ex10-1.htm


     

    
      

      

    

    
      GOLDEN
        ARIA CORP.

       

      2008
        STOCK OPTION PLAN

       

       

      This
        2008 Stock Option Plan (the
“Plan”) provides for the grant of options to acquire common shares (the “Common
        Shares”) in the capital of Golden Aria Corp., a corporation formed under the
        laws of the State of Nevada (the “Corporation”).  Stock options
        granted under this Plan that qualify under Section 422 of the Internal
        Revenue Code of 1986, as amended (the “Code”) are referred to in this Plan as
“Incentive Stock Options” and stock options that do not qualify under
        Section 422 of the Code are referred to as “Non-Qualified Stock
        Options”.  Incentive Stock Options and Non-Qualified Stock Options
        granted under this Plan are collectively referred to as “Options”.

       

      
        	
                1.  

              	
                PURPOSE

              


      

       

      1.1  The
        purpose of this Plan is to retain the services of valued key employees and
        consultants of the Corporation and such other persons as the Plan Administrator
        shall select in accordance with Section 3
        below, and to encourage such persons to acquire a greater proprietary interest
        in the Corporation, thereby strengthening their incentive to achieve the
        objectives of the shareholders of the Corporation, and to serve as an aid
        and
        inducement in the hiring of new employees and to provide an equity incentive
        to
        consultants and other persons selected by the Plan Administrator.

       

      1.2  This
        Plan
        shall at all times be subject to all legal requirements relating to the
        administration of stock option plans, if any, under applicable corporate
        laws,
        applicable United States federal and state securities laws, the Code, the
        rules
        of any applicable stock exchange or stock quotation system, and the rules
        of any
        foreign jurisdiction applicable to Options granted to residents therein
        (collectively, the “Applicable Laws”).

       

      
        	
                2.  

              	
                ADMINISTRATION

              


      

       

      2.1  This
        Plan
        shall be administered initially by the Board of Directors of the Corporation
        (the “Board”), except that the Board may, in its discretion, establish a
        committee composed of two (2) or more members of the Board or two (2) or
        more
        other persons to administer the Plan, which committee (the “Committee”) may be
        an executive, compensation or other committee, including a separate committee
        especially created for this purpose.  The Board or, if applicable, the
        Committee is referred to herein as the “Plan Administrator”.

       

      2.2  If
        and so
        long as the Common Stock is registered under Section 12(b) or 12(g) of the
        Securities Exchange Act of 1934, as amended (the “Exchange Act”) and
        the Corporation wishes to grant Incentive Stock Options, then the Board shall
        consider in selecting the Plan Administrator and the membership of any
        Committee, with respect to any persons subject or likely to become subject
        to
        Section 16 of the Exchange Act, the provisions regarding (a) “outside directors”
as contemplated by Section 162(m) of the Code, and (b) “Non-Employee
        Directors” as contemplated by Rule 16b-3 under the Exchange
        Act.

       

      2.3  The
        Committee shall have the powers and authority vested in the Board hereunder
        (including the power and authority to interpret any provision of the Plan
        or of
        any Option).  The members of any such Committee shall serve at the
        pleasure of the Board.  A majority of the members of the Committee
        shall constitute a quorum, and all actions of the Committee shall be taken
        by a
        majority of the members present.  Any action may be taken by a written
        instrument signed by all of the members of the Committee and any action so
        taken
        shall be fully effective as if it had been taken at a meeting.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      2.4  Subject
        to the provisions of this Plan and any Applicable Laws, and with a view to
        effecting the purpose of the Plan, the Plan Administrator shall have sole
        authority, in its absolute discretion, to:

       

      
        	
                (a)  

              	
                construe
                  and interpret this Plan;

              


      

       

      
        	
                (b)  

              	
                define
                  the terms used in the Plan;

              


      

       

      
        	
                (c)  

              	
                prescribe,
                  amend and rescind the rules and regulations relating to this
                  Plan;

              


      

       

      
        	
                (d)  

              	
                correct
                  any defect, supply any omission or reconcile any inconsistency
                  in this
                  Plan;

              


      

       

      
        	
                (e)  

              	
                grant
                  Options under this Plan;

              


      

       

      
        	
                (f)  

              	
                determine
                  the individuals to whom Options shall be granted under this Plan
                  and
                  whether the Option is granted as an Incentive Stock Option or a
                  Non-Qualified Stock Option;

