Augusta Resource Corporation: Exhibit 4.1 - Filed by newsfilecorp.com






AUGUSTA RESOURCE CORPORATION 
(the “Company”) 

STOCK OPTION PLAN 

Dated as of May 3, 2004, as amended and restated as of June 1,
2007, June 11, 2009 
and June 12, 2012 

	1. 	
      PURPOSE



     The purpose of the Plan is to
provide an incentive to the directors, officers, employees, consultants and
other personnel of the Company or any of its subsidiaries to achieve the long
term objectives of the Company; to attract, retain and motivate persons as
directors, officers, employees and consultants to the Company and to advance the
interests of the Company by providing such persons with the opportunity, through
stock options to acquire a proprietary interest in the Company. 

	2. 	
      DEFINITIONS AND
  INTERPRETATIONS



     When used in this Plan, unless
there is something in the subject matter or context inconsistent therewith, the
following words and terms shall have the respective meanings ascribed to them as
follows: 

	 	(a) 	
      “Board of Directors” means the Board of Directors
      of the Company;

	 	 	 	 
	 	(b) 	
      “change in control” means the occurrence of any of
      the following events:

	 	 	 	 
	 		(i) 	
      any person, alone or together with any other persons with
      whom it is acting jointly or in concert, becomes the beneficial owner of,
      or acquires the power to exercise control or direction over, directly or
      indirectly, securities (or securities convertible into, or exchangeable
      for, such securities) representing twenty percent (20%) or more of the
      votes exercisable by holders of the then-outstanding securities generally
      entitled to vote for the election of directors (“Voting Shares”) of the
      Company or any persons that previously were not acting jointly or in
      concert commence acting jointly or in concert and together beneficially
      own, or have the power to exercise control or direction over, such
      securities;

	 	 	 	 
	 		(ii) 	
      the Company is merged, amalgamated, consolidated or
      reorganized into or with another person and, as a result of such business
      combination, securities representing more than twenty percent (20%) of the
      votes exercisable by holders of the Voting Shares of the Company or such
      person into which the Voting Shares of the Company is converted
      immediately after such transaction are held by a person alone or together
      with any other persons with whom it is acting jointly or in concert and
      such person, together with those with whom it is acting jointly or in
      concert, held securities representing less than twenty percent (20%) of
      the votes exercisable by the holders of the Voting Shares of the Company
      immediately prior to such transaction;

	 	 	 	 
	 		(iii) 	
      the capital of the Company is reorganized and, as a
      result of such reorganization, securities representing more than twenty
      percent (20%) of the votes exercisable by the holders of the Voting Shares
      of the Company immediately after such reorganization are held by a person
      alone or together with any other persons with whom it is acting jointly or
      in concert and such person, together with those with whom it is acting
      jointly or in concert, held securities representing less than twenty
      percent (20%) of the votes exercisable by the holders of the Voting Shares
      of the Company immediately prior to such
reorganization;








	 		(iv) 	
      the Company sells or otherwise transfers all or
      substantially all of its assets to another person and following such sale
      or transfer securities representing more than twenty percent (20%) of the
      votes exercisable by the holders of the Voting Shares of the acquiring
      person immediately after such transactions are held in the aggregate by a
      person alone or together with any other persons with whom it is acting
      jointly or in concert, and such person, together with those with whom it
      is acting jointly or in concert, held securities representing less than
      twenty percent (20%) of the votes exercisable by holders of the Voting
      Shares of the Company immediately prior to such transaction; or

	 	 	 	 
	 		(v) 	
      individuals who were elected by the shareholders to
      constitute the Board of Directors at the beginning of any one year term
      cease for any reason in such year to constitute more than 50% of the Board
      of Directors.

	 	 	 	 
	 	(c) 	
      “Common Shares” means common shares in the capital
      of the Company or in the event of an adjustment contemplated by Section 14
      hereof, such other shares or securities to which the Optionee may be
      entitled upon the exercise of an Option as a result of such
    adjustment;

	 	 	 	 
	 	(d) 	
      “Company” means Augusta Resource Corporation and
      any successor company and any reference herein to action by the Company
      means action by or under the authority of its Board of Directors or a duly
      empowered committee appointed by the Board of Directors;

	 	 	 	 
	 	(e) 	
      “Exchange” means the Toronto Stock Exchange or any
      other stock exchange on which the Common Shares are listed;

	 	 	 	 
	 	(f) 	
      “Exchange Policies” means the policies of the
      Exchange, including those set forth in the Company Manual of the
      Exchange.

