WHITE
MOUNTAIN TITANIUM CORPORATION

     

    2010
MANAGEMENT COMPENSATION PLAN

    


    SECTION
1

     

    BACKGROUND
AND PURPOSE

     

    1.1.          Effective Date.
 The Plan is effective as of January 1, 2010.

     

    1.2           Purpose of the Plan.
 The purpose of this Plan is to create an employee benefit plan for
employees, officers and directors for services provided to the Company,
and  to increase stockholder value and the success of the Company by
motivating members of Management of the Company (1) to provide services to
the Company and perform to the best of their abilities, (2) to achieve the
Company’s objectives, and (3) to allow the Company to minimize the cash
component of compensation while at the same time providing a sufficiently
attractive overall compensation plan with which to attract and retain Management
..  The Plan’s goals are to be achieved by providing Participants with
the opportunity to earn awards based upon their performance during a Fiscal
Year.

     

    SECTION
2

     

    DEFINITIONS

     

    The
following words and phrases shall have the following meanings unless a different
meaning is plainly required by the context:

     

    2.1           “Affiliate” means any
corporation or other entity (including, but not limited to, partnerships and
joint ventures) controlled by the Company.

    


    2.2           “Award” means as to
any Fiscal Year, the actual number of Shares payable to a Participant from the
Share Pool for the Fiscal Year.  Each Award is determined by the
Chairman for the Fiscal Year, subject to the Committee’s authority under Section
3.4 to eliminate or reduce the Award otherwise determined by the
Chairman.

    


    2.3           “Board” means the
Board of Directors of the Company.

     

    2.4           “Chairman” means the
executive chairman of the Company as established in the Company’s
Bylaws.

     

    2.5           “Code” means the
Internal Revenue Code of 1986, as amended. Reference to a specific section of
the Code or regulation thereunder shall include such section or regulation, any
valid regulation promulgated thereunder, and any comparable provision of any
future legislation or regulation amending, supplementing or superseding such
section or regulation.

     

    2.6           “Committee” means the
compensation committee, or a committee of the Board performing a similar
function, appointed by the Board to administer the Plan.

     

    2.7           “Company” means White
Mountain Titanium Corporation, a Nevada corporation, or any successor
thereto.

     

    2.8           “Determination Date”
means the last business day of each Fiscal Year.

     

    2.9           “Disability” means
total and permanent disability as defined in section 22(e) (3) of the Code,
provided that the Committee in its discretion may determine whether a permanent
and total disability exists in accordance with uniform and non-discriminatory
standards adopted by the Company from time to time.


    
      
         


      

      
         

        
          

        

      

      
         


      

    

    


    2.10          “Fiscal Year” means
any Fiscal Year of the Company beginning with the year ended December 31,
2008.

    


    2.11          “Grant Date” means the
dated upon which the Award is approved by the Committee pursuant to Section 3.4
hereof.

    


    2.12          “Management Member”
means any director, officer or employee of or consultant to the Company or an
Affiliate, whether such party is so serving at the time the Plan is adopted or
commences service subsequent to the adoption of the Plan.

    


    2.13          “Participant” means as
to any Fiscal Year, a Management Member who has been selected by the Chairman
for participation in the Plan for that Fiscal Year.

     

    2.14          “Plan” means the
Company’s Management Compensation Plan, as set forth in this instrument and as
hereafter amended from time to time.

     

    2.15          “Share Pool” shall
mean 1% of the total outstanding Shares as of the Determination
Date.

    


    2.16          “Shares” means shares
of the Company’s common stock.

     

    SECTION
3

     

    SELECTION
OF PARTICIPANTS AND DETERMINATION OF AWARDS

     

    3.1           Selection of
Participants.  The Chairman, in his or her sole discretion, shall
select the Management Members who shall be Participants for any Fiscal
Year.

     

    3.2           Determination of
Awards.  Subject to the action of the Committee as set forth in
Section 3.4 hereof, the Chairman, in his or her sole discretion, shall determine
the number of Shares for each Participant.  The aggregate Awards for
any Fiscal Year shall not exceed the total number of Shares in the Share Pool on
the Determination Date.