              


      

       

      
        	
                (g)  

              	
                determine
                  the time or times at which Options shall be granted under this
                  Plan;

              


      

       

      
        	
                (h)  

              	
                determine
                  the number of Common Shares subject to each Option, the exercise
                  price of
                  each Option, the duration of each Option and the times at which
                  each
                  Option shall become exercisable;

              


      

       

      
        	
                (i)  

              	
                determine
                  all other terms and conditions of the Options;
                  and

              


      

       

      
        	
                (j)  

              	
                make
                  all other determinations and interpretations necessary and advisable
                  for
                  the administration of the Plan.

              


      

       

      2.5  All
        decisions, determinations and interpretations made by the Plan Administrator
        shall be binding and conclusive on all participants in the Plan and on their
        legal representatives, heirs and beneficiaries.

       

      
        	
                3.  

              	
                ELIGIBILITY

              


      

       

      3.1  Incentive
        Stock Options may be granted to any individual who, at the time the Option
        is
        granted, is an employee of or advisor to the Corporation or any Related
        Corporation (as defined below) (“Employees”)

       

      3.2  Non-Qualified
        Stock Options may be granted to Employees and to such other persons who are
        not
        Employees as the Plan Administrator shall select, subject to any Applicable
        Laws.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      3.3  Options
        may be granted in substitution for outstanding Options of another corporation
        in
        connection with the merger, consolidation, acquisition of property or stock
        or
        other reorganization between such other corporation and the Corporation or
        any
        subsidiary of the Corporation.  Options also may be granted in
        exchange for outstanding Options.

       

      3.4  Any
        person to whom an Option is granted under this Plan is referred to as an
        “Optionee”.  Any person who is the owner of an Option is referred to
        as a “Holder”.

       

      3.5  As
        used
        in this Plan, the term “Related Corporation” shall mean any corporation (other
        than the Corporation) that is a “Parent Corporation” of the Corporation or
“Subsidiary Corporation” of the Corporation, as those terms are defined in
        Sections 424(e) and 424(f), respectively, of the Code (or any successor
        provisions) and the regulations thereunder (as amended from time to
        time).

       

      
        	
                4.  

              	
                STOCK

              


      

       

      4.1  The
        Plan
        Administrator is authorized to grant Options to acquire up to a total of
        2,800,000 shares.  The number of Common Shares with respect to which
        Options may be granted hereunder is subject to adjustment as set forth in
        Section 5.1(m)
        hereof.  In the event that any outstanding Option expires or is
        terminated for any reason, the Common Shares allocable to the unexercised
        portion of such Option may again be subject to an Option granted to the same
        Optionee or to a different person eligible under Section 3
        of this Plan; provided however, that any cancelled Options will be counted
        against the maximum number of shares with respect to which Options may be
        granted to any particular person as set forth in Section 3hereof.

       

      
        	
                5.  

              	
                TERMS
                  AND CONDITIONS OF
                  OPTIONS

              


      

       

      5.1  Each
        Option granted under this Plan shall be evidenced by a written agreement
        approved by the Plan Administrator (each, an “Agreement”).  Agreements
        may contain such provisions, not inconsistent with this Plan or any Applicable
        Laws, as the Plan Administrator in its discretion may deem
        advisable.  All Options also shall comply with the following
        requirements:

       

      
        	
                (a)  

              	
                Number
                  of Shares and Type of Option

              


      

       

      Each
        Agreement shall state the number of Common Shares to which it pertains and
        whether the Option is intended to be an Incentive Stock Option or a
        Non-Qualified Stock Option; provided that:

       

      
        	
                (i)  

              	
                the
                  number of Common Shares that may be reserved pursuant to the exercise
                  of
                  Options granted to any person shall not exceed 5% of the issued
                  and
                  outstanding Common Shares of the
                  Corporation;

              


      

       

      
        	
                (ii)  

              	
                in
                  the absence of action to the contrary by the Plan Administrator
                  in
                  connection with the grant of an Option, all Options shall be Non-Qualified
                  Stock Options;

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
        	
                (iii)  

              	
                the
                  aggregate fair market value (determined at the Date of Grant, as
                  defined
                  below) of the Common Shares with respect to which Incentive Stock
                  Options
                  are exercisable for the first time by the Optionee during any calendar
                  year (granted under this Plan and all other Incentive Stock Option
                  plans
                  of the Corporation, a Related Corporation or a predecessor corporation)
                  shall not exceed U.S.$100,000, or such other limit as may be prescribed
                  by
                  the Code as it may be amended from time to time (the “Annual Limit”);
                  and

              


      

       

      
        	
                (iv)  

              	
                any
                  portion of an Option which exceeds the Annual Limit shall not be
                  void but
                  rather shall be a Non-Qualified Stock
                  Option.