	 	 	 	 
	 	(g) 	
      “Insider” has the meaning ascribed thereto in
      Exchange Policies;

	 	 	 	 
	 	(h) 	
      “Market Price” means the last per share closing
      price for the Common Shares on the Exchange before the date of grant of an
      Option;

	 	 	 	 
	 	(i) 	
      “Option” means an option granted by the Company to
      an Optionee entitling such Optionee to acquire a designated number of
      Common Shares from treasury at a price determined by the Board of
      Directors subject to Exchange policies;

	 	 	 	 
	 	(j) 	
      “Optionee” means a person who is a director,
      officer, employee, consultant or other personnel of the Company or a
      subsidiary of the Company; a company wholly-owned by such persons; or any
      other individual or body corporate who may be granted an option pursuant
      to the requirements of applicable securities laws and the Exchange, who is
      granted an Option pursuant to this Plan;

	 	 	 	 
	 	(k) 	
      “Option Period” means the period determined by the
      Board of Directors during which an Optionee may exercise an Option, which
      period shall not exceed the later of (i) ten (10) years from the date of
      grant of the Option, and (ii) if the expiry of such period falls during a
      time when Optionees are restricted from acquiring securities of the
      Company as a result of material information concerning the Company not
      having been generally disclosed (a “Blackout Period”), ten (10) days
      following the lifting of the Blackout Period; and

	 	 	 	 
	 	(l) 	
      “Plan” shall mean the Company’s incentive stock
      option plan as embodied herein and as from time to time
  amended.



     Wherever the singular or
masculine is used in this Plan, the same shall be construed as meaning the
plural or feminine or body corporate and vice versa, where the context or the
parties so require and references to person includes any individual,
partnership, limited partnership, joint venture, syndicate or organization, sole
proprietorship, company or corporation (with or without share
capital), unincorporated association, trust, trustee, executor, administrator or
other legal representative.




	3. 	
      ADMINISTRATION



     The Plan shall be administered by
the Secretary of the Company. The Board of Directors shall have full and final
discretion to interpret the provisions of the Plan and to prescribe, amend,
rescind and waive rules and regulations to govern the administration and
operation of the Plan. All decisions and interpretations made by the Board of
Directors shall be binding and conclusive upon the Company and on all persons
eligible to participate in the Plan, subject to shareholder approval if required
by the Exchange. Notwithstanding the foregoing or any other provision contained
herein, the Board of Directors shall have the right to delegate the
administration and operation of the Plan to a special committee of directors
appointed from time to time by the Board of Directors, in which case all
references herein to the Board of Directors shall be deemed to refer to such
committee. 

     Any Option granted under the Plan
shall be subject to the requirements that, if at any time counsel to the Company
shall determine that the listing or qualification of the Common Shares subject
to such Option upon any securities exchange or under any law or regulation of
any jurisdiction, or the consent or approval of the shareholders of the Company,
any securities exchange or any governmental or regulatory authority, is
necessary as a condition of, or in connection with, the grant or exercise of
such Option or the issuance or purchase of Shares thereunder, such Option may
not be accepted or exercised in whole or in part unless such listing,
qualification, consent or approval shall have been effected or obtained on
conditions acceptable to the Board of Directors. Nothing herein shall be deemed
to require the Company to apply for or to obtain such listing, qualification,
consent or approval. 

	4. 	
      ELIGIBILITY



     The Board of Directors may at any
time and from time to time designate those Optionees who are to be granted an
Option pursuant to the Plan and grant an Option to such Optionee. Subject to
Exchange Policies and the limitations contained herein, the Board of Directors
is authorized to provide for the grant and exercise of Options on such terms
(which may vary as between Options) as it shall determine. A person who has been
granted an Option may, if he is otherwise eligible and if permitted by Exchange
Policies, be granted an additional Option or Options if the Board of Directors
shall so determine.

	5. 	
      PARTICIPATION



     Participation in the Plan shall
be entirely voluntary and any decision not to participate shall not affect an
Optionee’s relationship or employment with the Company. 

     Notwithstanding any express or
implied term of this Plan or any Option to the contrary, the granting of an
Option pursuant to the Plan shall in no way be construed as conferring on any
Optionee any right with respect to continuance as a director, officer, employee
or consultant of the Company or any subsidiary of the Company. 

