      sentence, Restricted Stock may be sold or awarded under the Plan for such
      consideration as the Committee may determine, including (without
      limitation) cash, cash equivalents, past services and future services. To
      the extent that an Award consists of newly issued shares of Restricted
      Stock, the Award recipient shall furnish consideration with a value not
      less than the par value of such Restricted Stock in the form of cash, cash
      equivalents, Stock or past services rendered to the Company (or a Parent
      or Subsidiary), as the Committee may determine.

	 	 
	(d) 	
      Vesting. Each Award of Restricted Stock may or may
      not be subject to vesting. Vesting shall occur, in full or in instalments,
      upon satisfaction of the conditions specified in the Restricted Stock
      Agreement. A Restricted Stock Agreement may provide for accelerated
      vesting in the event of the Participant’s death, Disability or retirement
      or other events. The Committee may determine, at
the time of granting shares of Restricted Stock or
      thereafter, that all or part of such Restricted Stock shall become vested
      in the event of a Change in Control.



10





	(e) 	
      Voting and Dividend Rights. Subject to the terms
      and restrictions of any Restricted Stock Agreement, the holders of
      Restricted Stock awarded under the Plan shall have the same voting,
      dividend and other rights as the Company’s other stockholders.

	 	 
	(f) 	
      Restrictions on Transfer of Restricted Stock.
      Restricted Stock shall be subject to such rights of repurchase, rights of
      first refusal or other restrictions as the Committee may determine. Such
      restrictions shall be set forth in the applicable Restricted Stock
      Agreement and shall apply in addition to any general restrictions that may
      apply to all holders of Restricted Stock.

	 	 
	(g) 	
      Forfeiture. Except as otherwise determined by the
      Committee at the time of the grant of the Restricted Stock Award in a
      Restricted Stock Agreement or thereafter, upon Termination of Employment
      or the failure to satisfy one or more performance criteria during the
      applicable Restriction Period, Restricted Stock that is at that time
      subject to restrictions shall be forfeited.

	 	 
	(h) 	
      Certificates for Restricted Stock. Restricted
      Stock granted pursuant to the Plan may be evidenced in such manner as the
      Committee shall determine. If certificates representing shares of
      Restricted Stock are registered in the name of the Participant, the
      certificates must bear an appropriate legend referring to the terms,
      conditions, and restrictions applicable to such Restricted Stock, and the
      Company may, in its discretion, retain physical possession of the
      certificate until such time as all applicable restrictions
  lapse.



ARTICLE 8 
PERFORMANCE SHARES AND PERFORMANCE SHARE
UNITS

8.1 Grant of Performance Shares or Performance Share
Units. Subject to the provisions of Article 5 and this Article 8,
Performance Shares or Performance Share Units may be granted to Participants at
any time and from time to time as shall be determined by the Committee. The
Committee shall have complete discretion in determining the number of
Performance Shares or Performance Share Units granted to each Participant. 

8.2 Value of Performance Shares or Performance Share
Units. Each Performance Share and each Performance Share Unit shall
have a value determined by the Committee at the time of grant. The Committee
shall set goals (including Performance Goals) for a particular period (including
a Performance Period) in its discretion which, depending on the extent to which
the goals are met, will determine the ultimate value of the Performance Share or
Performance Share Units to the Participant. 

8.3 Form and Timing of Payment. Payment for
vested Performance Shares shall be made in Stock. Payments for vested
Performance Share Units shall be made in cash, Stock or a combination thereof as
determined by the Committee. All payments for Performance Shares and Performance
Share Units shall be made in a lump sum. As a general rule, payment for
Performance Shares or Performance Share Units shall be made on or before March
15 of the calendar year following the calendar year in which the right to the
payment of the Performance Shares or Performance Share Units arises in
accordance with the “short-term deferral” exception to Section 409A as set forth
in Treasury Regulation Section 1.409A -1(b)(4). 