              


      

       

      
        	
                (b)  

              	
                Date
                  of Grant

              


      

       

      Each
        Agreement shall state the date the Plan Administrator has deemed to be the
        effective date of the Option for purposes of this Plan (the “Date of
        Grant”).

       

      
        	
                (c)  

              	
                Option
                  Price

              


      

       

      Each
        Agreement shall state the price per Common Share at which it is
        exercisable.  The Plan Administrator shall act in good faith to
        establish the exercise price in accordance with Applicable Laws;
provided that:

       

      
        	
                (i)  

              	
                the
                  per share exercise price for an Incentive Stock Option or any Option
                  granted to a “covered employee” as such term is defined for purposes of
                  Section 162(m) of the Code shall not be less than the fair market
                  value per Common Share at the Date of Grant as determined by the
                  Plan
                  Administrator in good faith;

              


      

       

      
        	
                (ii)  

              	
                with
                  respect to Incentive Stock Options granted to greater-than-ten
                  percent
                  (>10%) shareholders of the Corporation (as determined with reference
                  to
                  Section 424(d) of the Code), the exercise price per share shall not
                  be less than one hundred ten percent (110%) of the fair market
                  value per
                  Common Share at the Date of Grant as determined by the Plan Administrator
                  in good faith; and

              


      

       

      
        	
                (iii)  

              	
                Options
                  granted in substitution for outstanding options of another corporation
                  in
                  connection with the merger, consolidation, acquisition of property
                  or
                  stock or other reorganization involving such other corporation
                  and the
                  Corporation or any subsidiary of the Corporation may be granted
                  with an
                  exercise price equal to the exercise price for the substituted
                  option of
                  the other corporation, subject to any adjustment consistent with
                  the terms
                  of the transaction pursuant to which the substitution is to
                  occur.

              


      

       

      
        	
                (d)  

              	
                Duration
                  of Options

              


      

       

      At
        the
        time of the grant of the Option, the Plan Administrator shall designate,
        subject
        to Section 5.1(g)below,
        the expiration date of the Option, which date shall not be later than five
        (5)
        years from the Date of Grant; provided, that the expiration date of any
        Incentive Stock Option granted to a greater-than-ten percent (>10%)
        shareholder of the Corporation (as determined with reference to
        Section 424(d) of the Code) shall not be later than five (5) years from the
        Date of Grant.  In the absence of action to the contrary by the Plan
        Administrator in connection with the grant of a particular Option, and except
        in
        the case of Incentive Stock Options as described above, all Options granted
        under this Section 5shall
        expire five (5) years from the Date of Grant.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
        	
                (e)  

              	
                Vesting
                  Schedule

              


      

       

      No
        Option
        shall be exercisable until it has vested.  The vesting schedule for
        each Option shall be specified by the Plan Administrator at the time of grant
        of
        the Option prior to the provision of services with respect to which such
        Option
        is granted.

       

      The
        Plan
        Administrator may specify a vesting schedule for all or any portion of an
        Option
        based on the achievement of performance objectives established in advance
        of the
        commencement by the Optionee of services related to the achievement of the
        performance objectives.  Performance objectives shall be expressed in
        terms of objective criteria, including but not limited to, one or more of
        the
        following:  return on equity, return on assets, share price, market
        share, sales, earnings per share, costs, net earnings, net worth, inventories,
        cash and cash equivalents, gross margin or the Corporation’s performance
        relative to its internal business plan.  Performance objectives may be
        in respect of the performance of the Corporation as a whole (whether on a
        consolidated or unconsolidated basis), a Related Corporation, or a subdivision,
        operating unit, product or product line of either of the
        foregoing.  Performance objectives may be absolute or relative and may
        be expressed in terms of a progression or a range.  An Option that is
        exercisable (in full or in part) upon the achievement of one or more performance
        objectives may be exercised only following written notice to the Optionee
        and
        the Corporation by the Plan Administrator that the performance objective
        has
        been achieved.

