Wolverine Exploration Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






WOLVERINE EXPLORATION INC.

2010 STOCK PLAN

1. Purpose.

     The purpose of this plan (the
"Plan") is to secure for Wolverine Exploration Inc. (the "Corporation") and its
stockholders the benefits arising from capital stock ownership by employees,
officers and directors of, and consultants or advisors to, the Corporation and
its subsidiary corporations who are expected to contribute to the Corporation's
future growth and success. The Plan permits grants of options to purchase shares
of Common Stock, $0.001 par value per share, of the Corporation (“Common Stock”)
and awards of shares of Common Stock that are restricted as provided in Section
12 (“Restricted Shares”). Those provisions of the Plan which make express
reference to Section 422 of the Internal Revenue Code of 1986, as amended or
replaced from time to time (the "Code"), shall apply only to Incentive Stock
Options (as that term is defined in the Plan).

2. Type of Options and Administration.

     (a) Types of Options.
Options granted pursuant to the Plan shall be authorized by action of the Board
of Directors of the Corporation (or a Committee designated by the Board of
Directors) and may be either incentive stock options ("Incentive Stock Options")
meeting the requirements of Section 422 of the Code or non-statutory options
which are not intended to meet the requirements of Section 422 of the Code.

     (b) Administration. The
Plan will be administered by the Board of Directors of the Corporation, whose
construction and interpretation of the terms and provisions of the Plan shall be
final and conclusive. The Board of Directors may in its sole discretion grant
Restricted Shares and options to purchase shares of Common Stock and issue
shares upon exercise of such options as provided in the Plan. The Board shall
have authority, subject to the express provisions of the Plan, to construe the
respective option and Restricted Share agreements and the Plan, to prescribe,
amend and rescind rules and regulations relating to the Plan, to determine the
terms and provisions of the respective option and Restricted Share agreements,
which need not be identical, and to make all other determinations in the
judgment of the Board of Directors necessary or desirable for the administration
of the Plan. The Board of Directors may correct any defect or supply any
omission or reconcile any inconsistency in the Plan or in any option or
Restricted Share agreement in the manner and to the extent it shall deem
expedient to carry the Plan into effect and it shall be the sole and final judge
of such expediency. No director or person acting pursuant to authority delegated
by the Board of Directors shall be liable for any action or determination under
the Plan made in good faith. The Board of Directors may, to the full extent
permitted by or consistent with applicable laws or regulations (including,
without limitation, applicable state law and Rule 16b-3 promulgated under the
Securities Exchange Act of 1934 (the "Exchange Act"), or any successor rule
("Rule 16b-3")), delegate any or all of its powers under the Plan to a committee
(the "Committee") appointed by the Board of Directors, and if the Committee is so appointed all references to the Board of
Directors in the Plan shall mean and relate to such Committee with respect to
the powers so delegated. Any director to whom an option or stock grant is
awarded shall be ineligible to vote upon his or her option or stock grant, but
such option or stock grant may be awarded any such director by a vote of the
remainder of the directors, except as limited below.




     (c) Applicability of Rule
16b-3. Those provisions of the Plan which make express reference to Rule
16b-3 shall apply to the Corporation only at such time as the Corporation's
Common Stock is registered under the Exchange Act, and then only to such persons
as are required to file reports under Section 16(a) of the Exchange Act (a
"Reporting Person").

     (d) Compliance with Section
162(m) of the Code. Section 162(m) of the Code, added by the Omnibus Budget
Reconciliation Act of 1993, generally limits the tax deductibility to publicly
held companies of compensation in excess of $1,000,000 paid to certain “covered
employees” (“Covered Employees”). It is the Corporation’s intention to preserve
the deductibility of such compensation to the extent it is reasonably
practicable and to the extent it is consistent with the Corporation’s
compensation objectives. For purposes of this Plan, Covered Employees of the
Corporation shall be those employees of the Corporation described in Section
162(m)(3) of the Code.

     (e) Special Provisions
Applicable to Options Granted to Covered Employees. In order for the full
value of options granted to Covered Employees to be deductible by the
Corporation for federal income tax purposes, the Corporation may intend for such
options to be treated as “qualified performance based compensation” as described
in Treas. Reg. §1.162 -27(e) (or any successor regulation). In such case,
options granted to Covered Employees shall be subject to the following
additional requirements:

     (i) such options and rights shall
be granted only by a committee comprised solely of two or more “outside
directors”, within the meaning of Treas. Reg. § 1.162.27(e)(3); and

     (ii) the exercise price of such
options shall in no event be less than the Fair Market Value (as defined below)
of the Common Stock as of the date of grant of such options.

