ex10_1.htm


    Exhibit
      10.1

     

     

    Standard
      Silver Corporation

    2008
      Stock Option Plan

    


     

    ARTICLE
      I - PLAN

    


    1.1           
      Purpose.  This
      Plan is a plan for key employees, officers, directors, and consultants of the
      Company and its Affiliates and is intended to advance the best interests of
      the
      Company, its Affiliates, and its stockholders by providing those persons who
      have substantial responsibility for the management and growth of the Company
      and
      its Affiliates with additional incentives and an opportunity to obtain or
      increase their proprietary interest in the Company, thereby encouraging them
      to
      continue in the employ of the Company or any of its
      Affiliates.

     

    1.2           
      Rule
      16b-3 Plan.  The Company is subject to the reporting
      requirements of the Securities Exchange Act of 1934, as amended (the “1934
      Act”), and therefore the Plan is intended to comply with all applicable
      conditions of Rule 16b-3 (and all subsequent revisions thereof) promulgated
      under the 1934 Act.  To the extent any provision of the Plan or action
      by the Board of Directors or Committee fails to so comply, it shall be deemed
      null and void, to the extent permitted by law and deemed advisable by the
      Committee.  In addition, the Board of Directors may amend the Plan
      from time to time, as it deems necessary in order to meet the requirements
      of
      any amendments to Rule 16b-3 without the consent of the shareholders of the
      Company.

     

    1.3           
      Effective
      Date of Plan.   The Plan shall be effective the
      earlier of September 8, 2008 or the day the shareholders of the Company approve
      the Plan (the “Effective Date”).  No Award shall be granted pursuant
      to the Plan ten years after the Effective Date.

    


    ARTICLE
      II - DEFINITIONS

    


    The
      words and phrases defined in this Article shall have the meaning set out in
      these definitions throughout this Plan, unless the context in which any such
      word or phrase appears reasonably requires a broader, narrower, or different
      meaning.

     

    2.1           
      “Affiliate” means any subsidiary corporation.  The term “subsidiary
      corporation” means any corporation (other than the Company) in an unbroken chain
      of corporations beginning with the Company if, at the time of the action or
      transaction, each of the corporations other than the last corporation in the
      unbroken chain owns stock possessing 50% or more of the total combined voting
      power of all classes of stock in one of the other corporations in the
      chain.

     

                   
      2.2            “Award”
means each of the following granted under this Plan: Incentive Option,
      Nonqualified Option, Stock Appreciation Right, Restricted Stock Award,
      Performance Stock Award or Stock Award.

     

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

     

    2.4           
      “Code” means the Internal Revenue Code of 1986, as
      amended.

     

    
 

    
      
        
          
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    2.5           
      “Committee” means the Compensation Committee of the Board of Directors, or if no
      Compensation Committee has been formed, then it shall mean the entire Board
      of
      Directors.

     

    2.6           
      “Company” means Standard Silver Corporation, a Nevada
      corporation.

     

    2.7           
      “Consultant” means any person, including an advisor, engaged by the Company or
      Affiliate to render services and who is compensated for such
      services.

     

    2.8           
      “Eligible Persons” shall mean, with respect to the Plan, those persons who, at
      the time that an Award is granted, are (i) Employees and all other key
      personnel, including officers and directors, of the Company or Affiliate, or
      (ii) Consultants or independent contractors who provide valuable services to
      the
      Company or Affiliate as determined by the Committee.

     

    2.9           
      “Employee” means a person employed by the Company or any Affiliate to whom an
      Award is granted.

     

    2.10           
      “Fair Market Value” of the Stock as of any date means (a) the average of the
      high and low sale prices of the Stock on that date on the principal securities
      exchange on which the Stock is listed; or (b) if the Stock is not listed on
      a
      securities exchange, the average of the high and low sale prices of the Stock
      on
      that date as reported on the Nasdaq; or (c) if the Stock is not listed on the
      Nasdaq, the average of the high and low bid quotations for the Stock on that
      date as reported by the National Quotation Bureau Incorporated; or (d) if none
      of the foregoing is applicable, an amount at the election of the Committee
      equal
      to (x), the average between the closing bid and ask prices per share of Stock
      on
      the last preceding date on which those prices were reported or (y) that amount
      as determined by the Committee in good faith.

     

    2.11           
      “Incentive Option” means an option to purchase Stock granted under this Plan
      which is designated as an “Incentive Option” and satisfies the requirements of
      Section 422 of the Code.

     

    2.12           
      “Non-Employee Directors” means that term as defined in Rule 16b-3 under the 1934
      Act.

     

    2.13           
      “Nonqualified Option” means an option to purchase Stock granted under this Plan
      other than an Incentive Option.

     

    2.14           
      “Option” means both an Incentive Option and a Nonqualified Option granted under
      this Plan to purchase shares of Stock.

     

    2.15           
      “Option Agreement” means the written agreement by and between the Company and an
      Eligible Person, which sets out the terms of an
      Option.

     

    2.16           
      “Outside Director” shall mean a member of the Board of Directors serving on the
      Committee who satisfies Section 162(m) of the Code.

     

    
 

    
      
        
          
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      2.17           
“Plan” means the Standard Silver Corporation 2008
      Stock Option Plan, as set out
      in this document and as it may be amended from time to time. 

     

               
      2.18            “Plan
      Year” means the Company’s fiscal year.

     

               
      2.19           
“Performance Stock Award” means an award of shares of Stock to be issued to an
      Eligible Person if specified predetermined performance goals are satisfied
      as
      described in Article VII.

     

               
      2.20           
“Restricted Stock” means Stock awarded or purchased under a Restricted Stock
      Agreement entered into pursuant to this Plan, together with (i) all rights,
      warranties or similar items attached or accruing thereto or represented by
      the
      certificate representing the stock and (ii) any stock or securities into which
      or for which the stock is thereafter converted or exchanged.  The
      terms and conditions of the Restricted Stock Agreement shall be determined
      by
      the Committee consistent with the terms of the Plan.