       

      
        	
                (f)  

              	
                Acceleration
                  of Vesting

              


      

       

      The
        vesting of one or more outstanding Options may be accelerated by the Plan
        Administrator at such times and in such amounts as it shall determine in
        its
        sole discretion.

       

      
        	
                (g)  

              	
                Term
                  of Option

              


      

       

      
        	
                (i)  

              	
                Vested
                  Options shall terminate, to the extent not previously exercised,
                  upon the
                  occurrence of the first of the following
                  events:

              


      

       

      
        	
                A.  

              	
                the
                  expiration of the Option, as designated by the Plan Administrator
                  in
                  accordance with Section 5.1(d)
                  above;

              


      

       

      
        	
                B.  

              	
                the
                  date of an Optionee’s termination of employment or contractual
                  relationship with the Corporation or any Related Corporation for
                  cause (as
                  determined by the Plan Administrator, acting
                  reasonably);

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      
        	
                C.  

              	
                the
                  expiration of three (3) months from the date of an Optionee’s termination
                  of employment or contractual relationship with the Corporation
                  or any
                  Related Corporation for any reason whatsoever other than cause,
                  death or
                  Disability (as defined below) unless, in the case of a Non-Qualified
                  Stock
                  Option, the exercise period is extended by the Plan Administrator
                  until a
                  date not later than the expiration date of the Option;
                  or

              


      

       

      
        	
                D.  

              	
                the
                  expiration of one year (1) from termination of an Optionee’s employment or
                  contractual relationship by reason of death or Disability (as defined
                  below) unless, in the case of a Non-Qualified Stock Option, the
                  exercise
                  period is extended by the Plan Administrator until a date not later
                  than
                  the expiration date of the Option.

              


      

       

      
        	
                (ii)  

              	
                Notwithstanding
                  Section 5.1(g)(i)
                  above, any vested Options which have been granted to the Optionee
                  in the
                  Optionee’s capacity as a director of the Corporation or any Related
                  Corporation shall terminate upon the occurrence of the first of
                  the
                  following events:

              


      

       

      
        	
                A.  

              	
                the
                  event specified in Section 5.1(g)(i)Aabove;

              


      

       

      
        	
                B.  

              	
                the
                  event specified in Section 5.1(g)(i)D
                  above; and

              


      

       

      
        	
                C.  

              	
                the
                  expiration of three (3) months from the date the Optionee ceases
                  to serve
                  as a director of the Corporation or Related Corporation, as the
                  case may
                  be unless, in the case of a Non-Qualified Stock Option, the exercise
                  period is extended by the Plan Administrator until a date not later
                  than
                  the expiration date of the Option.

              


      

       

      
        	
                (iii)  

              	
                Upon
                  the death of an Optionee, any vested Options held by the Optionee
                  shall be
                  exercisable only by the person or persons to whom such Optionee’s rights
                  under such Option shall pass by the Optionee’s will or by the laws of
                  descent and distribution of the Optionee’s domicile at the time of death
                  and only until such Options terminate as provided
                  above.

              


      

       

      
        	
                (iv)  

              	
                For
                  purposes of the Plan, unless otherwise defined in the Agreement,
                  “Disability” shall mean medically determinable physical or mental
                  impairment which has lasted or can be expected to last for a continuous
                  period of not less than twelve (12) months or that can be expected to
                  result in death.  The Plan Administrator shall determine whether
                  an Optionee has incurred a Disability on the basis of medical evidence
                  acceptable to the Plan Administrator.  Upon making a
                  determination of Disability, the Plan Administrator shall, for
                  purposes of
                  the Plan, determine the date of an Optionee’s termination of employment or
                  contractual relationship.

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
        	
                (v)  

              	
                Unless
                  accelerated in accordance with Section 5.1(f) above, unvested Options
                  shall terminate immediately upon termination of employment of the
                  Optionee
                  by the Corporation for any reason whatsoever, including death or
                  Disability.