     Options shall not be affected by
any change of employment of the Optionee or by the Optionee ceasing to be a
director or officer of or a consultant to the Company or any of its
subsidiaries, where the Optionee at the same time becomes or continues to be a
director, officer or full-time employee of or a consultant to the Company or any
of its subsidiaries. 

     No Optionee shall have any of the
rights of a shareholder of the Company in respect to Common Shares issuable on
exercise of an Option until such Common Shares shall have been paid for in full
and issued by the Company on exercise of the Option, pursuant to this Plan. 

	6. 	
      COMMON SHARES SUBJECT TO
  OPTIONS



     The aggregate number of Common
Shares that may be issued upon the exercise of Options granted under the Plan
shall not at any time, when taken together with any Common Shares issuable under
any other of security based compensation arrangements of the Company then either in
effect or proposed, exceed 10% of the issued and outstanding Common Shares from
time to time. In addition: 




	 	(a) 	
      the maximum number of Common Shares issuable to Insiders
      of the Company, at any time, under all security based compensation
      arrangements of the Company, shall not exceed 10% of the issued and
      outstanding Common Shares; and

	 	 	 
	 	(b) 	
      the maximum number of Shares issued to Insiders of the
      Company, within any 12 month period, under all security based compensation
      arrangements of the Company, shall not exceed 10% of issued and
      outstanding Common Shares.



     For the purposes of this Section
6, the number of issued and outstanding Common Shares shall be determined on a
non-diluted basis and, for the purposes of Subsection 6(b), the number of issued
and outstanding Common Shares shall exclude Common Shares issued pursuant to
security based compensation arrangements of the Company during the preceding 12
month period. In addition, for purposes of Subsections 6(a) and 6(b), Common
Shares issued prior to the Optionee becoming an Insider shall be excluded.

     Appropriate adjustments shall be
made as set forth in Section 14 hereof, in both the number of Common Shares
covered by individual grants and the total number of Common Shares authorized to
be issued hereunder, to give effect to any relevant changes in the
capitalization of the Company. 

     If any Option granted hereunder
shall expire or terminate for any reason without having been exercised in full,
the unpurchased Common Shares subject thereto shall again be available for the
purpose of the Plan. 

	7. 	
      OPTION AGREEMENT



     A written agreement will be
entered into between the Company and each Optionee to whom an Option is granted
hereunder, which agreement will set out the number of Common Shares subject to
option, the exercise price and any other terms and conditions approved by the
Board of Directors, all in accordance with the provisions of this Plan (herein
referred to as the “Stock Option Agreement”). The Stock Option Agreement will be
in such form as the Board of Directors may from time to time approve, and may
contain such terms as may be considered necessary in order that the Option will
comply with any provisions respecting options in the jurisdiction of which the
Optionee may from time to time be a resident or citizen or the rules of any
regulatory authority having jurisdiction over the Company, including the
Exchange. 

	8. 	
      OPTION PERIOD AND EXERCISE
  PRICE



     Each Option and all rights
thereunder shall be expressed to expire on the date set out in the respective
Stock Option Agreement, which shall be the date of the expiry of the Option
Period (the “Expiry Date”), subject to earlier termination as provided in
Section 10 and 11 hereof.

     Subject to Exchange Policies and
any limitations imposed by any relevant regulatory authority, the exercise price
of an Option granted under the Plan shall be as determined by the Board of
Directors when such Option is granted and shall be an amount at least equal to
the Market Price of the Common Shares. 

	9. 	
      EXERCISE OF OPTIONS



     An Optionee shall be entitled to
exercise an Option granted to him at any time prior to the expiry of the Option
Period, subject to Sections 10 and 11 hereof and to vesting limitations which
may be imposed by the Board of Directors at the time such Option is granted.
Subject to Exchange Policies, the Board of Directors may, in its sole
discretion, determine the time during which an Option shall vest and the method
of vesting, or that no vesting restriction shall exist. The exercise of any
Option will be conditional upon receipt by the Company at its head office of a
written notice of exercise, specifying the number of Common Shares in respect of
which the Option is being exercise, accompanied by cash payment, certified
cheques or bank draft for the full purchase price of such Common Shares with
respect to which the Option is being exercised. 