     

               
      2.21           
“Restricted Stock Agreement” means an agreement between the Company or any
      Affiliate and the Eligible Person pursuant to which the Eligible Person receives
      a Restricted Stock Award subject to Article VI.

     

               
      2.22           
“Restricted Stock Award” means an Award of Restricted
      Stock.

     

               
      2.23           
“Restricted Stock Purchase Price” means the purchase price, if any, per share of
      Restricted Stock subject to an Award.  The Committee shall determine
      the Restricted Stock Purchase Price.  It may be greater than or less
      than the Fair Market Value of the Stock on the date of the Stock
      Award.

     

               
      2.24                      
“Stock” means the common stock of the Company, $.01 par value, or, in the event
      that the outstanding shares of common stock are later changed into or exchanged
      for a different class of stock or securities of the Company or another
      corporation, that other stock or security.

     

               
      2.25            “Stock
      Appreciation Right” and “SAR” means the right to receive the difference between
      the Fair Market Value of a share of Stock on the grant date and the Fair Market
      Value of the share of Stock on the exercise date.

    
            
      2.26            “Stock
      Award” means an Award of Stock to an Eligible Person.

     

                
      2.27            “10%
      Stockholder” means an individual who, at the time the Option is granted, owns
      Stock possessing more than 10% of the total combined voting power of all classes
      of stock of the Company or of any Affiliate.  An individual shall be
      considered as owning the Stock owned, directly or indirectly, by or for his
      brothers and sisters (whether by the whole or half blood), spouse, ancestors,
      and lineal descendants; and Stock owned, directly or indirectly, by or for
      a
      corporation, partnership, estate, or trust, shall be considered as being owned
      proportionately by or for its stockholders, partners, or
      beneficiaries.

     

    
 

    
      
        
          
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    ARTICLE
      III - ELIGIBILITY

    


    The
      individuals who shall be eligible to receive Awards shall be those Eligible
      Persons of the Company or any of its Affiliates as the Committee shall determine
      from time to time. However, no member of the Committee shall be eligible to
      receive any Award or to receive Stock, Options, Stock Appreciation Rights,
      or
      any Performance Stock Award under any other plan of the Company or any of its
      Affiliates, if to do so would cause the individual not to be a Non-Employee
      Director or Outside Director.  The Board of Directors may designate
      one or more individuals who shall not be eligible to receive any Award under
      this Plan or under other similar plans of the Company.

    


    ARTICLE
      IV - GENERAL PROVISIONS RELATING TO AWARDS

    


               
      4.1           
Authority
      to Grant Awards.   The Committee may grant to those
      Eligible Persons of the Company or any of its Affiliates, as it shall from
      time
      to time determine, Awards under the terms and conditions of this
      Plan.  The Committee shall determine subject only to any applicable
      limitations set out in this Plan, the number of shares of Stock to be covered
      by
      any Award to be granted to an Eligible Person. 

     

               
      4.2            Dedicated
      Shares.   The total number of shares of Stock with
      respect to which Awards may be granted under the Plan shall be 2,000,000 shares.
      The shares may be treasury shares or authorized but unissued
      shares.  The number of shares stated in this Section 4.2 shall be
      subject to adjustment in accordance with the provisions of Section
      4.5.  In the event that any outstanding Award shall expire or
      terminate for any reason or any Award is surrendered, the shares of Stock
      allocable to the unexercised portion of that Award may again be subject to
      an
      Award under the Plan.

     

               
      4.3            Non-transferability.  Awards
      shall not be transferable by the Eligible Person otherwise than by will or
      under
      the laws of descent and distribution, or pursuant to a qualified domestic
      relations order (as defined
      by the
      Code or the rules thereunder), and shall be exercisable, during the
      Eligible Person’s lifetime, only by him or a transferee permitted by this
      Section 4.  Any attempt to transfer an Award other than under the
      terms of the Plan and the Agreement shall terminate the Award and all rights
      of
      the Eligible Person to that Award.

     

               
      4.4            Requirements
      of Law.  The Company shall not be required to sell or
      issue any Stock under any Award if issuing that Stock would constitute or result
      in a violation by the Eligible Person or the Company of any provision of any
      law, statute, or regulation of any governmental authority. Specifically, in
      connection with any applicable statute or regulation relating to the
      registration of securities, upon exercise of any Option or pursuant to any
      Award, the Company shall not be required to issue any Stock unless the Committee
      has received evidence satisfactory to it to the effect that the holder of that
      Option or Award will not transfer the Stock except in accordance with applicable
      law, including receipt of an opinion of counsel satisfactory to the Company
      to
      the effect that any proposed transfer complies with applicable
      law.  The determination by the Committee on this matter shall be
      final, binding, and conclusive. The Company may, but shall in no event be
      obligated to, register any Stock covered by this Plan

     

    
 

    
      
        
          
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    pursuant
      to applicable securities laws of any country or any political
      subdivision.  In the event the Stock issuable on exercise of an Option
      or pursuant to an Award is not registered, the Company may imprint on the
      certificate evidencing the Stock any legend that counsel for the Company
      considers necessary or advisable to comply with applicable law. The Company
      shall not be obligated to take any other affirmative action in order to cause
      the exercise of an Option or vesting under an Award, or the issuance of shares
      pursuant thereto, to comply with any law or regulation of any governmental
      authority.