              


      

       

      
        	
                (vi)  

              	
                For
                  purposes of this Plan, transfer of employment between or among
                  the
                  Corporation and/or any Related Corporation shall not be deemed
                  to
                  constitute a termination of employment with the Corporation or
                  any Related
                  Corporation.  Employment shall be deemed to continue while the
                  Optionee is on military leave, sick leave or other bona fide
                  leave of absence (as determined by the Plan Administrator).  The
                  foregoing notwithstanding, employment shall not be deemed to continue
                  beyond the first ninety (90) days of such leave, unless the Optionee’s
                  re-employment rights are guaranteed by statute or by
                  contract.

              


      

       

      
        	
                (h)  

              	
                Exercise
                  of Options

              


      

       

      
        	
                (i)  

              	
                Options
                  shall be exercisable, in full or in part, at any time after vesting,
                  until
                  termination.  If less than all of the Common Shares included in
                  the vested portion of any Option are purchased, the remainder may
                  be
                  purchased at any subsequent time prior to the expiration of the
                  Option
                  term. Only whole Common Shares may be issued pursuant to an Option,
                  and to
                  the extent that an Option covers less than one (1) share, it is
                  unexercisable.

              


      

       

      
        	
                (ii)  

              	
                Options
                  or portions thereof may be exercised by giving written notice to
                  the
                  Corporation, which notice shall specify the number of Common Shares
                  to be
                  purchased, and be accompanied by payment in the amount of the aggregate
                  exercise price for the Common Shares so purchased, which payment
                  shall be
                  in the form specified in Section 5.1(i) below.  The Corporation
                  shall not be obligated to issue, transfer or deliver a certificate
                  representing Common Shares to the Holder of any Option, until provision
                  has been made by the Holder, to the satisfaction of the Corporation,
                  for
                  the payment of the aggregate exercise price for all Common Shares
                  for
                  which the Option shall have been exercised and for satisfaction
                  of any tax
                  withholding obligations associated with such exercise.  During
                  the lifetime of an Optionee, Options are exercisable only by the
                  Optionee.

              


      

       

      
        	
                (i)  

              	
                Payment
                  upon Exercise of Option

              


      

       

      Upon
        the
        exercise of any Option, the aggregate exercise price shall be paid to the
        Corporation in cash or by certified or cashier’s check.  In addition,
        if pre-approved in writing by the Plan Administrator who may arbitrarily
        withhold consent, the Holder may pay for all or any portion of the aggregate
        exercise price by complying with one or more of the following
        alternatives:

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      
        	
                (i)  

              	
                by
                  delivering a properly executed exercise notice together with irrevocable
                  instructions to a broker promptly to sell or margin a sufficient
                  portion
                  of the Common Shares and deliver directly to the Corporation the
                  amount of
                  sale or margin loan proceeds to pay the exercise price;
                  or

              


      

       

      
        	
                (ii)  

              	
                by
                  complying with any other payment mechanism approved by the Plan
                  Administrator at the time of
                  exercise.

              


      

       

      
        	
                (j)  

              	
                No
                  Rights as a Shareholder

              


      

       

      A
        Holder
        shall have no rights as a shareholder of the Corporation with respect to
        any
        Common Shares covered by an Option until such Holder becomes a record holder
        of
        such Common Shares, irrespective of whether such Holder has given notice
        of
        exercise.  Subject to the provisions of Section 5.1(m) hereof, no
        rights shall accrue to a Holder and no adjustments shall be made on account
        of
        dividends (ordinary or extraordinary, whether in cash, securities or other
        property) or distributions or other rights declared on, or created in, the
        Common Shares for which the record date is prior to the date the Holder becomes
        a record holder of the Common Shares covered by the Option, irrespective
        of
        whether such Holder has given notice of exercise.

       

      
        	
                (k)  

              	
                Non-transferability
                  of Options

              


      

       

      Options
        granted under this Plan and the rights and privileges conferred by this Plan
        may
        not be transferred, assigned, pledged or hypothecated in any manner (whether
        by
        operation of law or otherwise) other than by will, by applicable laws of
        descent
        and distribution, and shall not be subject to execution, attachment or similar
        process.  Upon any attempt to transfer, assign, pledge, hypothecate or
        otherwise dispose of any Option or of any right or privilege conferred by
        this
        Plan contrary to the provisions hereof, or upon the sale, levy or any attachment
        or similar process upon the rights and privileges conferred by this Plan,
        such
        Option shall thereupon terminate and become null and void.