     In lieu of paying the aggregate
Exercise Price to purchase Common Shares as set forth in this Section 9, but
subject to Section 19, the Optionee may elect instead to surrender all or the
applicable portion of a then vested and exerciseable Option to the Company as
consideration and in exchange for that number of Common Shares determined in
accordance with the following formula: 

A = B (C – D) / C 

where:

A = the number of Common Shares to be
issued to the Optionee pursuant to this Section 9; 

B = the number of Common Shares
otherwise issuable upon the exercise of the Option or the portion of the Option
being exercised; 

C = the last closing price of the
Common Shares on the Exchange relative to the date that is the last day
immediately prior to the date of delivery of a notice by the Optionee to the
Company pursuant to this Section 9, rounded up to the nearest whole cent (the
“Notice Value”); and 

D = the Exercise Price. 

If the Notice Value is expressed in a different currency then
the Exercise Price, then the Notice Value will be converted into the currency of
the Exercise Price using the Bank of Canada noon rate of exchange on the trading
day of exercise. 

	10. 	
      CEASING TO BE A DIRECTOR, OFFICER, EMPLOYEE OR
      CONSULTANT



     If an Optionee ceases to be a
director, officer, employee or consultant of the Company or its subsidiaries for
any reason other than death, the Optionee may, unless otherwise specified in an
option agreement, within thirty (30) days after the Optionee’s ceasing to be a
director, officer, employee or consultant, which period may be extended by the
Board of Directors, or prior to the expiry of the Option Period, whichever is
earlier, exercise any Option held by the Optionee, but only to the extent that
the Optionee was entitled to exercise the Option at the date of such cessation
and subject to the following:

	 	(a) 	
      any Optionee who ceases to be a Director of the Company
      as a result of

	 	 	 	 
	 		(i) 	
      ceasing to meet the ‘Qualifications of Director’ as set
      forth in the Canada Business Corporations Act (the “Act”);
  or

	 	 	 	 
	 		(ii) 	
      a special resolution having been passed by the
      shareholders of the Company pursuant to the Act; or

	 	 	 	 
	 		(iii) 	
      an order of the British Columbia Securities Commission,
      the Exchange, or any regulatory authority having jurisdiction to so
      order;

	 	 	 	 
	 		
      in which case the expiry date shall be the date the
      Optionee ceases to be a Director of the Company.

	 	 	 	 
	 	(b) 	
      any Optionee who ceases to be an employee as a result
      of

	 	 	 	 
	 		(i) 	
      termination for cause; or

	 	 	 	 
	 		(ii) 	
      an order of the British Columbia Securities Commission,
      the Exchange, or any regulatory authority having jurisdiction to so
      order;







in which case the Expiry Date shall be
the date the Optionee ceases to be an employee of the Company. 

Unless otherwise agreed to in writing by the Board, references
to “termination”, “the date of such termination”, “ceases” or similar references
in this Section 10: 

	 	a) 	
      in the case of an employee (including officers who are
      also employees), is deemed to be the last day of active employment by the
      employee with the Company or its wholly-owned subsidiary, as the case may
      be, regardless of any salary continuance, notice period required under
      applicable law or the reason for termination of employment (whether with
      or without cause, with or without notice or whether lawful or unlawful);
      and

	 	 	 
	 	b) 	
      in the case of a consultant is deemed to be the
      “termination” or “the date of such termination” or “ceasing” of the person
      engaged as a consultant to provide services to the Company or its wholly-
      owned subsidiary.



For greater certainty, an Option that had not become
exercisable at the time that the relevant termination event referred to in this
Section 10 occurred, shall not be or become exercisable and shall be cancelled.


	11. 	
      DEATH OF OPTIONEE



     If an Optionee shall die while
holding an Option which has not been fully exercised, his personal
representatives, administrators, heirs or legatees may exercise such Option, at
any time following the grant of probate of the will or letters of administration
of the estate of the deceased and prior to a date twelve (12) months from the
date of the Optionee’s death, but only to the extent that the Optionee was
entitled to exercise the Option at the date of the Optionee’s death. 

	12. 	
      OPTIONEE’S RIGHTS NOT
  TRANSFERABLE



     No right or interest of any
Optionee in or under the Plan is assignable or transferable, in whole or in
part, either directly or by operation of law or otherwise in any manner except
by bequeath or the laws of descent and distribution, subject to the requirements
of the Exchange, or as otherwise allowed by the Exchange. 