     

               
      4.5            Changes
      in the Company’s Capital Structure.

     

               
      (a)            The
      existence of outstanding Options or Awards shall not affect in any way the
      right
      or power of the Company or its stockholders to make or authorize any or all
      adjustments, recapitalizations, reorganizations or other changes in the
      Company’s capital structure or its business, or any merger or consolidation of
      the Company, or any issue of bonds, debentures, preferred or prior preference
      stock ahead of or affecting the Stock or its rights, or the dissolution or
      liquidation of the Company, or any sale or transfer of all or any part of its
      assets or business, or any other corporate act or proceeding, whether of a
      similar character or otherwise.  If the Company shall effect a
      subdivision or consolidation of shares or other capital readjustment, the
      payment of a Stock dividend, or other increase or reduction of the number of
      shares of the Stock outstanding, without receiving compensation for it in money,
      services or property, then (a) the number, class, and per share price of shares
      of Stock subject to outstanding Options under this Plan shall be appropriately
      adjusted in such a manner as to entitle an Eligible Person to receive upon
      exercise of an Option, for the same aggregate cash consideration, the equivalent
      total number and class of shares he would have received had he exercised his
      Option in full immediately prior to the event requiring the adjustment; and
      (b)
      the number and class of shares of Stock then reserved to be issued under the
      Plan shall be adjusted by substituting for the total number and class of shares
      of Stock then reserved, that number and class of shares of Stock that would
      have
      been received by the owner of an equal number of outstanding shares of each
      class of Stock as the result of the event requiring the
      adjustment.

     

               
      (b)            If the
      Company is merged or consolidated with another corporation and the Company
      is
      not the surviving corporation, or if the Company is liquidated or sells or
      otherwise disposes of substantially all its assets while unexercised Options
      remain outstanding under this Plan (each of the foregoing referred to as a
      “Corporate Transaction”):

     

    (i)           
      Subject to the provisions of clause (ii) below, in the event of such a Corporate
      Transaction, any unexercised Options shall automatically accelerate so that
      they
      shall, immediately prior to the specified effective date for the Corporate
      Transaction become 100% vested and exercisable; provided, however, that any
      unexercised Options shall not accelerate if and to the extent such Option is,
      in
      connection with the Corporate Transaction, either to be assumed by the successor
      corporation or parent thereof (the “Successor Corporation”) or to be replaced
      with a comparable award for the purchase of shares of the capital stock of
      the
      Successor Corporation.  Whether or not any unexercised Option is
      assumed or replaced shall be determined by the Company and the Successor
      Corporation in connection with the Corporate Transaction.  The Board
      of Directors shall make the determination of what constitutes a comparable
      award
      to the unexercised

     

    
 

    
      
        
          
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    Option,
      and its determination shall be conclusive and binding.  The
      unexercised Option shall terminate and cease to remain outstanding immediately
      following the consummation of the Corporate Transaction, except to the extent
      assumed by the Successor Corporation.

     

    (ii)           
      All outstanding Options may be canceled by the Board of Directors as of the
      effective date of any Corporate Transaction, if (i) notice of cancellation
      shall
      be given to each holder of an Option and (ii) each holder of an Option shall
      have the right to exercise that Option in full (without regard to any
      limitations set out in or imposed under this Plan or the Option Agreement
      granting that Option) during a period set by the Board of Directors preceding
      the effective date of the merger, consolidation, liquidation, sale, or other
      disposition and, if in the event all outstanding Options may not be exercised
      in
      full under applicable securities laws without registration of the shares of
      Stock issuable on exercise of the Options, the Board of Directors may limit
      the
      exercise of the Options to the number of shares of Stock, if any, as may be
      issued without registration. The method of choosing which Options may be
      exercised, and the number of shares of Stock for which Options may be exercised,
      shall be solely within the discretion of the Board of
      Directors.

     

    (c)           
      After a merger of one or more corporations into the Company or after a
      consolidation of the Company and one or more corporations in which the Company
      shall be the surviving corporation, each Eligible Person shall be entitled
      to
      have his Restricted Stock and shares earned under a Performance Stock Award
      appropriately adjusted based on the manner the Stock was adjusted under the
      terms of the agreement of merger or consolidation.

     

    (d)           
      In each situation described in this Section 4.5, the Committee will make similar
      adjustments, as appropriate, in outstanding Stock Appreciation
      Rights.

     

    (e)           
      The issuance by the Company of shares of stock of any class, or securities
      convertible into shares of stock of any class, for cash or property, or for
      labor or services either upon direct sale or upon the exercise of rights or
      warrants to subscribe for them, or upon conversion of shares or obligations
      of
      the Company convertible into shares or other securities, shall not affect,
      and
      no adjustment by reason of such issuance shall be made with respect to, the
      number, class, or price of shares of Stock then subject to outstanding
      Awards.

     

    4.6           
      Election
      under Section 83(b) of the Code.  No Employee shall
      exercise the election permitted under Section 83(b) of the Code without written
      approval of the Committee.  Any Employee doing so shall forfeit all
      Awards issued to him under this Plan.

     

    ARTICLE
      V - OPTIONS AND STOCK APPRECIATION RIGHTS

     

                    5.1           
      Type
      of
      Option.  The Committee shall specify at the time of
      grant whether a given Option shall constitute an Incentive Option or a
      Nonqualified Option.  Incentive Stock Options may only be granted to
      Employees.

     

    5.2           
      Option
      Exercise Price.  The price at which Stock may be
      purchased under an Incentive Option shall not be less than the greater
      of:  (a) 100% of the Fair Market Value of the

     

    
 

    
      
        
          
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    shares
      of Stock on the date the Option is granted or (b) the aggregate par value of
      the
      shares of Stock on the date the Option is granted.  The Committee in
      its discretion may provide that the price at which shares of Stock may be
      purchased under an Incentive Option shall be more than 100% of Fair Market
      Value.  In the case of any 10% Stockholder, the price at which shares
      of Stock may be purchased under an Incentive Option shall not be less than
      110%
      of the Fair Market Value of the Stock on the date the Incentive Option is
      granted.   The price at which shares of Stock may be purchased
      under a Nonqualified Option shall be such price as shall be determined by the
      Committee in its sole discretion but in no event lower than the par value of
      the
      shares of Stock on the date the Option is granted.

     

    5.3           
      Duration
      of Options and SARS.  No Option or SAR shall be
      exercisable after the expiration of ten (10) years from the date the Option
      or
      SAR is granted.  In the case of a 10% Stockholder, no Incentive Option
      shall be exercisable after the expiration of five years from the date the
      Incentive Option is granted.