     (f) Section 409A of the
Code. The Board of Directors may only grant those awards that either comply
with the applicable requirements of Section 409A of the Code, or do not result
in the deferral of compensation within the meaning of Section 409A of the
Code.

3. Eligibility.

     (a) (a) General. Options
and Restricted Shares may be granted to persons who are, at the time of grant,
in a Business Relationship (as defined below) with the Corporation;
provided, that Incentive Stock Options may only be granted to individuals
who are employees of the Corporation (within the meaning of Section 3401(c) of
the Code). A person who has been granted an option or Restricted Shares may, if
he or she is otherwise eligible, be granted additional options or Restricted Shares if the Board of
Directors shall so determine. For purposes of the Plan, “Business Relationship”
means that a person is serving the Corporation, its parent, if applicable, or
any of its subsidiaries, if applicable, in the capacity of an employee, officer,
director, advisor or consultant.




     (b) Grant of Options to
Reporting Persons. From and after the registration of the Common Stock of
the Corporation under the Exchange Act, the selection of a director or an
officer who is a Reporting Person (as the terms "director" and "officer" are
defined for purposes of Rule 16b-3) as a recipient of an option or Restricted
Shares, the timing of the option or Restricted Share grant, the exercise price
of the option and the number of Restricted Shares or shares subject to the
option shall be determined either (i) by the Board of Directors, or (ii) by a
committee consisting of two or more "Non-Employee Directors" having full
authority to act in the matter. For the purposes of the Plan, a director shall
be deemed to be a "Non-Employee Director" only if such person qualifies as a
"Non-Employee Director" within the meaning of Rule 16b-3, as such term is
interpreted from time to time.

4. Stock Subject to Plan.

     The stock subject to options
granted under the Plan or grants of Restricted Shares shall be shares of
authorized but unissued or reacquired Common Stock. Subject to adjustment as
provided in Section 16 below, the maximum number of shares of Common Stock of
the Corporation (“Shares”) which may be issued and sold under the Plan is
10,294,500 Shares. If any Restricted Shares shall be reacquired by the
Corporation, forfeited or an option granted under the Plan shall expire,
terminate or is canceled for any reason without having been exercised in full,
the forfeited Restricted Shares or unpurchased Shares subject to such option
shall again be available for subsequent option or Restricted Share grants under
the Plan. Subject to adjustment in accordance with Section 16:

     (a) No more than an aggregate of
5,147,250 Shares may be issued under Stock Options during the term of the
Plan;

     (b) No more than an aggregate of
5,147,250 Shares may be issued in the form of Restricted Shares during
the term of the Plan; and

     (c) The maximum number of Shares
with respect to which options may be granted to any one person during any fiscal
year of the Corporation may not exceed 5% of the Corporation’s issued and
outstanding shares at the time of grant. 

These limits shall be applied and construed consistently with
Section 162(m) of the Code.




5. Forms of Option and Restricted Share Agreements.

     As a condition to the grant of
Restricted Shares or an option under the Plan, each recipient of Restricted
Shares or an option shall execute an option or Restricted Share or Stock Option
agreement in such form not inconsistent with the Plan as may be approved by the
Board of Directors. Such Option or Restricted Share agreements may differ among
recipients.

6. Purchase Price.

     (a) General. The purchase
price per Share deliverable upon the exercise of an option shall be determined
by the Board of Directors at the time of grant of such option; provided,
however, that the exercise price of an option shall not be less than 100%
of the Fair Market Value (as hereinafter defined) of a Share, at the time of
grant of such option, or not less than 110% of such Fair Market Value in the
case of an Incentive Stock Option described in Section 11(b). "Fair Market
Value" of a Share as of a specified date for the purposes of the Plan shall mean
the closing price of a Share on the principal securities exchange on which such
Shares are traded on the day immediately preceding the date as of which Fair
Market Value is being determined, or on the next preceding date on which such
Shares are traded if no shares were traded on such immediately preceding day, or
if the Shares are not traded on a securities exchange, Fair Market Value shall
be deemed to be the average of the high bid and low asked prices of the Shares
in the over-the-counter market on the day immediately preceding the date as of
which Fair Market Value is being determined or on the next preceding date on
which such high bid and low asked prices were recorded. In no case shall Fair
Market Value be determined with regard to restrictions other than restrictions
which, by their terms, will never lapse. The Board of Directors may also permit
optionees, either on a selective or aggregate basis, to simultaneously exercise
options and sell the Shares thereby acquired, pursuant to a brokerage or similar
arrangement, approved in advance by the Board of Directors, and to use the
proceeds from such sale as payment of the purchase price of such shares.