       

      
        	
                (l)  

              	
                Securities
                  Regulation and Tax Withholding

              


      

       

      
        	
                (i)  

              	
                Common
                  Shares shall not be issued with respect to an Option unless the
                  exercise
                  of such Option and the issuance and delivery of such Common Shares
                  shall
                  comply with all Applicable Laws, and such issuance shall be further
                  subject to the approval of counsel for the Corporation with respect
                  to
                  such compliance, including the availability of an exemption from
                  prospectus and registration requirements for the issuance and sale
                  of such
                  Common Shares.  The inability of the Corporation to obtain from
                  any regulatory body the authority deemed by the Corporation to
                  be
                  necessary for the lawful issuance and sale of any Common Shares
                  under this
                  Plan, or the unavailability of an exemption from prospectus and
                  registration requirements for the issuance and sale of any Common
                  Shares
                  under this Plan, shall relieve the Corporation of any liability
                  with
                  respect to the non-issuance or sale of such Common
                  Shares.

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      
        	
                (ii)  

              	
                As
                  a condition to the exercise of an Option, the Plan Administrator
                  may
                  require the Holder to represent and warrant in writing at the time
                  of such
                  exercise that the Common Shares are being purchased only for investment
                  and without any then-present intention to sell or distribute such
                  Common
                  Shares.  If necessary under Applicable Laws, the Plan
                  Administrator may cause a stop-transfer order against such Common
                  Shares
                  to be placed on the stock books and records of the Corporation,
                  and a
                  legend indicating that the Common Shares may not be pledged, sold
                  or
                  otherwise transferred unless an opinion of counsel is provided
                  stating
                  that such transfer is not in violation of any Applicable Laws,
                  may be
                  stamped on the certificates representing such Common Shares in
                  order to
                  assure an exemption from registration.  The Plan Administrator
                  also may require such other documentation as may from time to time
                  be
                  necessary to comply with applicable securities laws.  THE
                  CORPORATION HAS NO OBLIGATION TO UNDERTAKE REGISTRATION OF OPTIONS
                  OR THE
                  COMMON SHARES ISSUABLE UPON THE EXERCISE OF
                  OPTIONS.

              


      

       

      
        	
                (iii)  

              	
                The
                  Holder shall pay to the Corporation by certified or cashier’s check,
                  promptly upon exercise of an Option or, if later, the date that
                  the amount
                  of such obligations becomes determinable, all applicable federal,
                  state,
                  local and foreign withholding taxes that the Plan Administrator,
                  in its
                  discretion, determines to result upon exercise of an Option or
                  from a
                  transfer or other disposition of Common Shares acquired upon exercise
                  of
                  an Option or otherwise related to an Option or Common Shares acquired
                  in
                  connection with an Option.  Upon approval of the Plan
                  Administrator, a Holder may satisfy such obligation by complying
                  with one
                  or more of the following alternatives selected by the Plan
                  Administrator:

              


      

       

      
        	
                A.  

              	
                by
                  delivering to the Corporation Common Shares previously held by
                  such Holder
                  or by the Corporation withholding Common Shares otherwise deliverable
                  pursuant to the exercise of the Option, which Common Shares received
                  or
                  withheld shall have a fair market value at the date of exercise
                  (as
                  determined by the Plan Administrator) equal to any withholding
                  tax
                  obligations arising as a result of such exercise, transfer or other
                  disposition; or

              


      

       

      
        	
                B.  

              	
                by
                  complying with any other payment mechanism approved by the Plan
                  Administrator from time to time.

              


      

       

      
        	
                (iv)  

              	
                The
                  issuance, transfer or delivery of certificates representing Common
                  Shares
                  pursuant to the exercise of Options may be delayed, at the discretion
                  of
                  the Plan Administrator, until the Plan Administrator is satisfied
                  that the
                  applicable requirements of all Applicable Laws and the withholding
                  provisions of the Code have been met and that the Holder has paid
                  or
                  otherwise satisfied any withholding tax obligation as described
                  in Section
                  5.1(l)(iii) above.

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      
        	
                (m)  

              	
                Adjustments
                  Upon Changes In Capitalization

              


      

       

      
        	
                (i)  

              	
                The
                  aggregate number and class of shares for which Options may be granted
                  under this Plan, the number and class of shares covered by each
                  outstanding Option, and the exercise price per share thereof (but
                  not the
                  total price), and each such Option, shall all be proportionately
                  adjusted
                  for any increase or decrease in the number of issued Common Shares
                  of the
                  Corporation resulting from:

              


      

       

      
        	
                A.  