     

    5.4           
      Amount
      Exercisable -- Incentive Options.   Each Option may
      be exercised from time to time, in whole or in part, in the manner and subject
      to the conditions the Committee, in its sole discretion, may provide in the
      Option Agreement, as long as the Option is valid and outstanding.  To
      the extent that the aggregate Fair Market Value (determined as of the time
      an
      Incentive Option is granted) of the Stock with respect to which Incentive
      Options first become exercisable by the optionee during any calendar year (under
      this Plan and any other incentive stock option plan(s) of the Company or any
      Affiliate) exceeds $100,000, the portion in excess of $100,000 of the Incentive
      Option shall be treated as a Nonqualified Option.  In making this
      determination, Incentive Options shall be taken into account in the order in
      which they were granted.

     

    5.5           
      Exercise
      of Options.  Each Option shall be exercised by the
      delivery of written notice to the Committee setting forth the number of shares
      of Stock with respect to which the Option is to be exercised, together
      with:

     

                  
       (a)           
cash, certified check, bank draft, or postal or express money order payable
      to
      the order of the Company for an amount equal to the option price of the
      shares;

     

    (b)           
      stock at its Fair Market Value on the date of exercise (if approved in advance
      in writing by the Committee);

     

                 
        (c)            an
      election to make a cashless exercise through a registered broker-dealer (if
      approved in advance in writing by the Committee);

     

    (d)           
      an election to have shares of Stock, which otherwise would be issued on
      exercise, withheld in payment of the exercise price (if approved in advance
      in
      writing by the Committee); and/or

     

    (e)           
      any other form of payment which is acceptable to the Committee, including
      without limitation, payment in the form of a promissory note, and specifying
      the
      address to which the certificates for the shares are to be
      mailed.

     

    
 

    
      
        
          
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    As
      promptly as practicable after receipt of written notification and payment,
      the
      Company shall deliver to the Eligible Person certificates for the number of
      shares with respect to which the Option has been exercised, issued in the
      Eligible Person’s name. If shares of Stock are used in payment, the aggregate
      Fair Market Value of the shares of Stock tendered must be equal to or less
      than
      the aggregate exercise price of the shares being purchased upon exercise of
      the
      Option, and any difference must be paid by cash, certified check, bank draft,
      or
      postal or express money order payable to the order of the
      Company.  Delivery of the shares shall be deemed effected for all
      purposes when a stock transfer agent of the Company shall have deposited the
      certificates in the United States mail, addressed to the Eligible Person, at
      the
      address specified by the Eligible Person.

     

    Whenever
      an Option is exercised by exchanging shares of Stock owned by the Eligible
      Person, the Eligible Person shall deliver to the Company certificates registered
      in the name of the Eligible Person representing a number of shares of Stock
      legally and beneficially owned by the Eligible Person, free of all liens,
      claims, and encumbrances of every kind, accompanied by stock powers duly
      endorsed in blank by the record holder of the shares represented by the
      certificates (with signature guaranteed by a commercial bank or trust company
      or
      by a brokerage firm having a membership on a registered national stock
      exchange).  The delivery of certificates upon the exercise of Options
      is subject to the condition that the person exercising the Option provides
      the
      Company with the information the Company might reasonably request pertaining
      to
      exercise, sale or other disposition.

     

    5.6           
      Stock
      Appreciation Rights.  All Eligible Persons shall be
      eligible to receive Stock Appreciation Rights.  The Committee shall
      determine the SAR to be awarded from time to time to any Eligible
      Person.  The grant of a SAR to be awarded from time to time shall
      neither entitle such person to, nor disqualify such person from, participation
      in any other grant of awards by the Company, whether under this Plan or any
      other plan of the Company.  If granted as a stand-alone SAR Award, the
      terms of the Award shall be provided in a Stock Appreciation Rights
      Agreement.

     

    5.7           
      Stock
      Appreciation Rights in Tandem with Options.  Stock
      Appreciation Rights may, at the discretion of the Committee, be included in
      each
      Option granted under the Plan to permit the holder of an Option to surrender
      that Option, or a portion of the part which is then exercisable, and receive
      in
      exchange, upon the conditions and limitations set by the Committee, an amount
      equal to the excess of the Fair Market Value of the Stock covered by the Option,
      or the portion of it that was surrendered, determined as of the date of
      surrender, over the aggregate exercise price of the Stock.  In the
      event of the surrender of an Option, or a portion of it, to exercise the Stock
      Appreciation Rights, the shares represented by the Option or that part of it
      which is surrendered, shall not be available for reissuance under the
      Plan.  Each Stock Appreciation Right issued in tandem with an Option
      (a) will expire not later than the expiration of the underlying Option, (b)
      may
      be for no more than 100% of the difference between the exercise price of the
      underlying Option and the Fair Market Value of a share of Stock at the time
      the
      Stock Appreciation Right is exercised, (c) is transferable only when the
      underlying Option is transferable, and under the same conditions, and (d) may
      be
      exercised only when the underlying Option is eligible to be
      exercised.

     

    
 

    
      
        
          
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    5.8           
      Conditions
      of Stock Appreciation Rights.  All Stock Appreciation
      Rights shall be subject to such terms, conditions, restrictions or limitations
      as the Committee deems appropriate, including by way of illustration but not
      by
      way of limitation, restrictions on transferability, requirement of continued
      employment, individual performance, financial performance of the Company, or
      payment of any applicable employment or withholding taxes.

     

    5.9           
      Payment
      of Stock Appreciation Rights.  The amount of payment to
      which the Eligible Person who reserves an SAR shall be entitled upon the
      exercise of each SAR shall be equal to the amount, if any by which the Fair
      Market Value of the specified shares of Stock on the exercise date exceeds
      the
      Fair Market Value of the specified shares of Stock on the date of grant of
      the
      SAR.  The SAR shall be paid in either cash or Stock, as determined in
      the discretion of the Committee as set forth in the SAR agreement.  If
      the payment is in Stock, the number of shares to be paid shall be determined
      by
      dividing the amount of such payment by the Fair Market Value of Stock on the
      exercise date of such SAR.