     (b) Payment of Purchase
Price. Options granted under the Plan may provide for the payment of the
exercise price by delivery of cash or a check to the order of the Corporation in
an amount equal to the exercise price of such options, or, to the extent
provided in the applicable option agreement, (i) by delivery to the Corporation
of Shares having a Fair Market Value on the date of exercise equal in amount to
the exercise price of the options being exercised, (ii) through any cashless
exercise feature that may be included in the option agreement covering a
particular option grant, (iii) by any other means which the Board of Directors
determines are consistent with the purpose of the Plan and with applicable laws
and regulations (including, without limitation, the provisions of Rule 16b-3 and
Regulation T promulgated by the Federal Reserve Board) or (iv) by any
combination of such methods of payment. 

7. Option Period.

     Subject to earlier termination as
provided in the Plan, each option and all rights thereunder shall expire on such
date as determined by the Board of Directors and set forth in the applicable option agreement, provided, that such date
shall not be later than (10) ten years after the date on which the option is
granted.




8. Exercise of Options.

     Each option granted under the
Plan shall be exercisable either in full or in installments at such time or
times and during such period as shall be set forth in the option agreement
evidencing such option, subject to the provisions of the Plan. No option granted
to a Reporting Person for purposes of the Exchange Act, however, shall be
exercisable during the first six months after the date of grant. Subject to the
requirements in the immediately preceding sentence, if an option is not at the
time of grant immediately exercisable, the Board of Directors may (i) in the
agreement evidencing such option, provide for the acceleration of the exercise
date or dates of the subject option upon the occurrence of specified events,
and/or (ii) at any time prior to the complete termination of an option,
accelerate the exercise date or dates of such option, unless it would cause an
option that otherwise qualified as an Incentive Stock Option to lose Incentive
Stock Option treatment by application of Section 422(d)(1) of the Code and
Section 11(c) of the Plan.

9. Non-transferability of Options.

     No option granted under this Plan
shall be assignable or otherwise transferable by the optionee except by will or
by the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined in the Code or Title I of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), or the rules thereunder. An
option may be exercised during the lifetime of the optionee only by the
optionee. In the event an optionee dies during his employment by the Corporation
or any of its subsidiaries, or during the three-month period following the date
of termination of such employment, his option shall thereafter be exercisable,
during the period specified to the full extent to which such option was
exercisable by the optionee at the time of his death during the periods set
forth in Section 10 or 11(d). If any optionee should attempt to dispose of or
encumber his or her options, other than in accordance with the applicable terms
of this Plan or the applicable option agreement, his or her interest in such
options shall terminate.

10. Effect of Termination of Employment or Other
Relationship.

     Except as provided in Section
11(d) with respect to Incentive Stock Options, and subject to the provisions of
the Plan and the applicable option agreement, an optionee may exercise an option
(but only to the extent such option was exercisable at the time of termination
of the optionee’s employment or other relationship with the Corporation) at any
time within three (3) months following the termination of the optionee's
employment or other relationship with the Corporation or within one (1) year if
such termination was due to the death or disability of the optionee, but, except
in the case of the optionee's death, in no event later than the expiration date
of the Option. If the termination of the optionee's employment is for cause or
is otherwise attributable to a breach by the optionee of an employment or
confidentiality or non-disclosure agreement, the option shall expire immediately
upon such termination. The Board of Directors shall have the power to determine
what constitutes a termination for cause or a breach of an employment or
confidentiality or non-disclosure agreement, whether an optionee has been
terminated for cause or has breached such an agreement, and the date upon which
such termination for cause or breach occurs. Any such determinations shall be
final and conclusive and binding upon the optionee.