ARTICLE 9 
STOCK APPRECIATION RIGHTS

9.1 Grant of Stock Appreciation Rights. Subject
to the provisions of Article 5 and this Article 9, Stock Appreciation Rights
(“SARs”) may be granted to Participants at any time and from time to time as
shall be determined by the Committee. SARs may be granted in
connection with the grant of an Option, in which case the exercise of SARs will
result in the surrender of the right to purchase the shares under the Option as
to which the SARs were exercised. When SARs are granted in connection with the
grant of an Incentive Stock Option, the SARs shall have such terms and
conditions as shall be required by Section 422 of the Code. Alternatively, SARs
may be granted independently of Options. 

11




9.2 Exercisability of SARs. SARs granted under
the Plan shall be exercisable at such times and be subject to such restrictions
and conditions as the Committee shall in each instance approve, which need not
be the same for all Participants; provided, however, that no SAR shall be
exercisable later than ten (10) years from the Grant Date. 

9.3 Exercise of SARs. Upon exercise of the SAR or
at a fixed date after all or part of the SAR becomes exercisable, the
Participant shall be entitled to receive payment of an amount determined by
multiplying (a) the difference, if any, of the Fair Market Value of a share of
Stock on the date of exercise over the price of the SAR fixed by the Committee
at the Grant Date, which shall not be less than the Fair Market Value of a share
of Stock at the Grant Date, by (b) the number of shares of Stock with respect to
which the SAR is exercised. 

9.4 Form and Timing of Payment. Payment for SARs
shall be made in Stock and shall be payable at the time specified in the Award
Agreement for such SARs. 

ARTICLE 10 
PERFORMANCE-BASED AWARDS

10.1 Grant of Performance-Based Awards. Options
granted to Covered Employees pursuant to Article 6 and SARs granted to Covered
Employees pursuant to Article 9 should, by their terms, qualify for the
“performance-based compensation” exception to the deduction limitations of
Section 162(m) of the Code. The Committee, in the exercise of its complete
discretion, also may choose to qualify some or all of the Restricted Stock
Rights or Restricted Stock Awards granted to Covered Employees pursuant to
Article 7 and/or some or all of the Performance Shares or Performance Share
Units granted to Covered Employees pursuant to Article 8 for the
“performance-based compensation” exception to the deduction limitations of
Section 162(m) of the Code. If the Committee, in its discretion, decides that a
particular Award to a Covered Employee should qualify as “performance-based
compensation,” the Committee will grant a Performance-Based Award to the Covered
Employee and the provisions of this Article 10 shall control over any contrary
provision contained in Articles 7, 8 or 9. If the Committee concludes that a
particular Award to a Covered Employee should not be qualified as
“performance-based compensation,” the Committee may grant the Award without
satisfying the requirements of Section 162(m) of the Code and the provisions of
this Article 10 shall not apply. 

10.2 Applicability. This Article 10 shall apply
only to Awards to those Covered Employees selected by the Committee to receive
Performance-Based Awards. The designation of a Covered Employee as a Participant
for any Performance Period shall not in any manner entitle the Participant to
receive a Performance-Based Award for such Performance Period. Moreover,
designation of a Covered Employee as a Participant for a particular Performance
Period shall not require designation of such Covered Employee as a Participant
for any subsequent Performance Period. 

10.3 Committee Discretion with Respect to Performance-Based
Awards. With regard to a particular Performance Period, the Committee
shall have full discretion to select the length of the Performance Period, the
type of Performance-Based Awards to be issued, the kind and/or level of the
Performance Goal or Goals and whether the Performance Goal or Goals apply
to the Company, an Affiliate, or any division or business unit thereof or the
Participant or any group of Participants. 

