Bridgeport Ventures Inc.: Exhibit 4.1 - Filed by newsfilecorp.com






Exhibit 4.1

BRIDGEPORT VENTURES INC. 

STOCK OPTION PLAN 

	1. 	
      PURPOSE



The purpose of this stock option plan (the “Plan”) is to
authorize the grant to Eligible Persons (as such term is defined below) of
Bridgeport Ventures Inc. (the “Corporation”) of options to purchase
common shares (“shares”) of the Corporation's capital and thus benefit
the Corporation by enabling it to attract, retain and motivate Eligible Persons
by providing them with the opportunity, through share options, to acquire an
increased proprietary interest in the Corporation. 

	2. 	
      ADMINISTRATION



The Plan shall be administered by the board of directors of the
Corporation or a committee established by the board of directors for that
purpose (the “Committee”). Subject to approval of the granting of options
by the board of directors or Committee, as applicable, the Corporation shall
grant options under the Plan. 

	3. 	
      SHARES SUBJECT TO PLAN



Subject to adjustment under the provisions of paragraph 12
hereof, the aggregate number of shares of the Corporation which may be issued
and sold under the Plan will not exceed 10% of the total number of shares of the
Corporation issued and outstanding from time to time. The total number of shares
which may be reserved for issuance to any one individual under the Plan within
any one year period shall not exceed 5% of the outstanding issue. The
Corporation shall not, upon the exercise of any option, be required to issue or
deliver any shares prior to (a) the admission of such shares to listing on any
stock exchange on which the Corporation's shares may then be listed, and (b) the
completion of such registration or other qualification of such shares under any
law, rules or regulation as the Corporation shall determine to be necessary or
advisable. If any shares cannot be issued to any optionee for whatever reason,
the obligation of the Corporation to issue such shares shall terminate and any
option exercise price paid to the Corporation shall be returned to the optionee.


	4. 	
      LIMITS WITH RESPECT TO
INSIDERS




	 	(a) 	
      The maximum number of shares which may be reserved for
      issuance to insiders under the Plan, any other employer stock option plans
      or options for services, shall be 10% of the shares issued and outstanding
      at the time of the grant (on a non-diluted basis).

	 	 	 
	 	(b) 	
      The maximum number of shares which may be issued to
      insiders under the Plan, together with any other previously established or
      proposed share compensation arrangements, within any one year period shall
      be 10% of the outstanding issue. The maximum number of shares which may be
      issued to any one insider and his or her associates under the Plan,
      together with any other previously established
or proposed share compensation arrangements, within a one year
period shall be 5% of the shares outstanding at the time of the grant (on a
non-diluted basis). 







	 	
       
	5. 	
      ELIGIBILITY



Options shall be granted only to Eligible Persons, any
registered savings plan established by an Eligible Person or any corporation
wholly-owned by an Eligible Person. The term “Eligible Person” means:


	 	(a) 	
      a senior officer or director of the Corporation or any of
      its subsidiaries;

	 	 	 
	 	(b) 	
      either:




	 	(i) 	
      an individual who is considered an employee under the
      Income Tax Act,

	 	 	 
	 	(ii) 	
      an individual who works full-time for the Corporation
      providing services normally provided by an employee and who is subject to
      the same control and direction by the Corporation over the details and
      methods of work as an employee of the Corporation, but for whom income tax
      deductions are not made at source, or

	 	 	 
	 	(iii) 	
      an individual who works for the Corporation on a
      continuing and regular basis for a minimum amount of time per week (the
      number of hours should be disclosed in the submission) providing services
      normally provided by an employee and who is subject to the same control
      and direction by the Corporation over the details and methods of work as
      an employee of the Corporation, but for whom income tax deductions are not
      made at source,



any such individual, an
“Employee”; 

	 	(c) 	
      an individual employed by a corporation, incorporated
      association or organization, body corporate, partnership, trust,
      association or other entity other than an individual (a “Company”)
      or an individual (together with a Company, a “Person”) providing
      management services to the Corporation, which are required for the ongoing
      successful operation of the business enterprise of the Corporation, but
      excluding a Person engaged in Investor Relations Activities (as hereafter
      defined) (a “Management Company Employee”);