11. Incentive Stock Options.

     Options granted under the Plan
which are intended to be Incentive Stock Options shall be subject to the
following additional terms and conditions:

     (a) Express Designation.
All Incentive Stock Options granted under the Plan shall, at the time of grant,
be specifically designated as such in the option agreement covering such
Incentive Stock Options.

     (b) 10% Stockholder. If
any employee to whom an Incentive Stock Option is to be granted under the Plan
is, at the time of the grant of such option, the owner of stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Corporation (after taking into account the attribution of stock ownership rules
of Section 424(d) of the Code), then the following special provisions shall be
applicable to the Incentive Stock Option granted to such individual:

(i) The purchase price per share of the
Common Stock subject to such Incentive Stock Option shall not be less than 110%
of the Fair Market Value of one share of Common Stock at the time of grant;
and

(ii) the option exercise period shall not exceed five years from the
date of grant.

     (c) Dollar Limitation. For
so long as the Code shall so provide, options granted to any employee under the
Plan (and any other incentive stock option plans of the Corporation) which are
intended to constitute Incentive Stock Options shall not constitute Incentive
Stock Options to the extent that such options, in the aggregate, become
exercisable for the first time in any one calendar year for shares of Common
Stock with an aggregate Fair Market Value, as of the respective date or dates of
grant, of more than $100,000 (or such other limitations as the Code may
provide).

     (d) Termination of Employment,
Death or Disability. No Incentive Stock Option may be exercised unless, at
the time of such exercise, the optionee is, and has been continuously since the
date of grant of his or her option, employed by the Corporation, except that,
unless otherwise specified in the applicable option agreement:




(i) an Incentive Stock Option may be
exercised within the period of three months after the date the optionee ceases
to be an employee of the Corporation (or within such lesser period as may be
specified in the applicable option agreement), provided, that the
agreement with respect to such option may designate a longer exercise period and
that the exercise after such three-month period shall be treated as the exercise
of a non-statutory option under the Plan;

(ii) if the optionee dies while in the
employ of the Corporation, or within three months after the optionee ceases to
be such an employee, the Incentive Stock Option may be exercised by the person
to whom it is transferred by will or the laws of descent and distribution within
the period of one year after the date of death (or within such lesser period as
may be specified in the applicable option agreement); and

(iii) if the optionee becomes disabled
(within the meaning of Section 22(e)(3) of the Code or any successor provisions
thereto) while in the employ of the Corporation, the Incentive Stock Option may
be exercised within the period of one year after the date the optionee ceases to
be such an employee because of such disability (or within such lesser period as
may be specified in the applicable option agreement).

For all purposes of the Plan and any option granted hereunder,
"employment" shall be defined in accordance with the provisions of Section 1.421
-1(h) of the Income Tax Regulations (or any successor regulations).
Notwithstanding the foregoing provisions no Incentive Stock Option may be
exercised after its expiration date.

12. Restricted Shares.

     (a) Awards. The Board of
Directors may from time to time in its discretion award Restricted Shares to
persons having a Business Relationship with the Corporation and may determine
the number of Restricted Shares awarded and the terms and conditions of, and the
amount of payment, if any, to be made by such persons. Each award of Restricted
Shares will be evidenced by a written agreement executed on behalf of the
Corporation and containing terms and conditions not inconsistent with the Plan
as the Board of Directors shall determine to be appropriate in its sole
discretion.

     (b) Restricted Period; Lapse
of Restrictions. At the time an award of Restricted Shares is made, the
Board of Directors shall establish a period of time (the “Restricted Period”)
applicable to such award which shall not be more than ten years. Each award of
Restricted Shares may have a different Restricted Period. In lieu of
establishing a Restricted Period, the Board of Directors may establish
restrictions based only on the achievement of specified performance measures or
a time release schedule. At the time an award is made, the Board of Directors
may, in its discretion, prescribe conditions for the incremental lapse of
restrictions during the Restricted Period and for the lapse or termination of
restrictions upon the occurrence of other conditions in addition to or other
than the expiration of the Restricted Period with respect to all or any portion of the Restricted Shares. Such
conditions may include, without limitation, the death or disability of the
participant to whom Restricted Shares are awarded, retirement of the participant
pursuant to normal or early retirement under any retirement plan of the
Corporation or termination by the Corporation of the participant’s employment
other than for cause, or the occurrence of a change in control of the
Corporation. Such conditions may also include performance measures, which, in
the case of any such award of Restricted Shares to a participant who is a
“covered employee” within the meaning of Section 162(m) of the Code, shall be
based on one or more of the following criteria: earnings per share, market value
per share, return on invested capital, return on operating assets and return on
equity. The Board of Directors may also, in its discretion, shorten or terminate
the Restricted Period or waive any conditions for the lapse or termination of
restrictions with respect to all or any portion of the Restricted Shares at any
time after the date the award is made.




