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AMARC RESOURCES LTD.
  (the Company)

SHARE OPTION PLAN

Dated for Reference September 21, 2004



ARTICLE 1PURPOSE AND INTERPRETATION

Purpose

1.1                           The
purpose of this Plan will be to advance the interests of the Company by
encouraging equity participation in the Company through the acquisition of
Common Shares of the Company. It is the intention of the Company that this Plan
will at all times be in compliance with the rules and policies of the TSX
Venture Exchange (or TSX Venture) (the TSX Venture Policies) and any
inconsistencies between this Plan and the TSX Venture Policies whether due to
inadvertence or changes in TSX Venture Policies will be resolved in favour of
the latter.

Definitions

1.2                           In
  this Plan

Affiliate means a company that
  is a parent or subsidiary of the Company, or that is controlled by the same
  entity as the Company;

Associate has the meaning assigned
  by the Securities Act;

Board means the board of directors
  of the Company or any committee thereof duly empowered or authorized to grant
  options under this Plan;

Change of Control includes situations
  where after giving effect to the contemplated transaction and as a result of
  such transaction:

(i)             any
  one Person holds a sufficient number of voting shares of the Company or resulting
  company to affect materially the control of the Company or resulting company,
  or,

(ii)             any
  combination of Persons, acting in concert by virtue of an agreement, arrangement,
  commitment or understanding, hold in total a sufficient number of voting shares
  of the Company or its successor to affect materially the control of the Company
  or its successor,

where such Person or combination of
  Persons did not previously hold a sufficient number of voting shares to affect
  materially control of the Company or its successor. In the

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absence of evidence to the contrary,
  any Person or combination of Persons acting in concert by virtue of an agreement,
  arrangement, commitment or understanding, holding more than 20% of the voting
  shares of the Company or its successor is deemed to materially affect the control
  of the Company or its successor;

Common Shares means common shares
  without par value in the capital of the Company providing such class is listed
  on the TSX Venture;

Company means the Corporation
  named at the top hereof and includes, unless the context otherwise requires,
  all of its subsidiaries or affiliates and successors according to law;

Consultant means a Person or
  Consultant Company, other than an Employee, Officer or Director that:

(i)              provides
  on an ongoing bona fide basis, consulting, technical, managerial or like services
  to the Company or an Affiliate of the Company, other than services provided
  in relation to a Distribution;

(ii)             provides
  the services under a written contract between the Company or an Affiliate and
  the Person or the Consultant Company;

(iii)            in
  the reasonable opinion of the Company, spends or will spend a significant amount
  of time and attention on the business and affairs of the Company or an Affiliate
  of the Company; and

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

Consultant Company means for
  a Person consultant, a company or partnership of which the Person is an employee,
  shareholder or partner;

Directors means the directors
  of the Company as may be elected from time to time;

Discounted Market Pricehas the
  meaning assigned by Policy 1.1 of the TSX Venture Policies;

Disinterested Shareholder Approval
  means approval by a majority of the votes cast by all the Companys shareholders
  at a duly constituted shareholders meeting, excluding votes attached to
  shares beneficially owned by Service Providers or their Associates;

Distribution has the meaning
  assigned by the Securities Act, and generally refers to a distribution of securities
  by the Company from treasury;

Effective Date for an Option
  means the date of grant thereof by the Board;

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Employee means:

(a)              a
  Person who is considered an employee under the Income Tax Act (i.e. for whom
  income tax, employment insurance and CPP deductions must be made at source);

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

(c)             
  a Person who works for the Company or its subsidiary on a continuing and regular
  basis for a minimum amount of time per week providing services normally provided
  by an employee and who is subject to the same control and direction by the Company
  over the details and methods of work as an employee of the Company, but for
  whom income tax deductions need not be made at source;

Exercise Price means the amount
  payable per Common Share on the exercise of an Option, as determined in accordance
  with the terms hereof;

Expiry Date means the day on
  which an Option lapses as specified in the Option Commitment therefor or in
  accordance with the terms of this Plan;

Insider means

(i)              an
  insider as defined in the TSX Venture Policies or as defined in securities legislation
  applicable to the Company;

(ii)             an
  Associate of any person who is an Insider by virtue of §(i) above;

