Unassociated Document


    CROMWELL
      URANIUM HOLDINGS, INC.

     

    2007
      STOCK OPTION PLAN

     

     

    This
      2007
      Stock Option Plan (the “Plan”) provides for the grant of options to acquire
      common shares (the “Common Shares”) in the capital of Cromwell Uranium 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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 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
      3,000,000 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 3
      hereof.

     

    
      	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 5
      shall
      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)A
                above;

            


    

     

    
      	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.

            


    

     

    
      
        
        

      

      
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      	(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.

     

    
      
        
        

      

      
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      	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.

     

    
      
        
        

      

      
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      	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: June 15, 2007

     

    
      
        
        

      

      13