     

    5.10           
      Exercise
      on Termination of Employment.  Unless it is expressly
      provided otherwise in the Option or SAR agreement, Options and SAR’s granted to
      Employees shall terminate three months after severance of employment of the
      Employee from the Company and all Affiliates for any reason, with or without
      Cause (defined below), other than death, retirement under the then established
      rules of the Company, or severance for disability.  The Committee
      shall determine whether authorized leave of absence or absence on military
      or
      government service shall constitute severance of the employment of the Employee
      at that time.  Notwithstanding anything contained herein, no Option or SAR may
      be exercised
      after termination of employment for any reason (whether by death, disability,
      retirement or otherwise) if it has not vested as at the date of termination
      of
      employment. Cause shall
      mean any
      of the following: (A) conviction of a crime (including conviction on a nolo
      contendere plea) involving a felony or dishonesty, or moral turpitude;
      (B) deliberate and continual refusal to perform employment duties reasonably
      requested by the Company or an affiliate after thirty (30) days’ written notice
      by certified mail of such failure to perform, specifying that the failure
      constitutes cause (other than as a result of vacation, sickness, illness or
      injury); (C) fraud or embezzlement as determined by an independent certified
      public accountant firm; or (D) gross misconduct or gross negligence in
      connection with the business of the Company or an affiliate which has
      substantial effect on the Company or the affiliate.

     

               
      5.11            Death.  If,
      before the expiration of an Option or SAR, the Eligible Person, whether in
      the
      employ of the Company or after he has retired or was severed for disability,
      or
      otherwise dies, the Option or SAR may be exercised until the earlier of the
      Option’s or SAR’s expiration date or six months following the date of his death,
      unless it is expressly provided otherwise in the Option or SAR
      agreement.  After the death of the Eligible Person, his executors,
      administrators, or any persons to whom his Option or SAR may be transferred
      by
      will or by the laws of descent and distribution shall have the right, at any
      time prior to the Option’s or SAR’s expiration or termination, whichever is
      earlier, to exercise it, to the extent to which he was entitled to exercise
      it
      immediately prior to his death, unless it is expressly provided otherwise in
      the
      Option or SAR’s agreement.

     

    
 

    
      
        
          
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    5.12           
      Retirement.  Unless
      it is expressly provided otherwise in the Option Agreement, before the
      expiration of an Option or SAR, the Employee shall be retired in good standing
      from the employ of the Company under the then established rules of the Company,
      the Option or SAR may be exercised until the earlier of the Option’s or SAR’s
      expiration date or three months following the date of his retirement, unless
      it
      is expressly provided otherwise in the Option or SAR
      agreement.

     

    5.13           
      Disability.  If,
      before the expiration of an Option or SAR, the Employee shall be severed from
      the employ of the Company for disability, the Option or SAR shall terminate
      on
      the earlier of the Option’s or SAR’s expiration date or six months after the
      date he was severed because of disability, unless it is expressly provided
      otherwise in the Option or SAR agreement.

     

    5.14           
      Substitution
      Options.  Options may be granted under this Plan from
      time to time in substitution for stock options held by employees of other
      corporations who are about to become employees of or affiliated with the Company
      or any Affiliate as the result of a merger or consolidation of the employing
      corporation with the Company or any Affiliate, or the acquisition by the Company
      or any Affiliate of the assets of the employing corporation, or the acquisition
      by the Company or any Affiliate of stock of the employing corporation as the
      result of which it becomes an Affiliate of the Company.  The terms and
      conditions of the substitute Options granted may vary from the terms and
      conditions set out in this Plan to the extent the Committee, at the time of
      grant, may deem appropriate to conform, in whole or in part, to the provisions
      of the stock options in substitution for which they are
      granted.

     

    5.15           
      Reload
      Options.   Without in any way limiting the
      authority of the Board of Directors or Committee to make or not to make grants
      of Options hereunder, the Board of Directors or Committee shall have the
      authority (but not an obligation) to include as part of any Option Agreement
      a
      provision entitling the Eligible Person to a further Option (a “Reload Option”)
      in the event the Eligible Person exercises the Option evidenced by the Option
      Agreement, in whole or in part, by surrendering other shares of Stock in
      accordance with this Plan and the terms and conditions of the Option
      Agreement.  Any such Reload Option (a) shall be for a number of shares
      equal to the number of shares surrendered as part or all of the exercise price
      of such Option; (b) shall have an expiration date which is the greater of (i)
      the same expiration date of the Option the exercise of which gave rise to such
      Reload Option or (ii) one year from the date of grant of the Reload Option;
      and
      (c) shall have an exercise price which is equal to one hundred percent (100%)
      of
      the Fair Market Value of the Stock subject to the Reload Option on the date
      of
      exercise of the original Option.   Notwithstanding the foregoing,
      a Reload Option which is an Incentive Option and which is granted to a 10%
      Stockholder, shall have an exercise price which is equal to one hundred ten
      percent (110%) of the Fair Market Value of the Stock subject to the Reload
      Option on the date of exercise of the original Option and shall have a term
      which is no longer than five (5) years.

     

    Any
      such Reload Option may be an Incentive Option or a Nonqualified Option, as
      the
      Board of Directors or Committee may designate at the time of the grant of the
      original Option; provided, however, that the designation of any Reload Option
      as
      an Incentive Option shall be subject to the provisions of the Code. There shall
      be no Reload Options on a Reload Option.

     

    
 

    
      
        
          
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    Any
      such Reload Option shall be subject to the availability of sufficient shares
      under Section 4.2 herein and shall be subject to such other terms and conditions
      as the Board of Directors or Committee may determine which are not inconsistent
      with the express provisions of the Plan regarding the terms of
      Options.

     

    5.16           
      No
      Rights
      as Stockholder.  No Eligible Person shall have any
      rights as a stockholder with respect to Stock covered by his Option until the
      date a stock certificate is issued for the Stock.