Investor Relations Activities
  has the meaning assigned by Policy 1.1 of the TSX Venture Policies, and means
  generally any activities or communications that can reasonably be seen to be
  intended to or be primarily intended to promote the merits or awareness of or
  the purchase or sale of securities of the Company;

Listed Shares means the number
  of issued and outstanding shares of the Company that have been accepted for
  listing on the TSX Venture, but excluding dilutive securities not yet converted
  into Listed Shares;

Management Company Employee means
  a Person employed by another Person or a corporation providing management services
  to the Company which are required for the ongoing successful operation of the
  business enterprise of the Company, but excluding a corporation or Person engaged
  primarily in Investor Relations Activities;

NEX means a separate board of
  TSX Venture for companies previously listed on TSX Venture or the Toronto Stock
  Exchange which have failed to maintain compliance with the ongoing financial
  listing standards of those markets;

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Officer means a duly appointed
  senior officer of the Company;

Option means the right to purchase
  Common Shares granted hereunder to a Service Provider;

Option Commitment means the notice
  of grant of an Option delivered by the Company hereunder to a Service Provider
  and substantially in the form of Schedule A hereto;

Optioned Shares means Common
  Shares that may be issued in the future to a Service Provider upon the exercise
  of an Option;

Optionee means the recipient
  of an Option hereunder;

Outstanding Shares means at the
  relevant time, the number of outstanding Common Shares of the Company from time
  to time;

Participant means a Service Provider
  that becomes an Optionee;

Person means a company or an
  individual;

Plan means this Share Option
  Plan, the terms of which are set out herein or as may be amended;

Plan Shares means the total number
  of Common Shares which may be reserved for issuance as Optioned Shares under
  the Plan as provided in §2.2;

Regulatory Approval means the
  approval of the TSX Venture and any other securities regulatory authority that
  may have lawful jurisdiction over the Plan and any Options issued hereunder;

Securities Act means the Securities
  Act, R.S.B.C. 1996, c. 418, as amended from time to time;

Service Provider means a Person
  who is a bona fide Director, Officer, Employee, Management Company Employee
  or Consultant, and also includes a company, of which 100% of the share capital
  is beneficially owned by one or more Person Service Providers;

Share Compensation Arrangement
  means any Option under this Plan but also includes any other stock option, stock
  option plan, employee stock purchase plan or any other compensation or incentive
  mechanism involving the issuance or potential issuance of Common Shares to a
  Service Provider;

Shareholders Approval means approval
  by a majority of the votes cast by eligible shareholders at a duly constituted
  shareholders meeting;

TSX Venture means the TSX Venture
  Exchange and any successor thereto; and

TSX Venture Policies means the
  rules and policies of the TSX Venture as amended from time to time.

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Other Words and Phrases

1.3                           Words
and Phrases used in this Plan but which are not defined in the Plan, but are
defined in the TSX Venture Policies, will have the meaning assigned to them in
the TSX Venture Policies.

Gender

1.4                           Words
importing the masculine gender include the feminine or neuter, words in the
singular include the plural, words importing a corporate entity include
individuals, and vice versa.

ARTICLE 2 SHARE OPTION PLAN

Establishment of Share Option Plan

2.1                           There
is hereby established a Share Option Plan to recognize contributions made by
Service Providers and to create an incentive for their continuing assistance to
the Company and its Affiliates.

Maximum Plan Shares

2.2                           The
maximum aggregate number of Plan Shares that may be reserved for issuance under
the Plan at any point in time is 10% of the Outstanding Shares at the time Plan
Shares are reserved for issuance, unless this Plan is amended pursuant to the
requirements of the TSX Venture Policies.

Eligibility

2.3                           Options
to purchase Common Shares may be granted hereunder to Service Providers from
time to time by the Board. Service Providers that are corporate entities will be
required to undertake in writing not to effect or permit any transfer of
ownership or option of any of its shares, nor issue more of its shares (so as to
indirectly transfer the benefits of an Option), as long as such Option remains
outstanding, unless the written permission of the TSX Venture and the Company is
obtained.

Options Granted Under the Plan

2.4                           All
Options granted under the Plan will be evidenced by an Option Commitment in the
form attached as Schedule A, showing the number of Optioned Shares, the term of
the Option, a reference to vesting terms, if any, and the Exercise Price.