     (c) Rights of Holder;
Limitations Thereon. Upon an award of Restricted Shares, a stock
certificate representing the number of Restricted Shares awarded to the
participant shall be registered in the participant’s name and, at the discretion
of the Board of Directors, will be either delivered to the participant with an
appropriate legend or held in custody by the Corporation or a bank for the
participant’s account. The participant shall generally have the rights and
privileges of a stockholder as to such Restricted Shares, including the right to
vote such Restricted Shares, except that the following restrictions shall apply:
(i) with respect to each Restricted Share, the participant shall not be entitled
to delivery of an unlegended certificate until the expiration nor termination of
the Restricted Period, and the satisfaction of any other conditions prescribed
by the Board of Directors, relating to such Restricted Share; (ii) with respect
to each Restricted Share, such share may not be sold, transferred, assigned,
pledged, or otherwise encumbered or disposed of until the expiration of the
Restricted Period, and the satisfaction of any other conditions prescribed by
the Board of Directors, relating to such Restricted Share (except, subject to
the provisions of the participant’s stock restriction agreement, by will or the
laws of descent and distribution or pursuant to a qualified domestic relations
order as defined by the Code or Title I of ERISA or the rules promulgated
thereunder) and (iii) all of the Restricted Shares as to which restrictions have
not at the time lapsed shall be forfeited and all rights of the participant to
such Restricted Shares shall terminate without further obligation on the part of
the Corporation unless the participant has remained in a Business Relationship
with the Corporation or any of its subsidiaries until the expiration or
termination of the Restricted Period and the satisfaction of any other
conditions prescribed by the Board of Directors applicable to such Restricted
Shares. Upon the forfeiture of any Restricted Shares, such forfeited shares
shall be transferred to the Corporation without further action by the
participant. At the discretion of the Board of Directors, cash and stock
dividends with respect to the Restricted Shares may be either currently paid or
withheld by the Corporation for the participant’s account, and interest may be
paid on the amount of cash dividends withheld at a rate and subject to such
terms as determined by the Board of Directors. The participant shall have the
same rights and privileges, and be subject to the same restrictions, with
respect to any shares received pursuant to Section 16 hereof.

     (d) Delivery of Unrestricted
Shares. Upon the expiration or termination of the Restricted Period
and the satisfaction of any other conditions prescribed by the Board of
Directors, the restrictions applicable to the Restricted Shares shall lapse and
a stock certificate for the number of Restricted Shares with respect to which the
restrictions have lapsed shall be delivered, free of all such restrictions,
except any that may be imposed by law including without limitation securities
laws, to the participant or the participant’s beneficiary or estate, as the case
may be. The Corporation shall not be required to deliver any fractional share of
Common Stock but will pay, in lieu thereof, the fair market value (determined as
of the date the restrictions lapse) of such fractional share to the participant
or the participant’s beneficiary or estate, as the case may be.




13. Additional Provisions.

     (a) Additional Provisions.
The Board of Directors may, in its sole discretion, include additional
provisions in option or Restricted Stock agreements covering options or
Restricted Stock granted under the Plan, including without limitation,
restrictions on transfer, repurchase rights, rights of first refusal,
commitments to pay cash bonuses, to make, arrange for or guaranty loans or to
transfer other property to optionees upon exercise of options, or such other
provisions as shall be determined by the Board of Directors; provided,
that such additional provisions shall not be inconsistent with any other term or
condition of the Plan and such additional provisions shall not cause any
Incentive Stock Option granted under the Plan to fail to qualify as an Incentive
Stock Option within the meaning of Section 422 of the Code or result in the
imposition of an additional tax under Section 409A of the Code.