12




10.4 Establishment of Performance Goals. The
Performance Goals for any Performance-Based Award granted pursuant to this
Article 10 shall be established by the Committee in writing not later than
ninety (90) days after the commencement of the Performance Period for such
Award; provided that (a) the outcome must be substantially uncertain at the time
the Committee establishes the Performance Goals; and (b) in no event will the
Committee establish the Performance Goals for any Performance-Based Award after
twenty-five percent (25%) of the Performance Period for such Award has elapsed.


10.5 Performance Evaluation; Adjustment of Goals.
At the time that a Performance-Based Award is first issued, the Committee,
in the Award Agreement or in another written document, shall specify whether
performance will be evaluated including or excluding the effect of any of the
following events that occur during the Performance Period: (i) judgments entered
or settlements reached in litigation; (ii) the write down of assets; (iii) the
impact of any reorganization or restructuring; (iv) the impact of changes in tax
laws, accounting principles, regulatory actions or other laws affecting reported
results; (v) extraordinary non-recurring items as described in Accounting
Principles Board Opinion No. 30 and/or in management’s discussion and analysis
of financial condition and results of operations appearing in the Company’s
annual report to shareholders or Annual Report on Form 10-K, as the case may be,
for the applicable year; (vi) the impact of any mergers, acquisitions, spin-offs
or other divestitures; and (vii) foreign exchange gains and losses. 

The inclusion or exclusion of the foregoing items shall be
expressed in a form that satisfies the requirements of Section 162(m) of the
Code. The Committee, in its discretion, also may, within the time prescribed by
Section 162(m) of the Code, adjust or modify the calculation of Performance
Goals for such Performance Period in order to prevent the dilution or
enlargement of the rights of Participants: (i) in the event of, or in
anticipation of, any unusual or extraordinary corporate item, transaction,
event, or development; or (ii) in recognition of, or in anticipation of, any
other unusual or nonrecurring events affecting the Company, or the financial
statements of the Company, or in response to, or in anticipation of, changes in
applicable laws, regulations, accounting principles, or business conditions.

10.6 Adjustment of Performance-Based Awards. The
Committee shall have the sole discretion to adjust the determinations of the
degree of attainment of the pre-established Performance Goals. Notwithstanding
any provision herein to the contrary, the Committee may not make any adjustment
or take any other action with respect to any Performance-Based Award that will
increase the amount payable under any such Award. The Committee shall retain the
sole discretion to adjust Performance-Based Awards downward or to otherwise
reduce the amount payable with respect to any Performance-Based Award. 

10.7 Payment of Performance-Based Awards. Unless
otherwise provided in the relevant Award Agreement, a Participant must be an
Employee of the Company or an Affiliate on the day a Performance-Based Award for
such Performance Period is paid to the Participant. Furthermore, a Participant
shall be eligible to receive payment pursuant to a Performance-Based Award for a
Performance Period only if the Performance Goals for such Performance Period are
achieved. 

10.8 Certification by Committee. Notwithstanding
any provisions to the contrary, the payment of a Performance-Based Award shall
not occur until the Committee certifies, in writing, that the pre-established
Performance Goals and any other material terms and conditions precedent to such
payment have been satisfied. 

13




10.9 Maximum Award Payable. In accordance with
Section 5.4, the maximum Performance-Based Award payable to any one participant
for a Performance Period shall not exceed the limitation set forth in such
section. 

ARTICLE 11 
RESTRICTED STOCK AWARD FOR NON-EMPLOYEE
DIRECTORS

11.1 General. Subject to the provisions of
Article 5 and this Article 11, the Committee may grant to each individual who,
on or after the Effective Date, first becomes a non-Employee Director, a
Restricted Stock Award at its discretion. 

11.2 Annual Restricted Stock Awards. Within five
(5) business days following the conclusion of each Annual Meeting or
shareholders resolutions in lieu thereof, commencing with the Annual Meeting or
shareholders resolutions approving the Plan, each non-Employee Director who was
not elected to the Board for the first time at such meeting and who will
continue serving as a member of the Board thereafter may receive a Restricted
Stock Award at the discretion of the Committee (subject to adjustment under
Section 5.3), provided that such non-Employee Director has served on the Board
for at least six months. 