2.5                           Subject
to specific variations approved by the Board, all terms and conditions set out
herein will be deemed to be incorporated into and form part of an Option
Commitment made hereunder.

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Limitations on Issue

2.6                           Subject
  to §2.9, the following restrictions on issuances of Options are applicable
  under the Plan:

(a)              no
  Service Provider can be granted an Option if that Option would result in the
  total number of Options, together with all other Share Compensation Arrangements
  granted to such Service Provider in the previous 12 months, exceeding 5% of
  the Listed Shares (unless the Company is classified as a Tier 1 Company by the
  TSX Venture and has obtained Disinterested Shareholder Approval under §2.9(a)(iii)
  to do so);

(b)              no
  Options can be granted under the Plan if the Company is designated Inactive
  (as defined in TSX Venture Policies) by the TSX Venture;

(c)              the
  aggregate number of Options granted to Service Providers conducting Investor
  Relations Activities in any 12-month period must not exceed 2% of the Listed
  Shares, calculated at the time of grant, without the prior consent of TSX Venture;
  and

(d)              the
  aggregate number of options granted to any one Consultant in any 12-month period
  must not exceed 2% of the Listed Shares, calculated at the time of grant, without
  the prior consent of TSX Venture.

Options Not Exercised

2.7                          
In the event an Option granted under the Plan expires unexercised or is
terminated by reason of dismissal of the Optionee for cause or is otherwise
lawfully cancelled prior to exercise of the Option, the Optioned Shares that
were issuable thereunder will be returned to the Plan and will be eligible for
re-issue.

Powers of the Board

2.8                          
  The Board will be responsible for the general administration of the Plan and
  the proper execution of its provisions, the interpretation of the Plan and the
  determination of all questions arising hereunder. Without limiting the generality
  of the foregoing, the Board has the power to

(a)              allot
  Common Shares for issuance in connection with the exercise of Options;

(b)              grant
  Options hereunder;

(c)              subject
  to Regulatory Approval, amend, suspend, terminate or discontinue the Plan, or
  revoke or alter any action taken in connection therewith, except that no general
  amendment or suspension of the Plan will, without the written consent of all
  Optionees, alter or impair any Option previously granted under the Plan unless
  as a result of a change in TSX Venture Policies or the Companys tier classification
  thereunder;

(d)              delegate
  all or such portion of its powers hereunder as it may determine to one or more
  committees of the Board, either indefinitely or for such period of time as it
  may specify, and thereafter each such committee may exercise the powers and
  discharge the

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duties of the Board in respect of the
  Plan so delegated to the same extent as the Board is hereby authorized so to
  do; and

(e)              may
  in its sole discretion amend this Plan (except for previously granted and outstanding
  Options) to reduce the benefits that may be granted to Service Providers (before
  a particular Option is granted) subject to the other terms hereof.

Terms or Amendments Requiring Disinterested Shareholder
Approval

2.9                           The
  Company will be required to obtain Disinterested Shareholder Approval prior
  to any of the following actions becoming effective:

(a)              the
  Plan, together with all of the Companys previously established and outstanding
  stock option plans or grants, could result at any time in:

(i)             
  the aggregate number of shares reserved for issuance under stock options granted
  to Insiders exceeding 10% of the Listed Shares;

(ii)            
  the number of Optioned Shares issued to Insiders within a one-year period exceeding
  10% of the Listed Shares; or,

(iii)            in
  the case of a Tier l Company only, the issuance to any one Optionee, within
  a 12-month period, of a number of shares exceeding 5% of Listed Shares; or

(b)              any
  reduction in the Exercise Price of an Option previously granted to an Insider.

ARTICLE 3TERMS AND CONDITIONS OF OPTIONS

Exercise Price

3.1                           The
Exercise Price of an Option will be set by the Board at the time such Option is
allocated under the Plan, and cannot be less than the Discounted Market
Price.

Term of Option

3.2                           An
Option can be exercisable for a maximum of 10 years from the Effective Date for
a Tier 1 Company, or five years from the Effective Date for a Tier 2 Company or
NEX Comany.

Option Amendment

3.3                           Subject
to §2.9(b), the Exercise Price of an Option may be amended only if at least six
(6) months have elapsed since the later of the date of commencement of the term
of the Option, the date the Companys shares commenced trading on the TSX
Venture, or the date of the last amendment of the Exercise Price.