     (b) Acceleration, Extension,
Etc. The Board of Directors may, in its sole discretion, (i) accelerate the
date or dates on which all or any particular option or options granted under the
Plan may be exercised or (ii) extend the dates during which all, or any
particular, option or options granted under the Plan may be exercised if it
would not cause any Incentive Stock Option granted under the Plan to fail to
qualify as an Incentive Stock Option within the meaning of Section 422 of the
Code or result in the imposition of an additional tax under Section 409A of the
Code.

14. General Restrictions.

     (a) Investment
Representations. The Corporation may require any person to whom Restricted
Shares or an option is granted, as a condition of receiving such Restricted
Shares or exercising such option, to give written assurances in substance and
form satisfactory to the Corporation to the effect that such person is acquiring
the Restricted Shares or Common Stock subject to the option for his or her own
account for investment and not with any present intention of selling or
otherwise distributing the same, and to such other effects as the Corporation
deems necessary or appropriate in order to comply with federal and applicable
state securities laws, or with covenants or representations made by the
Corporation in connection with any public offering of its Common Stock.

     (b) Compliance with Securities
Law. Each option and grant of Restricted Shares shall be subject to the
requirement that if, at any time, counsel to the Corporation shall determine
that the listing, registration or qualification of the Restricted Shares or
shares subject to such
option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, or that the disclosure of non-public information or the satisfaction of any other condition is necessary as a
condition of, or in connection with the issuance or purchase of shares thereunder, such Restricted Shares shall not be granted and such option may not be exercised, in whole or in part, unless such listing, registration, qualification, consent or
approval, or satisfaction of such condition shall have been effected or obtained on conditions acceptable to the Board of Directors. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration or
qualification, or to satisfy such condition.








15. Rights as a Stockholder.


     The holder of an option shall have no rights as a stockholder with respect to any shares covered by the option (including, without limitation, any rights to receive dividends or non-cash distributions with respect to
such shares) until the date of issue of a stock certificate to him or her for such shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued.


16. Adjustment Provisions for Recapitalization, Reorganizations and Related Transactions.


     (a) Recapitalization and Related Transactions.  If, through or as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction, (i) the
outstanding shares of Common Stock are increased, decreased or exchanged for a different number or kind of shares or other securities of the Corporation, or (ii) additional shares or new or different shares or other non-cash assets are distributed
with respect to such shares of Common Stock or other securities, an appropriate and proportionate adjustment shall be made in (x) the maximum number and kind of shares reserved for issuance under the Plan, (y) the number and kind of Restricted
Shares granted and shares or other securities subject to any then outstanding options under the Plan, and (z) the exercise price for each share subject to any then outstanding options under the Plan, without changing the aggregate purchase price as
to which such options remain exercisable. Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 16 if such adjustment (i) would cause the Plan to fail to comply with Section 422 of the Code or with Rule 16b-3 or (ii)
would be considered as the adoption of a new plan requiring stockholder approval.


     (b) Reorganization, Merger and Related Transactions. If the Corporation shall be the surviving corporation in any reorganization, merger or consolidation of the Corporation with one or more other corporations,
any then outstanding Restricted Shares or option granted pursuant to the Plan shall pertain to and apply to the securities to which a holder of the number of shares of Common Stock subject to such Restricted Shares or options would have been
entitled immediately following such reorganization, merger, or consolidation, with a corresponding proportionate adjustment of the purchase price as to which such options may be exercised so that the aggregate purchase price as to which such options
may be exercised shall be the same as the
aggregate purchase price as to which such options may be exercised for the shares remaining subject to the options immediately prior to such reorganization, merger, or consolidation.










     (c) Board Authority to Make Adjustments. Any adjustments made under this Section 16 will be made by the Board of Directors, whose determination as to what adjustments, if any, will be made and the extent thereof
will be final, binding and conclusive. No fractional shares will be issued under the Plan on account of any such adjustments.