     

    3.3           Date for
Determinations. The Chairman shall make all determinations under
Sections 3.1 and 3.2 on or before the Determination Date.  The
Committee shall approve or reject any Award, or shall reduce the amount of any
Award,

    


    3.4           Action by the
Committee.  As to each Award granted by the Chairman, the
Committee shall approve, reject, or reduce such Award on or before the 20th day
following the Fiscal Year for which such Award was granted.

    


    3.5           Selection and Determination
by Committee or Board.  In the event that on any Determination
Date there shall be no Chairman, the Committee shall perform the functions of
the Chairman hereunder.  In the event that on any Determination Date
there shall be no Chairman or Committee, the Board shall perform the functions
of the Chairman and Committee hereunder.

    


    3.6           Awards for 2008 and
2009.  For the Fiscal Years ended December 31, 2008 and 2009,
the following awards, approved by the Board on January 12, 2010, are hereby
approved:  Michael Kurtanjek 252,000 Shares; Brian Flower 252,000
Shares; Chuck Jenkins 72,000 Shares; Howard Crosby 54,000 Shares; Christian
Feddersen 54,000 Shares; and Maria Eugenia Moscoso 36,000
Shares.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    SECTION
4

     

    PAYMENT
OF AWARDS

     

    4.1           Timing of
Payment. Subject to Section 3.4, payment of each Award shall be
made as soon as administratively practicable, however, in no event later than
the 30th day
following the end of the applicable Fiscal Year.

     

    4.2           Form of
Payment. At the option of the Chairman, each Award may be paid in
restricted stock granted under the Company’s equity compensation plan in effect
at the time of payment of the Award, or any such other shareholder approved
equity compensation plan, or in cash in a single lump sum (unless such amounts
are otherwise deferred under a deferral election made in compliance with section
409A of the Code), or in any combination of Shares and Cash.  The
amount of any cash payment shall be determined by dividing the Shares awarded to
the Participant by the fair market value of a Share on the Determination
Date.  For this purpose, “fair market value” shall mean the closing
price of the Shares on the Determination Date as reported on the Company’s
principal trading market for the Shares.  The Shares shall be fully
vested upon the Grant Date.

     

    4.3           Payment in the Event of
Death or Disability. If a Participant dies, or is determined to have
a Disability, prior to the payment of an Award that was scheduled to be paid to
him or her prior to death, or the determination of a Disability, for a prior
Fiscal Year, the Award shall be paid, in the case of death, to his or her
estate, and in the case of Disability, to the Participant or any other person
authorized under applicable law.

     

    SECTION
5

     

    ADMINISTRATION

     

    5.1           Committee is the
Administrator. The Plan shall be administered by the Chairman,
subject to Section 3.4 hereof.

     

    5.2           Authority. It
shall be the duty of the Chairman to administer the Plan in accordance with the
Plan’s provisions.  The Chairman shall have all powers and discretion
necessary or appropriate to administer the Plan and to control its operation,
including, but not limited to, the power to (a) determine which Management
Members shall be granted Awards, (b) prescribe the terms and conditions of
Awards, (c) interpret the Plan and the Awards, (d) adopt such
procedures as are necessary or appropriate to permit participation in the Plan
by Management Members who are foreign nationals or employed outside of the
United States, (e) adopt rules for the administration, interpretation and
application of the Plan as are consistent therewith, and (f) interpret,
amend or revoke any such rules.

     

    5.3           Decisions
Binding. All determinations and decisions made by the Chairman, the
Committee, or the Board pursuant to the provisions of the Plan shall be final,
conclusive, and binding on all persons, and shall be given the maximum deference
permitted by law.

     

    SECTION
6

     

    GENERAL
PROVISIONS

     

    6.1           Tax
Withholding. The Company or an Affiliate, as determined by the
Chairman, shall withhold all applicable taxes from any Award, including any
federal, state and local taxes applicable to U.S. Participants (including, but
not limited to, the Participant’s FICA and SDI obligations).