11.3 Issuance and Restrictions. The Restricted
Stock granted pursuant to this Article 11 shall be subject to such restrictions
on transferability and other restrictions as the Committee may impose
(including, without limitation, limitations on the right to vote Restricted
Stock). These restrictions may lapse separately or in combination at such times
and pursuant to such circumstances, as the Committee determines at the time of
the grant. 

11.4 Lapse of Restrictions. Except as otherwise
determined by the Committee, the restrictions on the Restricted Stock Awards
granted under this Article 11 shall lapse on the first anniversary of the Grant
Date. Notwithstanding the foregoing and Article 12, all shares of Restricted
Stock granted under this Section 11.2 shall immediately vest upon a Change in
Control. 

11.5 Termination of Service. If a non-Employee
Director ceases to be a director of the Company for any reason, the number of
shares of Stock subject to any Restricted Stock Award granted under this Article
11, the restrictions on which have not lapsed, shall expire on the date the
non-Employee Director ceases to be a director of the Company and shall be
returned to the Company without any consideration. 

11.6 Certificates for Restricted Stock.
Restricted Stock granted pursuant to this Article 11 may be evidenced in
such manner as the Committee shall determine. If certificates representing
shares of Restricted Stock are registered in the name of the non-Employee
Director, the certificates must bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to such Restricted Stock, and the
Company may, in its discretion, retain physical possession of the certificate
until such time as all applicable restrictions lapse. 

ARTICLE 12 
CHANGE IN CONTROL

12.1 Effect of Change in Control. Other than as
otherwise expressly provided in an Award Agreement (in which case the terms of
such Award Agreement will govern) and Article 11, notwithstanding any other term
or provision of this Plan, if a Triggering Event shall occur within the 12-month
period beginning with a Change in Control, then, effective immediately prior to
such Triggering Event, (i) each outstanding Option and Stock Appreciation Right,
to the extent that it shall not otherwise have become vested and exercisable, shall automatically become fully and
immediately vested and exercisable, without regard to any otherwise applicable
vesting requirement, (ii) each share of Restricted Stock or Restricted Stock
Right shall become fully and immediately vested and all forfeiture and transfer
restrictions thereon shall lapse, and (iii) each outstanding Performance Share
or Performance Share Unit shall become immediately payable. 

14




12.2 Board Discretion. Except as otherwise provided in
an Award Agreement, in this Plan or a Participant’s employment or other
agreement with the Company or an Affiliate, the Board has the sole and absolute
discretion to fully or partially vest and make exercisable any outstanding Award
upon the closing of a transaction that results in a Change in Control. 

ARTICLE 13 
NON-TRANSFERABILITY

13.1 General. Unless otherwise determined by the
Committee, no Award granted under the Plan may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution, until the termination of any Restricted Period
or Performance Period as determined by the Committee. 

13.2 Beneficiary Designation. Notwithstanding
Section 13.1, a Participant may, in the manner determined by the Committee,
designate a beneficiary to exercise the rights of the Participant and to receive
any distribution with respect to any Award upon the Participant’s death. A
beneficiary, legal guardian, legal representative, or other person claiming any
rights pursuant to the Plan is subject to all terms and conditions of the Plan
and any Award Agreement applicable to the Participant, except to the extent the
Plan and Award Agreement otherwise provide, and to any additional restrictions
deemed necessary or appropriate by the Committee. If no beneficiary has been
designated or survives the Participant, payment shall be made to the person
entitled thereto pursuant to the Participant’s will or the laws of descent and
distribution. Subject to the foregoing, a beneficiary designation may be changed
or revoked by a Participant at any time provided the change or revocation is
provided to the Committee. 