	13. 	
      TAKEOVER OR CHANGE OF CONTROL

	 	 	 	 
		
      Notwithstanding section 14, in the event of a change in
      control:

	 	 	 	 
		(a) 	
      all outstanding Options with an exercise price equal to
      or less than the Market Price on the day immediately prior to the
      announcement of the event giving rise to the change in control shall
      become immediately exercisable and the Option shall be deemed to have been
      amended to permit the exercise thereof in whole or in part by the
      Optionee; and

	 	 	 	 
		(b) 	
      all holders of outstanding Options with an exercise price
      greater than the Market Price on the day immediately prior to the
      announcement of the event giving rise to the change in control shall be
      entitled to receive and shall accept, immediately prior to or concurrently
      with the change in control, either of the following in consideration for
      the surrender of the Options, which consideration shall be determined by
      the Board of Directors in its sole discretion:

	 	 	 	 
			(i) 	
      the fair value thereof, if any, determined in accordance
      with the Black and Scholes Option Pricing Model; or

	 	 	 	 
			(ii) 	
      options of the acquiring person exercisable for the kind
      and amount of shares or other securities or property of the acquiring
      person that the Optionee would have been entitled to receive if such
      Optionee was the holder of the number of Common Shares to which such
      Optionee was entitled upon exercise of
Options.








	14. 	
      ANTI-DILUTION OF THE OPTION

	 	 	 
		
      In the event of:

	 	 	 
		(a) 	
      any subdivision, redivision or change of the Common
      Shares at any time during the term of the Option into a greater number of
      Common Shares, the Company shall deliver, at the time of any exercise
      thereafter of the Option, such number of Common Shares as would have
      resulted from such subdivision, redivision or change if the exercise of
      the Option had been made prior to the date of such subdivision, redivision
      or change;

	 	 	 
		(b) 	
      any consolidation or change of the Common Shares at any
      time during the term of the Option into a lesser number of Common Shares,
      the number of Common Shares deliverable by the Company on any exercise
      thereafter of the Option shall be reduced to such number of Common Shares
      as would have resulted from such consolidation or change if the exercise
      of the Option had been made prior to the date of such consolidation or
      change;

	 	 	 
		(c) 	
      any reclassification of the Common Shares at any time
      outstanding or change of the Common Shares into other shares, or in case
      of the consolidation, amalgamation or merger of the Company with or into
      any other company (other than a consolidation, amalgamation or merger
      which does not result in a reclassification of the outstanding Common
      Shares or a change of the Common Shares into other shares), or in case of
      any transfer of the undertaking or assets of the Company as an entirety or
      substantially as an entirety to another company, at any time during the
      term of the Option, the Optionee shall be entitled to receive, and shall
      accept, in lieu of the number of Common Shares to which he was theretofore
      entitled upon exercise of the Option, the kind and amount of shares and
      other securities or property which such holder would have been entitled to
      receive as a result of such reclassification, change, consolidation,
      amalgamation, merger or transfer if, on the effective date thereof, he had
      been the holder of the number of Common Shares to which he was entitled
      upon exercise of the Option.



     Adjustments shall be made
successively whenever any event referred to in this section shall occur. For
greater certainty, the Optionee shall pay for the number of shares, other
securities or property as aforesaid, the amount the Optionee would have paid if
the Optionee had exercised the Option prior to the effective date of such
subdivision, redivision, consolidation or change of the Common Shares or such
reclassification, consolidation, amalgamation, merger or transfer, as the case
may be. 

	15. 	
      COSTS

	 	 	 	 
		
      The Company shall pay all costs of administering the
      Plan.

	 	 	 	 
	16. 	
      TERMINATION AND AMENDMENT

	 	 	 	 
		(a) 	
      The Board of Directors may, subject to Exchange or
      regulatory approval where required, amend this Plan or any outstanding
      Option at any time without shareholder approval, including in the
      following circumstances, provided that, in the case of any Option, no such
      amendment or revision may, without the consent of the Optionee, materially
      decrease the rights or benefits accruing to such Optionee or materially
      increase the obligations of such Optionee:

	 	 	 	 
			(i) 	
      amendments of a “housekeeping” nature including, but not
      limited to, of a clerical, grammatical or typographical nature;

	 	 	 	 
			(ii) 	
      to correct any defect, supply any information or
      reconcile any inconsistency in this Plan in such manner and to such extent
      as shall be deemed necessary or advisable to carry out the purposes of
      this Plan;








	 	(iii) 	
      a change to, including the acceleration of, the vesting
      provisions of any Option or this Plan;