    


    ARTICLE
      VI - AWARDS

    


    6.1            Restricted
      Stock Awards.  The Committee may issue shares of Stock
      to an Eligible Person subject to the terms of a Restricted Stock Agreement.
      The
      Restricted Stock may be issued for no payment by the Eligible Person or for
      a
      payment below the Fair Market Value on the date of grant.  Restricted
      Stock shall be subject to restrictions as to sale, transfer, alienation, pledge
      or other encumbrance and generally will be subject to vesting over a period
      of
      time specified in the Restricted Stock Agreement.  The Committee shall
      determine the period of vesting, the number of shares, the price, if any, of
      Stock included in a Restricted Stock Award, and the other terms and provisions
      which are included in a Restricted Stock Agreement.

     

    6.2           
      Restrictions.  Restricted
      Stock shall be subject to the terms and conditions as determined by the
      Committee, including without limitation, any or all of the
      following:

     

    (a)           
      a prohibition against the sale, transfer, alienation, pledge, or other
      encumbrance of the shares of Restricted Stock, such prohibition to lapse (i)
      at
      such time or times as the Committee shall determine (whether in annual or more
      frequent installments, at the time of the death, disability, or retirement
      of
      the holder of such shares, or otherwise);

     

    (b)           
      a requirement that the holder of shares of Restricted Stock forfeit, or in
      the
      case of shares sold to an Eligible Person, resell back to the Company at his
      cost, all or a part of such shares in the event of termination of the Eligible
      Person’s employment during any period in which the shares remain subject to
      restrictions;

     

    (c)           
      a prohibition against employment of the holder of Restricted Stock by any
      competitor of the Company or its Affiliates, or against such holder’s
      dissemination of any secret or confidential information belonging to the Company
      or an Affiliate;

     

    (d)           
      unless stated otherwise in the Restricted Stock Agreement, (i) if restrictions
      remain at the time of severance of employment with the Company and all
      Affiliates, other than for reason of disability or death, the Restricted Stock
      shall be forfeited; and (ii) if severance of employment is by reason of
      disability or death, the restrictions on the shares shall lapse and the Eligible
      Person or his heirs or estate shall be 100% vested in the shares subject to
      the
      Restricted Stock Agreement.

     

    6.3           
      Stock
      Certificate.   Shares of Restricted Stock shall be
      registered in the name of the Eligible Person receiving the Restricted Stock
      Award and deposited, together with a stock 

     

    
 

    
      
        
          
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    power
      endorsed in blank, with the Company. Each such certificate shall bear a legend
      in substantially the following form:

     

    “The
      transferability of this certificate and the shares of Stock represented by
      it is
      restricted by and subject to the terms and conditions (including conditions
      of
      forfeiture) contained in the Standard Silver Corporation 2008 Stock Option
      Plan,
      and an agreement entered into between the registered owner and the
      Company.  A copy of the Plan and agreement is on file in the office of
      the Secretary of the Company.”

     

    6.4           
      Rights
      as
      Stockholder.   Subject to the terms and conditions
      of the Plan, each Eligible Person receiving a certificate for Restricted Stock
      shall have all the rights of a stockholder with respect to the shares of Stock
      included in the Restricted Stock Award during any period in which such shares
      are subject to forfeiture and restrictions on transfer, including without
      limitation, the right to vote such shares.  Dividends paid with
      respect to shares of Restricted Stock in cash or property other than Stock
      in
      the Company or rights to acquire stock in the Company shall be paid to the
      Eligible Person currently.  Dividends paid in Stock in the Company or
      rights to acquire Stock in the Company shall be added to and become a part
      of
      the Restricted Stock. 

     

    6.5            Lapse
      of
      Restrictions.  At the end of the time period during
      which any shares of Restricted Stock are subject to forfeiture and restrictions
      on sale, transfer, alienation, pledge, or other encumbrance, such shares shall
      vest and will be delivered in a certificate, free of all restrictions, to the
      Eligible Person or to the Eligible Person’s legal representative, beneficiary or
      heir; provided the certificate shall bear such legend, if any, as the Committee
      determines is reasonably required by applicable law.  By accepting a
      Stock Award and executing a Restricted Stock Agreement, the Eligible Person
      agrees to remit when due any federal and state income and employment taxes
      required to be withheld. 

     

    6.6           
      Restriction
      Period.  No Restricted Stock Award may provide for
      restrictions continuing beyond ten (10) years from the date of
      grant. 

     

    6.7           
      Award
      of
      Stock.  The Committee may award shares of Stock, without
      any cash payment for such shares or without any restrictions, to designated
      Eligible Persons for services rendered to the Company. The Stock may be awarded
      at, above or below the Fair Market Value on the date of grant.  The
      designation of a Stock Award shall be made by the Committee in writing at any
      time after such Eligible Person has provided value to the Company (or within
      such period as permitted by IRS regulations).  The Committee reserves
      the right to make adjustments in the amount of an Award if in its discretion
      unforeseen events make such adjustment appropriate. 

     

    ARTICLE
      VII - PERFORMANCE STOCK
      AWARDS 

     

    7.1           
      Award
      of
      Performance Stock.  The Committee may award shares of
      Stock, without any payment for such shares, to designated Eligible Persons
      if
      specified performance goals established by the Committee are satisfied. The
      terms and provisions herein relating to 

     

    
 

    
      
        
          
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    these
      performance-based awards are intended to satisfy Section 162(m) of the Code
      and
      regulations issued thereunder.  The designation of an employee
      eligible for a specific Performance Stock Award shall be made by the Committee
      in writing prior to the beginning of the period for which the performance is
      measured (or within such period as permitted by IRS regulations).  The
      Committee shall establish the maximum number of shares of Stock to be issued
      to
      a designated Employee if the performance goal or goals are met.  The
      Committee reserves the right to make downward adjustments in the maximum amount
      of an Award if in its discretion unforeseen events make such adjustment
      appropriate.