13.3 Stock Certificates. Notwithstanding anything
herein to the contrary, the Company shall not be required to issue or deliver
any certificates evidencing shares of Stock pursuant to the exercise of any
Award, unless and until the Committee has determined, with advice of counsel,
that the issuance and delivery of such certificates is in compliance with all
applicable laws, regulations of governmental authorities and, if applicable, the
requirements of any exchange or quotation system on which the shares of Stock
are listed, quoted or traded. All Stock certificates delivered pursuant to the
Plan are subject to any stop-transfer orders and other restrictions as the
Committee deems necessary or advisable to comply with Federal, state, or foreign
jurisdiction, securities or other laws, rules and regulations and the rules of
any national securities exchange or automated quotation system on which the
Stock is listed, quoted, or traded. The Committee may place legends on any Stock
certificate to reference restrictions applicable to the Stock. In addition to
the terms and conditions provided herein, the Board may require that a
Participant make such reasonable covenants, agreements, and representations as
the Board, in its discretion, deems advisable in order to comply with any such
laws, regulations, or requirements. 

ARTICLE 14 
FORFEITURE

14.1 Forfeiture Events. The Committee will specify in an
Award Agreement at the time of the Award that the Participant’s rights, payments
and benefits with respect to an Award shall be subject to reduction,
cancellation, forfeiture or recoupment upon the occurrence of certain specified
events, in addition to any otherwise applicable vesting or performance conditions of an
Award. Such events shall include, but shall not be limited to, Termination of
Employment for Cause, violation of material Company policies, fraud, breach of
noncompetition, confidentiality or other restrictive covenants that may apply to
the Participant or other conduct by the Participant that is detrimental to the
business or reputation of the Company. 

15




14.2 Termination Events. Unless otherwise provided by
the Committee and set forth in an Award Agreement, if a Participant’s employment
with the Company or any Affiliate shall be terminated for Cause, the Committee
may, in its sole discretion, immediately terminate such Participant’s right to
any further payments, vesting or exercisability with respect to any Award in its
entirety. The Committee shall have the power to determine whether the
Participant has been terminated for Cause and the date upon which such
termination for Cause occurs. Any such determination shall be final, conclusive
and binding upon the Participant. In addition, if the Company shall reasonably
determine that a Participant has committed or may have committed any act which
could constitute the basis for a termination of such Participant’s employment
for Cause, the Committee may suspend the Participant’s rights to exercise any
option, receive any payment or vest in any right with respect to any Award
pending a determination by the Committee of whether an act has been committed
which could constitute the basis for the Termination of Employment for “Cause”
as provided in this Section 14.2. 

ARTICLE 15 
SUBSTITUTION OF AWARDS

15.1 Substitution of Awards. Any Award may be granted
under this Plan in substitution for Awards held by any individual who is an
employee of another corporation who is about to become an Employee as the result
of a merger, consolidation or reorganization of the corporation with the
Company, or the acquisition by the Company of the assets of the corporation, or
the acquisition by the Company of stock of the corporation as the result of
which such corporation becomes an Affiliate or a subsidiary of the Company. The
terms and conditions of the Awards so granted may vary from the terms and
conditions set forth in this Plan to such extent as the Committee at the time of
granting the Award may deem appropriate to conform, in whole or in part, to the
provisions of the Award in substitution for which they are granted. However, in
the event that the Award for which a substitute Award is being granted is an
Incentive Stock Option, no variation shall adversely affect the status of any
substitute Award as an Incentive Stock Option under the Code. In addition, in
the event that the award for which a substitute Award is being granted is a
Non-Qualified Stock Option or a Stock Appreciation Right that otherwise
satisfies the requirements of the “stock rights exception” to Section 409A of
the Code, no variation shall adversely affect the status of any substitute Award
under the stock rights exception to Section 409A of the Code. 