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3.4                           An
Option must be outstanding for at least one year before the Company may extend
its term, subject to the limits contained in §3.2.

3.5                           Any
proposed amendment to the terms of an Option must be approved by the TSX Venture
prior to the exercise of such Option.

Vesting of Options

3.6                           Subject
  to §3.7, vesting of Options is otherwise at the discretion of the Board,
  and will generally be subject to:

(a)              the
  Service Provider remaining employed by or continuing to provide services to
  the Company or any of its subsidiaries and Affiliates as well as, at the discretion
  of the Board, achieving certain milestones which may be defined by the Board
  from time to time or receiving a satisfactory performance review by the Company
  or its subsidiary or affiliate during the vesting period; or

(b)              remaining
  as a Director of the Company or any of its subsidiaries or Affiliates during
  the vesting period.

3.7                           If
the Company is a Tier 2 Company and the Plan Shares exceed 10% of the Listed
Shares, any Options granted under the Plan will vest in accordance with the
vesting schedule attached as Schedule B and may be exercised only after
vesting.

Vesting of Options Granted for Investor Relations
Activities

3.8                          
  Subject to §3.7, Options granted to Consultants conducting Investor Relations
  Activities will vest:

(a)              over
  a period of not less than 12 months as to 25% on the date that is three months
  from the date of grant, and a further 25% on each successive date that is three
  months from the date of the previous vesting; or

(b)              such
  longer vesting period as the Board may determine.

Variation of Vesting Periods

3.9                           At
the time an Option is granted which carries vesting provisions, the Board may
vary such vesting provisions provided in §3.7 and §3.8, subject to Regulatory
Approval.

Optionee Ceasing to be Director, Employee or Service
Provider

3.10                          No
  Option may be exercised after the Service Provider has left the employ/office
  or has been advised his services are no longer required or his service contract
  has expired, except as follows:

(a)             
  in the case of the death of an Optionee, any vested Option held by him at the
  date of death will become exercisable by the Optionees lawful personal
  representatives, heirs

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or executors until the earlier of one
  year after the date of death of such Optionee and the date of expiration of
  the term otherwise applicable to such Option;

(b)             
  in the case of a Tier 1 Company, Options granted to any Service Provider must
  expire within 90 days after the date the Optionee ceases to be employed with
  or provide services to the Company, but only to the extent that such Optionee
  was vested in the Option at the date the Optionee ceased to be so employed or
  to provide services to the Company;

(c)             
  in the case of a Tier 2 or NEX Company, Options granted to a Service Provider
  conducting Investor Relations Activities must expire within 30 days of the date
  the Optionee ceases to conduct such activities, but only to the extent that
  such Optionee was vested in the Option at the date the Optionee ceased to conduct
  such activities,

(d)             
  in the case of a Tier 2 or NEX Company, Options granted to an Optionee other
  than one conducting Investor Relations Activities must expire within 90 days
  after the Optionee ceases to be employed with or provide services to the Company,
  but only to the extent that such Optionee was vested in the Option at the date
  the Optionee ceased to be so employed or to provide services to the Company;
  and

(e)             
  in the case of an Optionee being dismissed from employment or service for cause,
  such Optionees Options, whether or not vested at the date of dismissal
  will immediately terminate without right to exercise same.

Non Assignable

3.11                          Subject
to §3.10(a), all Options will be exercisable only by the Optionee to whom they
are granted and will not be assignable or transferable.

Adjustment of the Number of Optioned Shares

3.12                          The
  number of Common Shares subject to an Option will be subject to adjustment in
  the events and in the manner following:

(a)             
  in the event of a subdivision of Common Shares as constituted on the date hereof,
  at any time while an Option is in effect, into a greater number of Common Shares,
  the Company will thereafter deliver at the time of purchase of Optioned Shares
  hereunder, in addition to the number of Optioned Shares in respect of which
  the right to purchase is then being exercised, such additional number of Common
  Shares as result from the subdivision without an Optionee making any additional
  payment or giving any other consideration therefor;