	 	 	 
	 	(d) 	
      an individual (or a company or partnership of which the
      individual is an employee, shareholder or partner), other than an
      Employee, Management Company Employee, director or senior officer,
    who:




	 	(i) 	
      provides ongoing consulting services to the Corporation
      or an Affiliate of the Corporation under a written contract;

	 	 	 
	 	(ii) 	
      possesses technical, business or management expertise of
      value to the Corporation or an Affiliate of the
  Corporation;



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	 	(iii) 	
      spends a significant amount of time and attention on the
      business and affairs of the Corporation or an Affiliate of the
      Corporation;

	 	 	 
	 	(iv) 	
      has a relationship with the Corporation or an Affiliate
      of the Corporation that enables the individual to be knowledgeable about
      the business and affairs of the Corporation; and

	 	 	 
	 	(v) 	
      does not engage in Investor Relations Activities (as
      hereafter defined)



any such individual, a
“Consultant”;

	 	(e) 	
      an individual (or a company or partnership of which the
      individual is an employee, shareholder or partner), other than an
      Employee, Management Company Employee, director or senior officer, that
      falls within the definition of Consultant contained in subsections 5(d)(i)
      through (iv) which provides Investor Relations Activities (an “Investor
      Relations Consultant”); or

	 	 	 
	 	(f) 	
      a Person that falls within the definition of Eligible
      Person contained in any of subsections 5(a), (b) or (d) which provides
      Investor Relations Activities (an “Investor Relations
    Person”).



For purposes of the foregoing, a Company is an
“Affiliate” of another Company if: (a) one of them is the subsidiary of
the other; or (b) each of them is controlled by the same Person. 

The term “Investor Relations Activities” means any
activities or oral or written communications, by or on behalf of the Corporation
or shareholder of the Corporation, that promote or reasonably could be expected
to promote the purchase or sale of securities of the Corporation, but does not
include: 

	 	(a) 	
      the dissemination of information provided, or records
      prepared, in the ordinary course of business of the
  Corporation




	 	(i) 	
      to promote the sale of products or services of the
      Corporation, or

	 	 	 
	 	(ii) 	
      to raise public awareness of the Corporation,

	 	 	 
	 	(iii) 	
      that cannot reasonably be considered to promote the
      purchase or sale of securities of the
Corporation;




	 	(b) 	
      activities or communications necessary to comply with the
      requirements of




	 	(i) 	
      applicable securities laws, policies or
    regulations,

	 	 	 
	 	(ii) 	
      the rules, and regulations of the TSX Venture Exchange
      (“TSX-V”) or the by-laws, rules or other regulatory instruments of
      any other self regulatory body or exchange having jurisdiction over the
      Corporation;



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	 	(iii) 	
      communications by a publisher of, or writer for, a
      newspaper, magazine or business or financial publication, that is of
      general and regular paid circulation, distributed only to subscribers to
      it for value or to purchasers of it, if




	 	(1) 	
      the communication is only through the newspaper, magazine
      or publication, and

	 	 	 
	 	(2) 	
      the publisher or writer received no commission or other
      consideration other than for acting in the capacity of publisher or
      writer; or




	 	(c) 	
      activities or communications that may be otherwise
      specified by the TSX-V.



For stock options to Employees, Consultants, Management Company
Employees or Investor Relations Persons, the Corporation must represent that the
optionee is a bona fide Employee, Consultant, Management Company Employee
or Investor Relations Person as the case may be. The terms “insider”,
“controlled” and “subsidiary” shall have the meanings ascribed thereto in the
Securities Act (Ontario) from time to time. Subject to the foregoing, the
board of directors or Committee, as applicable, shall have full and final
authority to determine the persons who are to be granted options under the Plan
and the number of shares subject to each option. 

	6. 	
      LIMITS WITH RESPECT TO CONSULTANTS AND INVESTOR RELATIONS
      PERSONS




	 	(a) 	
      The maximum number of stock options which may be granted
      to any one Consultant under the Plan, any other employer stock options
      plans or options for services, within any 12 month period, must not exceed
      2% of the shares issued and outstanding at the time of the grant (on a
      non-diluted basis).

	 	 	 
	 	(b) 	
      The maximum number of stock options which may be granted
      to Investor Relations Persons under the Plan, any other employer stock
      options plans or options for services, within any 12 month period must not
      exceed, in the aggregate, 2% of the shares issued and outstanding at the
      time of the grant (on a non-diluted basis).