ARTICLE 16 
AMENDMENT, MODIFICATION, AND
TERMINATION 

16.1 Amendment, Modification and Termination. The Board
may at any time, and from time to time, terminate, amend or modify the Plan;
provided however, that any such action of the Board shall be subject to approval
of the shareholders to the extent required by law, regulation, any stock
exchange rule for any exchange on which shares of Stock are listed or Section
16.2. Notwithstanding the above, to the extent permitted by law, the Board may
delegate to the Committee the authority to approve non-substantive amendments to
the Plan. No amendment, modification, or termination of the Plan or any Award
under the Plan shall in any manner adversely affect any Award theretofore
granted under the Plan without the consent of the holder thereof (unless such
change is required in order to cause the benefits under the Plan to qualify as performance-based compensation
within the meaning of Section 162(m) of the Code and applicable interpretive
authority thereunder). 

16




16.2 Shareholder Approval Requirements. Except as
provided in Section 5.3, neither the Board nor the Committee may, without the
approval of the shareholders, (a) reduce the purchase price or exercise price of
any outstanding Award, including any Option or SAR; (b) increase the number of
shares of Stock available under the Plan (other than any adjustment as provided
in Section 5.3); (c) grant Options with an exercise price that is below Fair
Market Value on the Grant Date; (d) reprice previously granted Options or SARs;
or (e) cancel any Option or SAR in exchange for cash or any other Award or in
exchange for any Option or SAR with an exercise price that is less than the
exercise price of the original Option or SAR. 

ARTICLE 17 
TAX WITHHOLDING

17.1 Tax Withholding. The Company shall have the
power to withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy federal, state, and local withholding tax requirements on
any Award under the Plan. To the extent that alternative methods of withholding
are available under applicable tax laws, the Company shall have the power to
choose among such methods. 

17.2 Form of Payment. To the extent permissible
under applicable tax, securities, and other laws, the Company may, in its sole
discretion, permit the Participant to satisfy a tax withholding requirement by
(a) using already owned shares of Stock that have been held by the Participant
for at least six (6) months; (b) a broker-assisted “cashless” transaction; (c)
directing the Company to apply shares of Stock to which the Participant is
entitled pursuant to the Award to satisfy the required minimum statutory
withholding amount; or (d) personal check or other cash equivalent acceptable to
the Company. 

ARTICLE 18 
INDEMNIFICATION

18.1 Indemnification. Each person who is or shall have
been a member of the Committee or of the Board shall be indemnified and held
harmless by the Company against and from any loss, cost, liability, or expense
that may be imposed upon or reasonably incurred by him in connection with or
resulting from any claim, action, suit, or proceeding to which he may be a party
or in which he may be involved by reason of any action taken or failure to act
under the Plan and against and from any and all amounts paid by him in
settlement thereof, with the Company’s approval, or paid by him in satisfaction
of any judgment in any such action, suit, or proceeding against him, provided he
shall give the Company an opportunity, at its own expense, to handle and defend
the same before he undertakes to handle and defend it on his own behalf. The
foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such person may be entitled under the Company’s
articles of incorporation, bylaws, resolution or agreement, as a matter of law,
or otherwise, or any power that the Company may have to indemnify him or hold
him harmless. 

ARTICLE 19 
GENERAL PROVISIONS

19.1 No Right to Continued Employment/No Additional
Rights/Participants. Nothing in the Plan, in the grant of any Award or in
any Award Agreement shall confer upon any Participant any right to continue
employment or a contractual relationship with the Company or any of its
Affiliates, or interfere in any way with the right of the Company or any of its
Affiliates to terminate the Participant’s employment or other service relationship for any reason at any
time. The grant of an Award under the Plan shall not confer any rights upon the
Participant holding such Award other than such terms, and subject to such
conditions, as are specified in the Plan as being applicable to such type of
Award (or to all Awards) or as are expressly set forth in the Award Agreement. 

17




19.2 No Rights to Awards. No Participant,
Employee, or other person shall have any claim to be granted any Award pursuant
to the Plan, and neither the Company nor the Committee is obligated to treat
Participants, Employees, and other persons uniformly. 