(b)             
  in the event of a consolidation of the Common Shares as constituted on the date
  hereof, at any time while an Option is in effect, into a lesser number of Common
  Shares, the Company will thereafter deliver and an Optionee will accept, at
  the time of purchase of Optioned Shares hereunder, in lieu of the number of
  Optioned Shares in respect of which the right to purchase is then being exercised,
  the lesser number of Common Shares as result from the consolidation;

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(c)             
  in the event of any change of the Common Shares as constituted on the date hereof,
  at any time while an Option is in effect, the Company will thereafter deliver
  at the time of purchase of Optioned Shares hereunder the number of shares of
  the appropriate class resulting from the said change as an Optionee would have
  been entitled to receive in respect of the number of Common Shares so purchased
  had the right to purchase been exercised before such change;

(d)             
  in the event of a capital reorganization, reclassification or change of outstanding
  equity shares (other than a change in the par value thereof) of the Company,
  a consolidation, merger or amalgamation of the Company with or into any other
  company or a sale of the property of the Company as or substantially as an entirety
  at any time while an Option is in effect, an Optionee will thereafter have the
  right to purchase and receive, in lieu of the Optioned Shares immediately theretofore
  purchasable and receivable upon the exercise of the Option, the kind and amount
  of shares and other securities and property receivable upon such capital reorganization,
  reclassification, change, consolidation, merger, amalgamation or sale which
  the holder of a number of Common Shares equal to the number of Optioned Shares
  immediately theretofore purchasable and receivable upon the exercise of the
  Option would have received as a result thereof. The subdivision or consolidation
  of Common Shares at any time outstanding (whether with or without par value)
  will not be deemed to be a capital reorganization or a reclassification of the
  capital of the Company for the purposes of this §3.12(d);

(e)              an
  adjustment will take effect at the time of the event giving rise to the adjustment,
  and the adjustments provided for in this Section are cumulative;

(f)             
  the Company will not be required to issue fractional shares in satisfaction
  of its obligations hereunder. Any fractional interest in a Common Share that
  would, except for the provisions of this §3.12(f), be deliverable upon
  the exercise of an Option will be cancelled and not be deliverable by the Company;
  and

(g)             
  if any questions arise at any time with respect to the Exercise Price or number
  of Optioned Shares deliverable upon exercise of an Option in any of the events
  set out in this §3.12, such questions will be conclusively determined by
  the Companys auditors, or, if they decline to so act, any other firm of
  Chartered Accountants, in Vancouver, British Columbia (or in the city of the
  Companys principal executive office) that the Company may designate and
  who will have access to all appropriate records and such determination will
  be binding upon the Company and all Optionees.

ARTICLE 4COMMITMENT AND EXERCISE
PROCEDURES

Option Commitment

4.1                           Upon
grant of an Option hereunder, an authorized officer of the Company will deliver
to the Optionee an Option Commitment detailing the terms of such Options and
upon such delivery the Optionee will be subject to the Plan and have the right
to purchase the Optioned Shares at the Exercise Price set out therein subject to
the terms and conditions hereof.

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Manner of Exercise

4.2                           An
  Optionee who wishes to exercise his Option may do so by delivering

(a)              a
  written notice to the Company specifying the number of Optioned Shares being
  acquired pursuant to the Option; and

(b)              cash
  or a certified cheque payable to the Company for the aggregate Exercise Price
  for the Optioned Shares being acquired.

Delivery of Certificate and Hold Periods

4.3                           As
soon as practicable after receipt of the notice of exercise described in §4.2
and payment in full for the Optioned Shares being acquired, the Company will
direct its transfer agent to issue a certificate to the Optionee for the
appropriate number of Optioned Shares. Such certificate issued will bear a
legend stipulating any resale restrictions required under applicable securities
laws. Further, if the Company is a Tier 2 or NEX Company, or the Exercise Price
is set below the then current market price of the Common Shares on the TSX
Venture, the certificate will also bear a legend stipulating that the Optioned
Shares are subject to a four-month TSX Venture hold period commencing the date
of the Option Commitment.

ARTICLE 5 GENERAL

Employment and Services

5.1                           Nothing
contained in the Plan will confer upon or imply in favour of any Optionee any
right with respect to office, employment or provision of services with the
Company, or interfere in any way with the right of the Company to lawfully
terminate the Optionees office, employment or service at any time pursuant to
the arrangements pertaining to same. Participation in the Plan by an Optionee
will be voluntary.