	7. 	
      PRICE



The purchase price (the “Price”) for the shares of the
Corporation under each option shall be determined by the board of directors or
Committee, as applicable, on the basis of the market price, where “market price”
shall mean the prior trading day closing price of the shares of the Corporation
on any stock exchange on which the shares are listed or last trading price on
the prior trading day on any dealing network where the shares trade, and where
there is no such closing price or trade on the prior trading day, “market
price”' shall mean the average of the daily high and low board lot trading
prices of the shares of the Corporation on any stock exchange on which the
shares are listed or dealing network on which the shares of the Corporation
trade for the five (5) immediately preceding trading days. In the event the
shares are listed on the TSX-V, the price may be the market price less any
discounts from the market price allowed by the TSX-V, subject to a minimum price of $0.10. In the event the shares
are not listed on any exchange and do not trade on any dealing network, the
market price will be determined by the board of directors. The approval of
disinterested shareholders will be required for any reduction in the Price of a
previously granted option to an insider of the Corporation. 

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	8. 	
      PERIOD OF OPTION AND RIGHTS TO
EXERCISE



Subject to the provisions of this paragraph 8 and paragraphs 9,
10 and 17 below, options will be exercisable in whole or in part, and from time
to time, during the currency thereof. Options shall not be granted for a term
exceeding five years. The shares to be purchased upon each exercise of any
option (the “optioned shares”) shall be paid for in full at the time of
such exercise. Except as provided in paragraphs 9, 10 and 17 below, no option
which is held by a service provider may be exercised unless the optionee is then
a service provider for the Corporation. 

	9. 	
      CESSATION OF PROVISION OF
SERVICES



Subject to paragraph 10 below, if any optionee who is a service
provider shall cease to be an Eligible Person of the Corporation for any reason
(whether or not for cause) the optionee may, but only within the period of
ninety days (unless such period is extended by the board of directors or the
Committee, as applicable, and approval is obtained from the stock exchange on
which the shares of the Corporation trade), or thirty days if the Eligible
Person is an Investor Relations Person (unless such period is extended by the
board of directors or the Committee, as applicable, and approval is obtained
from the stock exchange on which the shares of the Corporation trade), next
succeeding such cessation and in no event after the expiry date of the
optionee's option, exercise the optionee's option unless such period is extended
as provided in paragraph 10 below. 

	10. 	
      DEATH OF OPTIONEE



In the event of the death of an optionee during the currency of
the optionee's option, the option theretofore granted to the optionee shall be
exercisable within, but only within, the period of one year next succeeding the
optionee's death (unless such period is extended by the board of directors or
the Committee, as applicable, and approval is obtained from the stock exchange
on which the shares of the Corporation trade). Before expiry of an option under
this paragraph 10, the board of directors or Committee, as applicable, shall
notify the optionee's representative in writing of such expiry. 

	11. 	
      NON-ASSIGNABILITY AND NON-TRANSFERABILITY OF
  OPTION



An option granted under the Plan shall be non-assignable and
non-transferable by an optionee otherwise than by will or by the laws of descent
and distribution, and such option shall be exercisable, during an optionee's
lifetime, only by the optionee. 

	12. 	
      ADJUSTMENTS IN SHARES SUBJECT TO
PLAN



The aggregate number and kind of shares available under the
Plan shall be appropriately adjusted in the event of a reorganization,
recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, rights offering
or any other change in the corporate structure or shares of the Corporation. The
options granted under the Plan may contain such provisions as the board of
directors, or Committee, as applicable, may determine with respect to
adjustments to be made in the number and kind of shares covered by such options
and in the option price in the event of any such change. If there is a reduction
in the exercise price of the options of an insider of the Corporation, the
Corporation will be required to obtain approval from disinterested shareholders. 

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	13. 	
      AMENDMENT AND TERMINATION OF THE
PLAN



The board of directors or Committee, as applicable, may at any
time amend or terminate the Plan, but where amended, such amendment is subject
to regulatory approval. 

	14. 	
      EFFECTIVE DATE OF THE PLAN



The Plan becomes effective on the date of its approval by the
shareholders of the Corporation. 