     

    7.2           
      Performance
      Goals.  Performance goals determined by the Committee
      may be based on specified increases in cash flow; net profits; Stock price;
      Company, segment, or Affiliate sales; market share; earnings per share; return
      on assets; and/or return on stockholders’ equity. 

     

    7.3           
      Eligibility.  The
      employees eligible for Performance Stock Awards are the senior officers (i.e.,
      chief executive officer, president, vice presidents, secretary, treasurer,
      and
      similar positions) of the Company and its Affiliates, and such other employees
      of the Company and its Affiliates as may be designated by the
      Committee. 

     

    7.4           
      Certificate
      of Performance.  The Committee must certify in writing
      that a performance goal has been attained prior to issuance of any certificate
      for a Performance Stock Award to any Employee.  If the Committee
      certifies the entitlement of an Employee to the Performance Stock Award, the
      certificate will be issued to the Employee as soon as administratively
      practicable, and subject to other applicable provisions of the Plan, including
      but not limited to, all legal requirements and tax
      withholding.  However, payment may be made in shares of Stock, in
      cash, or partly in cash and partly in shares of Stock, as the Committee shall
      decide in its sole discretion.  If a cash payment is made in lieu of
      shares of Stock, the number of shares represented by such payment shall not
      be
      available for subsequent issuance under this Plan. 

     

    ARTICLE
      VIII - ADMINISTRATION

     

    The
      Committee shall administer the Plan.   All questions of
      interpretation and application of the Plan and Awards shall be subject to the
      determination of the Committee.  A majority of the members of the
      Committee shall constitute a quorum.  All determinations of the
      Committee shall be made by a majority of its members. Any decision or
      determination reduced to writing and signed by a majority of the members shall
      be as effective as if it had been made by a majority vote at a meeting properly
      called and held.  This Plan shall be administered in such a manner as
      to permit the Options, which are designated to be Incentive Options, to qualify
      as Incentive Options.  In carrying out its authority under this Plan,
      the Committee shall have full and final authority and discretion, including
      but
      not limited to the following rights, powers and authorities,
      to: 

    


    (a)           
      determine the Eligible Persons to whom and the time or times at which Options
      or
      Awards will be made; 

     

    
 

    
      
        
          
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       (b)           
determine the number of shares and the purchase price of Stock covered in each
      Option or Award, subject to the terms of the Plan; 

     

    (c)           
      determine the terms, provisions, and conditions of each Option and Award, which
      need not be identical; 

     

    (d)           
      accelerate the time at which any outstanding Option or SAR may be exercised,
      or
      Restricted Stock Award will vest; 

     

    (e)           
      define the effect, if any, on an Option or Award of the death, disability,
      retirement, or termination of employment of the Employee; 

     

    (f)           
      prescribe, amend and rescind rules and regulations relating to administration
      of
      the Plan; and 

     

    (g)           
      make all other determinations and take all other actions deemed necessary,
      appropriate, or advisable for the proper administration of this
      Plan. 

     

    The
      actions of the Committee in exercising all of the rights, powers, and
      authorities set out in this Article and all other Articles of this Plan, when
      performed in good faith and in its sole judgment, shall be final, conclusive
      and
      binding on all parties. 

     

    ARTICLE
      IX - AMENDMENT OR TERMINATION OF PLAN

     

    The
      Board of Directors of the Company may amend, terminate or suspend this Plan
      at
      any time, in its sole and absolute discretion; provided, however, that to the
      extent required to qualify this Plan under Rule 16b-3 promulgated under Section
      16 of the Securities Exchange Act of 1934, as amended, no amendment that would
      (a) materially increase the number of shares of Stock that may be issued under
      this Plan, (b) materially modify the requirements as to eligibility for
      participation in this Plan, or (c) otherwise materially increase the benefits
      accruing to participants under this Plan, shall be made without the approval
      of
      the Company’s stockholders; provided further, however, that to the extent
      required to maintain the status of any Incentive Option under the Code, no
      amendment that would (a) change the aggregate number of shares of Stock which
      may be issued under Incentive Options, (b) change the class of employees
      eligible to receive Incentive Options, or (c) decrease the Option price for
      Incentive Options below the Fair Market Value of the Stock at the time it is
      granted, shall be made without the approval of the Company’s
      stockholders.  Subject to the preceding sentence, the Board of
      Directors shall have the power to make any changes in the Plan and in the
      regulations and administrative provisions under it or in any outstanding
      Incentive Option as in the opinion of counsel for the Company may be necessary
      or appropriate from time to time to enable any Incentive Option granted under
      this Plan to continue to qualify as an incentive stock option or such other
      stock option as may be defined under the Code so as to receive preferential
      federal income tax treatment. 

    


     

     

    
      
        
          
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    ARTICLE
      X - MISCELLANEOUS

    


    10.1           
      No
      Establishment of a Trust Fund.   No property shall
      be set aside nor shall a trust fund of any kind be established to secure the
      rights of any Eligible Person under this Plan.  All Eligible Persons
      shall at all times rely solely upon the general credit of the Company for the
      payment of any benefit which becomes payable under this Plan. 

     

    10.2           
      No
      Employment Obligation.  The granting of any Option or
      Award shall not constitute an employment contract, express or implied, nor
      impose upon the Company or any Affiliate any obligation to employ or continue
      to
      employ any Eligible Person.  The right of the Company or any Affiliate
      to terminate the employment of any person shall not be diminished or affected
      by
      reason of the fact that an Option or Award has been granted to
      him. 