     

    6.2           No Effect on Employment or
Engagement. Nothing in the Plan shall interfere with or limit in any
way the right of the Company or an Affiliate, as applicable, to remove any
Participant from office or to terminate any Participant’s employment or
engagement at any time, with or without cause.  The Company expressly
reserves the right, which may be exercised at any time and without regard to
when during or after a Fiscal Year such exercise occurs, to remove an individual
from office or to terminate any individual’s employment or engagement with or
without cause, and to treat him or her without regard to the effect which such
treatment might have upon him or her as a Participant.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    6.3           Indemnification. The
Chairman and 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 (a) any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by him or her in connection with or resulting from any
claim, action, suit, or proceeding to which he or she may be a party or in which
he or she may be involved by reason of any action taken or failure to act under
the Plan or any award, and (b) from any and all amounts paid by him or her
in settlement thereof, with the Company’s approval, or paid by him or her in
satisfaction of any judgment in any such claim, action, suit, or proceeding
against him or her, provided he or she shall give the Company an opportunity, at
its own expense, to handle and defend the same before he or she undertakes to
handle and defend it on his or her own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Company’s Articles of Incorporation
or Bylaws, by contract, as a matter of law, or otherwise, or under any power
that the Company may have to indemnify them or hold them harmless.

     

    6.4           Successors. All
obligations of the Company and any Affiliate under the Plan, with respect to
awards granted hereunder, shall be binding on any successor to the Company
and/or such Affiliate, whether the existence of such successor is the result of
a direct or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business or assets of the Company or such
Affiliate.

     

    6.5           Beneficiary
Designations. If permitted by the Committee, a Participant under the
Plan may name a beneficiary or beneficiaries to whom any unpaid award shall be
paid in the event of the Participant’s death.  Each such designation
shall revoke all prior designations by the Participant and shall be effective
only if given in a form and manner acceptable to the Chairman.  In the
absence of any such designation, any vested benefits remaining unpaid at the
Participant’s death shall be paid to the Participant’s estate.

     

    6.6           Nontransferability of
Awards. No award granted under the Plan may be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by will,
by the laws of descent and distribution, or to the limited extent provided in
Section 6.6.  All rights with respect to an award granted to a
Participant shall be available during his or her lifetime only to the
Participant.

     

    6.7           Deferrals. The
Chairman, in his or her sole discretion, may permit a Participant to defer
receipt of the payment of cash that would otherwise be delivered to a
Participant under the Plan.  Any such deferral elections shall be
subject to such rules and procedures as shall be determined by the Chairman in
his or her sole discretion.

     

    SECTION
7

     

    AMENDMENT,
TERMINATION AND DURATION

     

    7.1           Amendment, Suspension or
Termination. The Board may amend or terminate the Plan, or any part
thereof, at any time and for any reason.  The amendment, suspension or
termination of the Plan shall not, without the consent of the Participant, alter
or impair any rights or obligations under any Award theretofore granted to such
Participant.  No Award may be granted during any period of suspension
or after termination of the Plan.

     

    7.2           Duration of the
Plan. The Plan shall commence on the date specified herein, and
subject to Section 7.1 (regarding the Board’s right to amend or terminate
the Plan), shall remain in effect thereafter.

     

    SECTION
8

     

    LEGAL
CONSTRUCTION

     

    8.1           Gender and
Number. Except where otherwise indicated by the context, any
masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    8.2           Severability. In
the event any provision of the Plan shall be held illegal or invalid for any
reason, the illegality or invalidity shall not affect the remaining parts of the
Plan, and the Plan shall be construed and enforced as if the illegal or invalid
provision had not been included.

     

    8.3           Requirements of
Law. The granting of awards under the Plan shall be subject to all
applicable laws, rules and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be
required.

     

    8.4           Governing
Law. The Plan and all awards shall be construed in accordance with
and governed by the laws of the State of Nevada, but without regard to its
conflict of law provisions.

     

    8.5           Captions. Captions
are provided herein for convenience only, and shall not serve as a basis for
interpretation or construction of the Plan.

    


    IN
WITNESS WHEREOF, this plan has been approved for the Company by the undersigned
this 8th day of
February 2010.

    


    
      	 
      	
              /s/ Michael P. Kurtanjek

            
	 
      	
              Michael
      P. Kurtanjek, President

            
	 
      	 
      
	 
      	
              /s/Brian Flower

            
	 
      	
              Brian
      Flower, Executive Chairman

            


    


    
      
         


      

      
        5