No Representation or Warranty

5.2                           The
Company makes no representation or warranty as to the future market value of
Common Shares issued in accordance with the provisions of the Plan or to the
effect of the Income Tax Act (Canada) or any other taxing statute
governing the Options or the Common shares issuable thereunder or the tax
consequences to a Service Provider. Compliance with applicable securities laws
as to the disclosure and resale obligations of each Participant is the
responsibility of such Participant and not the Company.

Interpretation

5.3                           The
Plan will be governed and construed in accordance with the laws of the Province
of British Columbia.

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Amendment of the Plan

5.4                           The
Board reserves the right, in its absolute discretion, to at any time amend,
modify or terminate the Plan with respect to all Common Shares in respect of
Options which have not yet been granted hereunder. Any amendment to any
provision of the Plan will be subject to any necessary Regulatory Approvals
unless the effect of such amendment is intended to reduce (but not to increase)
the benefits of this Plan to Service Providers.

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SCHEDULE A

SHARE OPTION PLAN

OPTION COMMITMENT

Notice is hereby given that, effective this ________day of
________________, __________(the Effective Date) AMARC RESOURCES LTD.
(the Company) has granted to ___________________________________________(the
Service Provider) , an Option to acquire ______________Common Shares
(Optioned Shares) up to 5:00 p.m. Vancouver Time on the __________day of
____________________, __________(the Expiry Date) at a Exercise Price of
Cdn$____________per share.

At the date of grant of the Option, the Company is classified
as a Tier ____ company under TSX Venture Policies.

Optioned Shares will vest and may be exercised as follows:

____________ In accordance with the vesting provisions
set out in Schedule B of the Plan

or

____________ As follows:

The grant of the Option evidenced hereby is made subject to the
terms and conditions of the Companys Share Option Plan, the terms and
conditions of which are hereby incorporated herein.

To exercise your Option, deliver a written notice specifying
the number of Optioned Shares you wish to acquire, together with cash or a
certified cheque payable to the Company for the aggregate Exercise Price, to the
Company. A certificate for the Optioned Shares so acquired will be issued by the
transfer agent as soon as practicable thereafter and will bear a minimum four
month non-transferability legend from the date of this Option Commitment. [A
Tier 1 Company may grant stock options without a hold period, provided the
exercise price of the options is set at or above the market price of the
Companys shares rather than below.]

The Company and the Service Provider represent that the Service
Provider under the terms and conditions of the Plan is a bona fide [EMPLOYEE/
CONSULTANT/MANAGEMENT COMPANY EMPLOYEE] __________________________________of the
Company, entitled to receive Options under TSX Venture Exchange Policies.

|AMARC RESOURCES
      LTD. | 
|-------------------------- | 
|                           | 
|                           | 
|                           | 
|Authorized Signatory       | 

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SCHEDULE B

SHARE OPTION PLAN

VESTING SCHEDULE

1.                           Options
  granted pursuant to the Plan to Directors, Officers and all Employees and Consultants
  employed or retained by the Company for a period of more than six months at
  the time the Option is granted will vest as follows:

(a)             
  1/3 of the total number of Options granted will vest six months after the date
  of grant;

(b)              a
  further 1/3 of the total number of Options granted will vest one year after
  the date of grant; and

(c)              the
  remaining 1/3 of the total number of Options granted will vest eighteen months
  after the date of grant.

2.                          
  Options granted pursuant to the Plan to an Employee or a Consultant who has
  been employed or retained by the Company for a period of less than six months
  at the time the Option is granted will vest as follows:

(a)              1/3
  of the total number of Options granted will vest one year after the date of
  grant;

(b)              a
  further 1/3 of the total number of Options granted will vest eighteen months
  after the date of grant; and

(c)              the
  remaining 1/3 of the total number of Options granted will vest two years after
  the date of grant.

3.                           Options
granted to Consultants retained by the Company pursuant to a short term contract
or for a specific project with a finite term, will be subject to such vesting
provisions determined by the Board of Directors of the Company at the time the
Option Commitment is made, subject to Regulatory Approval.

4.                           Options
granted to Service Providers involved in Investor Relations Activities shall
vest in accordance with Section 3.10 of the Plan.

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