	 	 	 
	 	(iv) 	
      amendments to reflect any changes in requirements of any
      regulatory authority or Exchange to which the Company is
subject;

	 	 	 
	 	(v) 	
      a change to the termination provisions of an Option which
      does not result in an extension beyond the Option Period;

	 	 	 
	 	(vi) 	
      in the case of any Option, the substitution of another
      award for the same or different type;

	 	 	 
	 	(vii) 	
      in the case of any Option, such amendments or revisions
      contemplated in Sections 13 and 14 of this Plan;

	 	 	 
	 	(viii) 	
      amendments to the definition of change in control for the
      purposes hereof;

	 	 	 
	 	(ix) 	
      the addition of a cashless exercise feature, payable in
      cash or securities of the Company; and

	 	 	 
	 	(x) 	
      a change to the class of Optionees that may participate
      under this Plan.




	 	(b) 	
      The Exercise Price of any outstanding Option granted
      hereunder to Insiders of the Company may not be reduced and the original
      Option Period may not be extended unless disinterested shareholder
      approval is obtained in accordance with the Exchange Policies.

	 	 	 
	 	(c) 	
      The Board of Directors may, subject where required to the
      approval of the Exchange and/or any applicable regulatory authority, from
      time to time suspend or terminate this Plan in whole or in part. No action
      by the Board of Directors to terminate this Plan pursuant to this
      Subsection 16(c) shall affect any Options granted hereunder which became
      effective pursuant to this Plan prior to such action.

	 	 	 
	 	(d) 	
      The Plan, and any amendments thereto, shall be subject to
      acceptance and approval by the Exchange. Any Options granted prior to such
      approval and acceptance shall be conditional upon such approval and
      acceptance being given and no such Options may be exercised unless and
      until such approval and acceptance are given.

	 	 	 
	 	(e) 	
      Notwithstanding any provision contained in this Plan,
      effective June 11, 2009, the Plan must be reconfirmed every three years by
      a resolution passed by a majority of the votes cast at a meeting of
      shareholders, and if this Plan is not reconfirmed by the shareholders as
      required by this provision, no further grants of Options may be made under
      this Plan.




	17. 	
      APPLICABLE LAW



     This Plan shall be governed by,
administered and construed in accordance with the laws of the Province of
British Columbia and the laws of Canada applicable therein. 

	18. 	
      PRIOR PLANS



     The Plan shall entirely replace and supersede prior stock
option plans, if any, enacted by the Company. 

	19. 	
      TAXES



     Upon the exercise of an Option,
the Optionee shall make arrangements satisfactory to the Company regarding the
payment of any taxes required by any applicable law to be paid in connection
with the exercise and/or surrender and exchange of the Option. In order to
satisfy the Company’s or any Subsidiaries’ obligation, if any, to 




remit an amount to a taxation authority on account of the
Optionee’s taxes in respect to the exercise and/or surrender and exchange or
other disposition of an Option (the “Withholding Tax Amount”), each of the
Company and applicable Subsidiary shall have the right, in its discretion, to:


(a) withhold amounts from any amount or
amounts owing to the Optionee, whether under this Plan or otherwise; 

(b) require the Optionee to pay to the
Company the Withholding Tax Amount as a condition to the exercise or surrender
and exchange of the Option by the Optionee; or 

(c) withhold from the Common Shares,
otherwise deliverable to the Optionee upon the exercise of the Option, such
number of Common Shares as have a market value (determined with reference to the
closing price of the Common Shares on the Exchange) not less than the
Withholding Tax Amount and cause such withheld Common Shares to be sold on the
Optionee’s behalf to fund the Withholding Tax Amount, provided that any proceeds
from such sale in excess of the Withholding Tax Amount shall be promptly paid
over to the Optionee. 

     Notwithstanding the foregoing,
nothing shall preclude the Company and the Optionee form agreeing to use a
combination of the methods described in this Section 19 or some other method to
fund the Withholding Tax Amount. 

	20. 	
      UNITED STATES SECURITIES LAW
    COMPLIANCE



All Common Shares issued pursuant to the Plan will be
issued pursuant to the registration requirements of the United States Securities
Act of 1933, as amended, or an exemption from such registration requirements.


	21. 	
      EFFECTIVE DATE



     This plan shall become effective
as of May 3, 2004, and has been amended and restated as of June 1, 2007, June
11, 2009 and June 12, 2012. 

END OF DOCUMENT