              	
                a
                  subdivision or consolidation of Common Shares or any like capital
                  adjustment, or

              


      

       

      
        	
                B.  

              	
                the
                  issuance of any Common Shares, or securities exchangeable for or
                  convertible into Common Shares, to the holders of all or substantially
                  all
                  of the outstanding Common Shares by way of a stock dividend (other
                  than
                  the issue of Common Shares, or securities exchangeable for or convertible
                  into Common Shares, to holders of Common Shares pursuant to their
                  exercise
                  of options to receive dividends in the form of Common Shares, or
                  securities convertible into Common Shares, in lieu of dividends
                  paid in
                  the ordinary course on the Common
                  Shares).

              


      

       

      
        	
                (ii)  

              	
                Except
                  as provided in Section 5.1(m)(iii) hereof, upon a merger (other
                  than a
                  merger of the Corporation in which the holders of Common Shares
                  immediately prior to the merger have the same proportionate ownership
                  of
                  common shares in the surviving corporation immediately after the
                  merger),
                  consolidation, acquisition of property or stock, separation,
                  reorganization (other than a mere re-incorporation or the creation
                  of a
                  holding Corporation) or liquidation of the Corporation, as a result
                  of
                  which the shareholders of the Corporation, receive cash, shares
                  or other
                  property in exchange for or in connection with their Common Shares,
                  any
                  Option granted hereunder shall terminate, but the Holder shall
                  have the
                  right to exercise such Holder’s Option immediately prior to any such
                  merger, consolidation, acquisition of property or shares, separation,
                  reorganization or liquidation, and to be treated as a shareholder
                  of
                  record for the purposes thereof, to the extent the vesting requirements
                  set forth in the Option agreement have been
                  satisfied.

              


      

       

      
        	
                (iii)  

              	
                If
                  the shareholders of the Corporation receive shares in the capital
                  of
                  another corporation ("Exchange Shares") in exchange for their Common
                  Shares in any transaction involving a merger (other than a merger
                  of the
                  Corporation in which the holders of Common Shares immediately prior
                  to the
                  merger have the same proportionate ownership of Common Shares in
                  the
                  surviving corporation immediately after the merger), consolidation,
                  acquisition of property or shares, separation or reorganization
                  (other
                  than a mere re-incorporation or the creation of a holding Corporation),
                  all Options granted hereunder shall be converted into options to
                  purchase
                  Exchange Shares unless the Corporation and the corporation issuing
                  the
                  Exchange Shares, in their sole discretion, determine that any or
                  all such
                  Options granted hereunder shall not be converted into options to
                  purchase
                  Exchange Shares but instead shall terminate in accordance with,
                  and
                  subject to the Holder’s right to exercise the Holder’s Options pursuant
                  to, the provisions of Section 5.1(m)(ii).  The amount and price
                  of converted options shall be determined by adjusting the amount
                  and price
                  of the Options granted hereunder in the same proportion as used
                  for
                  determining the number of Exchange Shares the holders of the Common
                  Shares
                  receive in such merger, consolidation, acquisition or property
                  or stock,
                  separation or reorganization.  Unless accelerated by the Board,
                  the vesting schedule set forth in the option agreement shall continue
                  to
                  apply to the options granted for the Exchange
                  Shares.

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      
        	
                (iv)  

              	
                In
                  the event of any adjustment in the number of Common Shares covered
                  by any
                  Option, any fractional shares resulting from such adjustment shall
                  be
                  disregarded and each such Option shall cover only the number of
                  full
                  shares resulting from such
                  adjustment.

              


      

       

      
        	
                (v)  

              	
                All
                  adjustments pursuant to Section 5.1(m) shall be made by the Plan
                  Administrator, and its determination as to what adjustments shall
                  be made,
                  and the extent thereof, shall be final, binding and
                  conclusive.

              


      

       

      
        	
                (vi)  

              	
                The
                  grant of an Option shall not affect in any way the right or power
                  of the
                  Corporation to make adjustments, reclassifications, reorganizations
                  or
                  changes of its capital or business structure, to merge, consolidate
                  or
                  dissolve, to liquidate or to sell or transfer all or any part of
                  its
                  business or assets.

              


      

       

      
        	
                6.  