17. Merger, Consolidation, Asset Sale, Liquidation, Etc.


     (a) General. In the event of a consolidation or merger in which the Corporation is not the surviving corporation, or sale of all or substantially all of the assets of the Corporation in which outstanding shares
of Common Stock are exchanged for securities, cash or other property of any other corporation or business entity or in the event of a liquidation of the Corporation (collectively, a "Corporate Transaction"), the Board of Directors of the
Corporation, or the board of directors of any corporation assuming the obligations of the Corporation, may, in its discretion, take any one or more of the following actions, as to outstanding options: (i) provide that such Restricted Shares or
options shall be assumed, or equivalent Restricted Shares or options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), provided that any such options substituted for Incentive Stock Options shall meet
the requirements of Section 424(a) of the Code, (ii) upon written notice, provide that all unexercised options and Restricted Shares will terminate immediately prior to the consummation of such transaction unless such options are exercised by the
optionee within a specified period following the date of such notice, (iii) in the event of a Corporate Transaction under the terms of which holders of the Common Stock of the Corporation will receive upon consummation thereof a cash payment for
each share surrendered in the Corporate Transaction (the "Transaction Price"), make or provide for a cash payment to the optionees equal to the difference between (A) the Transaction Price times the number of shares of Common Stock subject to such
outstanding options (to the extent then exercisable at prices not in excess of the Transaction Price) and (B) the aggregate exercise price of all such outstanding options in exchange for the termination of such options, and (iv) provide that all
restrictions on Restricted Shares shall lapse in full or in part and all or any outstanding options shall become exercisable in full or in part immediately prior to such event.


     (b) Substitute Restricted Shares or Options. The Corporation may grant Restricted Shares or options under the Plan in substitution for Restricted Shares or options held by persons in a Business Relationship with
another corporation who enter into a Business Relationship with the Corporation, or a subsidiary of the Corporation, as the result of a merger or consolidation of the employing corporation with the Corporation or a subsidiary of the Corporation, or
as a result of the acquisition by the Corporation, or one of its subsidiaries, of property or stock of the other corporation. The Corporation may direct that substitute Restricted Shares or options be granted on such terms and conditions as the
Board of Directors considers appropriate in the circumstances.











18. No Special Employment Rights.


     Nothing contained in the Plan or in any Restricted Share or option agreement shall confer upon any holder of Restricted Shares or optionee any right with respect to the continuation of his or her employment by, or other
Business Relationship with, the Corporation or interfere in any way with the right of the Corporation at any time to terminate such employment or Business Relationship or to increase or decrease the compensation of the optionee.


19. Other Employee Benefits.


     Except as to plans which by their terms include such amounts as compensation, the amount of any compensation deemed to be received by an employee as a result of the grant of Restricted Shares or lapse of restrictions
thereon, the exercise of an option or the sale of shares received upon such exercise will not constitute compensation with respect to which any other employee benefits of such employee are determined, including, without limitation, benefits under
any bonus, pension, profit-sharing, life insurance or salary continuation plan, except as otherwise specifically determined by the Board of Directors.


20. Amendment of the Plan.


     (a) The Board of Directors may at any time, and from time to time, modify or amend the Plan in any respect, except that if at any time the approval of the stockholders of the Corporation is required under Section 422 of
the Code or any successor provision with respect to Incentive Stock Options, or the legal requirements relating to the administration of equity compensation plans, if any, under applicable provisions of federal securities laws, applicable state
corporate and securities laws, the Code, the rules of any applicable stock exchange or national market system or quotation system on which the Common Stock is listed or quoted, and the applicable laws and rules of any foreign country or jurisdiction
where awards are, or will be, granted under the Plan.


     (b) The termination or any modification or amendment of the Plan shall not, without the consent of an optionee or holder of Restricted Shares, affect his or her rights under an option or grant of Restricted Shares
previously granted to him or her. With the consent of the optionee or holder of Restricted Shares affected, the Board of Directors may amend outstanding option or Restricted Share agreements in a manner not inconsistent with the Plan. The Board of
Directors shall have the right to amend or modify the terms and provisions of the Plan and of any outstanding Incentive Stock Options granted under the Plan to the extent necessary to qualify any or all such options for such favorable federal income
tax treatment (including deferral of taxation upon exercise) as may be afforded incentive stock options under Section 422 of the Code.