19.3 Funding. The Company shall not be required
to segregate any of its assets to ensure the payment of any Award under the
Plan. Neither the Participant nor any other persons shall have any interest in
any fund or in any specific asset or assets of the Company or any other entity
by reason of any Award, except to the extent expressly provided hereunder. The
interests of each Participant and former Participant hereunder are unsecured and
shall be subject to the general creditors of the Company. The Plan is not
intended to be subject to ERISA. 

19.4 Requirements of Law. The granting of Awards
and the issuance of shares of Stock under the Plan shall be subject to all
applicable laws, rules, and regulations, and to such approvals by any
governmental agencies or securities exchanges as may be required. The Committee
may impose such restrictions and/or conditions on any shares of Stock as it may
deem advisable. The Company shall be under no obligation to register pursuant to
the Securities Act of 1933, as amended, any of the shares of Stock paid pursuant
to the Plan. If the shares of Stock paid pursuant to the Plan may in certain
circumstances be exempt from registration pursuant to the Securities Act of
1933, as amended, the Company may restrict the transfer of such shares in such
manner as it deems advisable to ensure the availability of any such exemption.
With respect to any Participant who is, on the relevant date, obligated to file
reports pursuant to Section 16 of the Exchange Act, transactions pursuant to
this Plan are intended to comply with all applicable conditions of Rule 16b-3 or
its successors pursuant to the Exchange Act. Notwithstanding any other provision
of the Plan, the Committee may impose such conditions on the exercise of any
Award as may be required to satisfy the requirements of Rule 16b-3 or its
successors pursuant to the Exchange Act. To the extent any provision of the Plan
or action by the Committee fails to so comply, it shall be void to the extent
permitted by law and voidable as deemed advisable by the Committee. 

19.5 Governing Law. The Plan and all agreements into
which the Company and any Participant enter pursuant to the Plan shall be
construed in accordance with and governed by the laws of the State of Nevada.


19.6 No Shareholders Rights. No Award gives the
Participant any of the rights of a shareholder of the Company unless and until
shares of Stock are in fact issued to such person in connection with such Award.


19.7 Adoption of Other Plans. The adoption of the Plan
shall not preclude the Company from establishing any other forms of share
incentive or other compensation or benefit program for Employees, officers,
non-Employee Directors and Consultants of the Company or any Affiliate. 

19.8 Titles and Headings. The titles and headings
of the Articles in the Plan are for convenience of reference only and, in the
event of any conflict, the text of the Plan, rather than such titles or
headings, shall control. 

19.9 Successors and Assigns. The Plan shall be
binding upon and inure to the benefit of the successors and permitted assigns of
the Company, including without limitation, whether by way of merger, consolidation, operation of law, assignment, purchase, or other
acquisition of substantially all of the assets or business of the Company, and
any and all such successors and assigns shall absolutely and unconditionally
assume all of the Company’s obligations under the Plan. 

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19.10 Severability. If any provision of the Plan or any
Award Agreement shall be determined to be illegal or unenforceable by any court
of law in any jurisdiction, the remaining provisions hereof and thereof shall be
severable and enforceable in accordance with their terms, and all provisions
shall remain enforceable in any other jurisdiction. 

19.11 Survival of Provisions. The rights,
remedies, agreements, obligations and covenants contained in or made pursuant to
this Plan, any agreement and any notices or agreements made in connection with
this Plan shall survive the execution and delivery of such notices and
agreements and the delivery and receipt of such shares of Stock if required by
Section 13.3, shall remain in full force and effect. 

ARTICLE 20 
EXECUTION 

20.1 To record the adoption of the Plan by the Board on March
1, 2013, the Company has caused its authorized officer and/or director to
execute the same. 

TIERRA GRANDE RESOURCES INC.


By: /s/ Simon
Eley                

       Name: Simon Eley

       Title:President 

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