     

    10.3           
      Forfeiture.  Notwithstanding
      any other provisions of this Plan, if the Committee finds by a majority vote
      after full consideration of the facts that an Eligible Person, before or after
      termination of his employment with the Company or an Affiliate for any reason
      (a) committed or engaged in fraud, embezzlement, theft, commission of a felony,
      or proven dishonesty in the course of his employment by the Company or an
      Affiliate, which conduct damaged the Company or Affiliate, or disclosed trade
      secrets of the Company or an Affiliate, or (b) participated, engaged in or
      had a
      material, financial, or other interest, whether as an employee, officer,
      director, consultant, contractor, stockholder, owner, or otherwise, in any
      commercial endeavor in the United States which is competitive with the business
      of the Company or an Affiliate without the written consent of the Company or
      Affiliate, the Eligible Person shall forfeit all outstanding Options and all
      outstanding Awards, and including all exercised Options and other situations
      pursuant to which the Company has not yet delivered a stock
      certificate.  Clause (b) shall not be deemed to have been violated
      solely by reason of the Eligible Person’s ownership of stock or securities of
      any publicly owned corporation, if that ownership does not result in effective
      control of the corporation. 

     

    The
      decision of the Committee as to the cause of an Employee’s discharge, the damage
      done to the Company or an Affiliate, and the extent of an Eligible Person’s
      competitive activity shall be final.  No decision of the Committee,
      however, shall affect the finality of the discharge of the Employee by the
      Company or an Affiliate in any manner. 

     

    10.4           
      Tax
      Withholding.  The Company or any Affiliate shall be
      entitled to deduct from other compensation payable to each Eligible Person
      any
      sums required by federal, state, or local tax law to be withheld with respect
      to
      the grant or exercise of an Option or SAR, lapse of restrictions on Restricted
      Stock, or award of Performance Stock.  In the alternative, the Company
      may require the Eligible Person (or other person exercising the Option, SAR
      or
      receiving the Stock) to pay the sum directly to the employer corporation. If
      the
      Eligible Person (or other person exercising the Option or SAR or receiving
      the
      Stock) is required to pay the sum directly, payment in cash or by check of
      such
      sums for taxes shall be delivered within 10 days after the date of exercise
      or
      lapse of restrictions. The Company shall have no obligation upon exercise of
      any
      Option or lapse of restrictions on Stock until payment has been received, unless
      withholding (or offset against a cash payment) as of or prior to the date of
      exercise or lapse of restrictions is 

     

    
 

    
      
        
          
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    sufficient
      to cover all sums due with respect to that exercise.  The Company and
      its Affiliates shall not be obligated to advise an Eligible Person of the
      existence of the tax or the amount which the employer corporation will be
      required to withhold.

     

    10.5           
      Written
      Agreement or Course of Conduct.  Each Option and Award
      shall be embodied in a written agreement which shall be subject to the terms
      and
      conditions of this Plan and shall be signed by the Eligible Person and by a
      member of the Committee on behalf of the Committee and the Company or an
      executive officer of the Company, other than the Eligible Person, on behalf
      of
      the Company.  The agreement may contain any other provisions that the
      Committee in its discretion shall deem advisable which are not inconsistent
      with
      the terms of this Plan.  Notwithstanding the foregoing, a written
      agreement is not required if the Option or Award is granted in the ordinary
      course of conduct of the business and the Company has sufficient accounting
      records reflecting the services rendered in connection with the
      grant. 

     

    10.6            Indemnification
      of the Committee and the Board of Directors.  With
      respect  to administration of this Plan, the Company shall indemnify
      each present and future member of the Committee and the Board of Directors
      against, and each member of the Committee and the Board of Directors shall
      be
      entitled without further act on his part to indemnity from the Company for,
      all
      expenses (including attorney’s fees, the amount of judgments, and the amount of
      approved settlements made with a view to the curtailment of costs of litigation,
      other than amounts paid to the Company itself) reasonably incurred by him in
      connection with or arising out of any action, suit, or proceeding in which
      he
      may be involved by reason of his being or having been a member of the Committee
      and/or the Board of Directors, whether or not he continues to be a member of
      the
      Committee and/or the Board of Directors at the time of incurring the expenses,
      including, without limitation, matters as to which he shall be finally adjudged
      in any action, suit or proceeding to have been found to have been negligent
      in
      the performance of his duty as a member of the Committee or the Board of
      Directors.  However, this indemnity shall not include any expenses
      incurred by any member of the Committee and/or the Board of Directors in respect
      of matters as to which he shall be finally adjudged in any action, suit or
      proceeding to have been guilty of gross negligence or willful misconduct in
      the
      performance of his duty as a member of the Committee and the Board of
      Directors.  In addition, no right of indemnification under this Plan
      shall be available to or enforceable by any member of the Committee and the
      Board of Directors unless, within 60 days after institution of any action,
      suit
      or proceeding, he shall have offered the Company, in writing, the opportunity
      to
      handle and defend same at its own expense.  This right of
      indemnification shall inure to the benefit of the heirs, executors or
      administrators of each member of the Committee and the Board of Directors and
      shall be in addition to all other rights to which a member of the Committee
      and
      the Board of Directors may be entitled as a matter of law, contract, or
      otherwise. 

     

    10.7           
      Gender.  If
      the context requires, words of one gender when used in this Plan shall include
      the others and words used in the singular or plural shall include the
      other.

     

    10.8           
      Headings.  Headings
      of Articles and Sections are included for convenience of reference only and
      do
      not constitute part of the Plan and shall not be used in construing the terms
      of
      the Plan.

     

    
 

    
      
        
          
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    10.9           
      Other
      Compensation Plans.  The adoption of this Plan shall not
      affect any other stock option, incentive or other compensation or benefit plans
      in effect for the Company or any Affiliate, nor shall the Plan preclude the
      Company from establishing any other forms of incentive or other compensation
      for
      employees of the Company or any Affiliate.

     

                  
      10.10           Other
      Options or Awards.  The grant of an Option or Award
      shall not confer upon the Eligible Person the right to receive any future or
      other Options or Awards under this Plan, whether or not Options or Awards may
      be
      granted to similarly situated Eligible Persons, or the right to receive future
      Options or Awards upon the same terms or conditions as previously
      granted.

     

                   
      10.11           Governing
      Law.  The provisions of this Plan shall be construed,
      administered, and governed under the laws of the State of
      Texas.

    


     

    
       

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