21. Withholding.


     (a) The Corporation shall have the right to deduct from payments of any kind otherwise due to the optionee or holder of Restricted Shares any federal, state or local taxes of any kind required by law to be withheld with
respect to any shares issued upon exercise of options or lapse of restrictions on Restricted Shares under the Plan. Subject to the prior approval of the Corporation, which may be withheld by the Corporation in its sole discretion, the optionee or
holder of Restricted Shares may elect to satisfy such obligations, in whole or in part, (i) by causing the Corporation to withhold shares of Common Stock otherwise issuable pursuant to the exercise of an option or lapse of restrictions on Restricted
Shares or (ii) by delivering to the Corporation shares of Common Stock already owned by the optionee or holder of Restricted Shares.  The shares so delivered or withheld shall have a Fair Market Value equal to such withholding obligation as of the
date that the amount of tax to be withheld is to be determined. An optionee who has made an election pursuant to this Section 21(a) may satisfy his or her withholding obligation only with shares of Common Stock which are not subject to any
repurchase, forfeiture, unfulfilled vesting or other similar requirements.


     (b) The acceptance of shares of Common Stock upon exercise of an Incentive Stock Option shall constitute an agreement by the optionee (i) to notify the Corporation if any or all of such shares are disposed of by the
optionee within two years from the date the option was granted or within one year from the date the shares were transferred to the optionee pursuant to the exercise of the option, and (ii) if required by law, to remit to the Corporation, at the time
of and in the case of any such disposition, an amount sufficient to satisfy the Corporation's federal, state and local withholding tax obligations with respect to such disposition, whether or not, as to both (i) and (ii), the optionee is in the
employ of the Corporation at the time of such disposition.


     (c) Notwithstanding the foregoing, in the case of a Reporting Person whose options have been granted in accordance with the provisions of Section 3(b) herein, no election to use shares for the payment of withholding
taxes shall be effective unless made in compliance with any applicable requirements of Rule 16b-3.


22. Section 162(m) of the Code. The Board of Directors, in its sole discretion, may require that one or more agreements contain provisions which provide that, in the event Section 162(m) of the Code, or any successor provision relating to
excessive employee remuneration, would operate to disallow a deduction by the Corporation for all or part of any payment of an award under the Plan, a grantee’s receipt of the portion that would not be deductible by the Corporation shall be
deferred to either the earliest date at which the Board reasonably anticipates that the grantee's remuneration either does not exceed the limit set forth in Section 162(m) of the Code or is not subject to Section 162(m) of Code, or the calendar year
in which the grantee separates from service. This Section 22 shall be applied and construed consistently with Section 409A of the Code and the regulations (and guidance) thereunder.






23. Effective Date and Duration of the Plan.

     (a) Effective Date. The
Plan shall become effective when adopted by the Board of Directors, but no
Incentive Stock Option granted under the Plan shall become exercisable unless
and until the Plan shall have been approved by the Corporation's stockholders.
If such stockholder approval is not obtained within twelve (12) months after the
date of the Board's adoption of the Plan, no options previously granted under
the Plan shall be deemed to be Incentive Stock Options and no Incentive Stock
Options shall be granted thereafter. Amendments to the Plan not requiring
stockholder approval shall become effective when adopted by the Board of
Directors; amendments requiring stockholder approval (as provided in Section 20)
shall become effective when adopted by the Board of Directors, but no Incentive
Stock Option granted after the date of such amendment shall become exercisable
(to the extent that such amendment to the Plan was required to enable the
Corporation to grant such Incentive Stock Option to a particular optionee)
unless and until such amendment shall have been approved by the Corporation's
stockholders. If such stockholder approval is not obtained within twelve (12)
months of the Board's adoption of such amendment, any Incentive Stock Options
granted on or after the date of such amendment shall terminate to the extent
that such amendment to the Plan was required to enable the Corporation to grant
such option to a particular optionee. Subject to this limitation, options may be
granted under the Plan at any time after the effective date and before the date
fixed for termination of the Plan.

     (b) Termination. Unless
sooner terminated in accordance with Section 17, the Plan shall terminate upon
the earlier of (i) the close of business on the day next preceding the tenth
anniversary of the date of its adoption by the Board of Directors, or (ii) the
date on which all shares available for issuance under the Plan shall have been
issued pursuant to the exercise or cancellation of Restricted Shares or options
granted under the Plan. If the date of termination is determined under (i)
above, then Restricted Shares or options outstanding on such date shall continue
to have force and effect in accordance with the provisions of the instruments
evidencing such Restricted Shares or options.

24. Governing Law.

     The provisions of this Plan shall
be governed and construed in accordance with the laws of the State of Nevada
without regard to the principles of conflicts of laws.

Adopted by the Board of Directors on May 28, 2010