              	
                EFFECTIVE
                  DATE; AMENDMENT; SHAREHOLDER
                  APPROVAL

              


      

       

      6.1  Options
        may be granted by the Plan Administrator from time to time on or after the
        date
        on which this Plan is adopted by the Board (the “Effective Date”).

       

      6.2  Unless
        sooner terminated by the Board, this Plan shall terminate on the tenth
        anniversary of the Effective Date.  No Option may be granted after
        such termination or during any suspension of this Plan.

       

      6.3  Any
        Incentive Stock Options granted by the Plan Administrator prior to the
        ratification of this Plan by the shareholders of the Corporation shall be
        granted subject to approval of this Plan by the holders of a majority of
        the
        Corporation's outstanding voting shares, passed without meeting pursuant
        to
        Section 78.320 of the Nevada Revised Statutes or by voting either in person
        or
        by proxy at a duly held shareholders' meeting within twelve (12) months before
        or after the Effective Date.  If such shareholder approval is sought
        and not obtained, all Incentive Stock Options granted prior thereto and
        thereafter shall be considered Non-Qualified Stock Options and any Options
        granted to Covered Employees will not be eligible for the exclusion set forth
        in
        Section 162(m) of the Code with respect to the deductibility by the Corporation
        of certain compensation.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      
        	
                7.  

              	
                NO
                  OBLIGATIONS TO EXERCISE
                  OPTION

              


      

       

      7.1  The
        grant
        of an Option shall impose no obligation upon the Optionee to exercise such
        Option.

       

      
        	
                8.  

              	
                NO
                  RIGHT TO OPTIONS OR TO
                  EMPLOYMENT

              


      

       

      8.1  Whether
        or not any Options are to be granted under this Plan shall be exclusively
        within
        the discretion of the Plan Administrator, and nothing contained in this Plan
        shall be construed as giving any person any right to participate under this
        Plan.  The grant of an Option shall in no way constitute any form of
        agreement or understanding binding on the Corporation or any Related
        Corporation, express or implied, that the Corporation or any Related Corporation
        will employ or contract with an Optionee for any length of time, nor shall
        it
        interfere in any way with the Corporation’s or, where applicable, a Related
        Corporation’s right to terminate Optionee’s employment at any time, which right
        is hereby reserved.

       

      
        	
                9.  

              	
                APPLICATION
                  OF FUNDS

              


      

       

      9.1  The
        proceeds received by the Corporation from the sale of Common Shares issued
        upon
        the exercise of Options shall be used for general corporate purposes, unless
        otherwise directed by the Board.

       

      
        	
                10.  

              	
                INDEMNIFICATION
                  OF PLAN ADMINISTRATOR

              


      

       

      10.1  In
        addition to all other rights of indemnification they may have as members
        of the
        Board, members of the Plan Administrator shall be indemnified by the Corporation
        for all reasonable expenses and liabilities of any type or nature, including
        attorneys’ fees, incurred in connection with any action, suit or proceeding to
        which they or any of them are a party by reason of, or in connection with,
        this
        Plan or any Option granted under this Plan, and against all amounts paid
        by them
        in settlement thereof (provided that such settlement is approved by independent
        legal counsel selected by the Corporation), except to the extent that such
        expenses relate to matters for which it is adjudged that such Plan Administrator
        member is liable for willful misconduct; provided, that within fifteen (15)
        days
        after the institution of any such action, suit or proceeding, the Plan
        Administrator member involved therein shall, in writing, notify the Corporation
        of such action, suit or proceeding, so that the Corporation may have the
        opportunity to make appropriate arrangements to prosecute or defend the
        same.

       

      
        	
                11.  

              	
                AMENDMENT
                  OF PLAN

              


      

       

      11.1  The
        Plan
        Administrator may, at any time, modify, amend or terminate this Plan or modify
        or amend Options granted under this Plan, including, without limitation,
        such
        modifications or amendments as are necessary to maintain compliance with
        the
        Applicable Laws.  The Plan Administrator may condition the
        effectiveness of any such amendment on the receipt of shareholder approval
        at
        such time and in such manner as the Plan Administrator may consider necessary
        for the Corporation to comply with or to avail the Corporation and/or the
        Optionees of the benefits of any securities, tax, market listing or other
        administrative or regulatory requirements.

       

      Effective
        Date: December 14, 2007

       

      
        
          
          

        

        
          12