	15. 	
      EVIDENCE OF OPTIONS



Each option granted under the Plan shall be embodied in a
written option agreement between the Corporation and the optionee which shall
give effect to the provisions of the Plan. 

	16. 	
      EXERCISE OF OPTION



Subject to the provisions of the Plan and the particular
option, an option may be exercised from time to time by delivering to the
Corporation at its registered office a written notice of exercise specifying the
number of shares with respect to which the option is being exercised and
accompanied by payment in cash or certified cheque for the full amount of the
purchase price of the shares then being purchased. 

Upon receipt of a certificate of an authorized officer
directing the issue of shares purchased under the Plan, the transfer agent is
authorized and directed to issue and countersign share certificates for the
optioned shares in the name of such optionee or the optionee's legal personal
representative or as may be directed in writing by the optionee's legal personal
representative. 

	17. 	
      VESTING RESTRICTIONS



Options issued under the Plan may vest at the discretion of the
board of directors or Committee, as applicable, provided that if required by any
stock exchange on which the shares of the Corporation trade, options issued to
Investor Relations Consultants must vest in stages over not less than 12 months
with no more than one-quarter (1/4) of the options vesting in any three month
period. 

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	18. 	
      NOTICE OF SALE OF ALL OR SUBSTANTIALLY ALL SHARES OR
      ASSETS



If at any time when an option granted under this Plan remains
unexercised with respect to any optioned shares: 

	 	(a) 	
      the Corporation seeks approval from its shareholders for
      a transaction which, if completed, would constitute an Acceleration Event;
      or

	 	 	 
	 	(b) 	
      a third party makes a bona fide formal offer or proposal
      to the Corporation or its shareholders which, if accepted, would
      constitute an Acceleration Event;



the Corporation shall notify the optionee in writing of such
transaction, offer or proposal as soon as practicable and, provided that the
board of directors or Committee, as applicable, has determined that no
adjustment shall be made pursuant to section 12 hereof, (i) the board of
directors or Committee, as applicable, may permit the optionee to exercise the
option granted under this Plan, as to all or any of the optioned shares in
respect of which such option has not previously been exercised (regardless of
any vesting restrictions), during the period specified in the notice (but in no
event later than the expiry date of the option), so that the optionee may
participate in such transaction, offer or proposal; and (ii) the board of
directors or Committee, as applicable, may require the acceleration of the time
for the exercise of the said option and of the time for the fulfilment of any
conditions or restrictions on such exercise. 

For these purposes, an Acceleration
Event means: 

	 	(a) 	
      the acquisition by any “offeror” (as defined in Part XX
      of the Securities Act (Ontario)) of beneficial ownership of more
      than 50% of the outstanding voting securities of the Corporation, by means
      of a take-over bid or otherwise;

	 	 	 
	 	(b) 	
      any consolidation or merger of the Corporation in which
      the Corporation is not the continuing or surviving corporation or pursuant
      to which shares of the Corporation would be converted into cash,
      securities or other property, other than a merger of the Corporation in
      which shareholders immediately prior to the merger have the same
      proportionate ownership of stock of the surviving corporation immediately
      after the merger;

	 	 	 
	 	(c) 	
      any sale, lease exchange or other transfer (in one
      transaction or a series of related transactions) of all or substantially
      all of the assets of the Corporation; or

	 	 	 
	 	(d) 	
      the approval by the shareholders of the Corporation of
      any plan of liquidation or dissolution of the
  Corporation.



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	19. 	
      RIGHTS PRIOR TO EXERCISE



An optionee shall have no rights whatsoever as a shareholder in
respect of any of the optioned shares (including any right to receive dividends
or other distributions therefrom or thereon) other than in respect of optioned
shares in respect of which the optionee shall have exercised the option to
purchase hereunder and which the optionee shall have actually taken up and paid
for. 

	20. 	
      GOVERNING LAW



This Plan shall be construed in accordance with and be governed
by the laws of the Province of Ontario and shall be deemed to have been made in
said Province, and shall be in accordance with all applicable securities laws.


	21. 	
      EXPIRY OF OPTION



On the expiry date of any option granted under the Plan, and
subject to any extension of such expiry date permitted in accordance with the
Plan, such option hereby granted shall forthwith expire and terminate and be of
no further force or effect whatsoever as to such of the optioned shares in
respect of which the option has not been exercised. 

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