EXHIBIT 4.1  









INCENTIVE STOCK OPTION PLAN 



OF ELDORADO GOLD CORPORATON 



OFFICERS & DIRECTORS 







	•  	  	
Purpose of the Plan  








•              The
purpose of the Plan is to attract and retain superior directors and officers engaged to
provide ongoing services to the Company, to provide an incentive for such persons to put
forth maximum effort for the continued success and growth of the Company, and in
combination with these goals, to encourage their equity participation in the Company.  




	•    	  	Definitions  







•
           For the
purposes of the Plan, the following terms have the respective meanings set forth below:  



	•    	  	"Addendum"
means the addendum attached to and forming a part of this Plan; 







	•    	  	"Affiliate"
has the same meaning ascribed to that term as set out in the Securities Act (Ontario); 







	•    	  	"Board"
means the board of directors of the Company; 








	•    	  	“Company”means
Eldorado Gold Corporation;  







	•    	  	“Compensation
Committee” means the committee of the Board constituted as provided in Section 3
hereof and if none is so constituted, means the full Board;  







	•    	  	“Disability” means
a physical or mental incapacity of a nature which the Board determines prevents or would
prevent the Optionee from satisfactorily performing the substantial and material duties
of his or her position with the Company;  







	•    	  	"Eligible
Person" means, from time to time, any director or officer of the Company; 







	• 	  	"Exchange"
means any principal exchange upon which the Shares are listed;  







	• 	  	"Grant
Date" has the meaning ascribed to that term in Subsection 5.1 hereof;  







	•    	  	“Market
Value” of a Share means, on any given day, the closing board lot sale price per
share of Shares on the Exchange on the trading day immediately preceding the relevant
date and if there was not a board lot sale on the Exchange on such date, then the last
board lot sale prior thereto;  







	•    	  	"Option"
means an option, granted pursuant to Section 5 hereof, to purchase a Share;  









































-2- 









	•    	  	"Option
Period" has the meaning ascribed to that term in Subsection 6.3 hereof; 







	•    	  	“Option
Price” means the price per Share at which Shares may be purchased under the Option,
as determined pursuant to Paragraph 5.1(b) hereof and as may be adjusted in accordance
with Section 10 hereof;  







	•    	  	"Optionee"
means an Eligible Person to whom an Option has been granted; 







	•    	  	“Plan” means
the Incentive Stock Option Plan of the Company as set forth herein as the same may be
amended and/or restated from time to time;  







	•    	  	"Retirement"
has the meaning ascribed to that term in Subsection 8.1 hereof; 







	•    	  	"Securities
Regulators" has the meaning ascribed to that term in Section 11 hereof; and 







	•    	  	“Share” means,
subject to Section 10 hereof, a Common share without nominal or par value in the capital
of the Company.  







•
           Unless
otherwise indicated, all dollar amounts referred to in this Option Plan are in Canadian
funds.  



•
           As
used in this Plan, words importing the masculine gender shall include the feminine and
neuter genders and words importing the singular shall include the plural and vice versa,
unless the context otherwise requires.  




	•      	  	
Administration of the Plan  







•
           The Plan
shall be administered by the Board with the assistance of the Compensation Committee and
the chief executive officer as provided herein.  



•
           The
members of the Compensation Committee shall be appointed from time to time by, and serve
at the pleasure of, the Board. A majority of the Compensation Committee shall constitute
a quorum thereof. Acts approved in writing by all members of the Compensation Committee
shall constitute valid acts of the Compensation Committee as if taken at a meeting at
which a quorum was present.  



•
           The chief
executive officer of the Company shall periodically make recommendations to the
Compensation Committee as to the grant of Options.  



•
           The
Compensation Committee shall, on at least an annual basis, make recommendations to the
Board as to the grant of Options.  



•
           The Board
may wait until such time as the financial statements of the preceding fiscal year are
approved by the Board before making any determination regarding the grant of Options.  



































-3- 














•
           In
addition to the powers granted to the Board under the Plan and subject to the terms of
the Plan, the Board shall have full and complete authority to interpret the Plan, to
prescribe such rules and regulations as it deems necessary for the proper administration
of the Plan and to make such determinations and to take such actions in connection
therewith as it deems necessary or advisable. Any such interpretation, rule,
determination or other act of the Board shall be conclusively binding upon all persons.  



•
           The Board
may authorize one or more officers of the Company to execute and deliver and to receive
documents on behalf of the Company.  




	•   	  	 Shares
Subject to the Plan  







•
           The
maximum aggregate number of Shares which may be issued under the Plan shall not exceed
7,000,000 Shares, subject to adjustment as provided in Section 10 hereof.  



•
           The total
number of Shares that may be reserved for issuance to any one Optionee pursuant to
Options shall not exceed 1% of the Shares of the Company outstanding on a non-diluted
basis on the Grant Date of the Options.  



•
           Anything
in this Plan to the contrary notwithstanding: 



	•   	  	the
maximum number of Shares that may be reserved for issuance pursuant to Options granted
under the Plan to insiders of the Company and their associates, together with the number
of Shares reserved for issuance to such insiders and their associates under the Company’s
other previously established or proposed share compensation arrangements, shall not
exceed 10% of the Shares outstanding on a non-diluted basis at the Grant Date of the
Options; and  







	•   	  	the
maximum number of Shares which may be issued to insiders of the Company and their
associates under the Plan within any one-year period, when taken together with the number
of Shares issued to such insiders and their associates under the Company’s other
previously established or proposed share compensation arrangements, shall not exceed 10%
of the Shares outstanding on a non-diluted basis at the end of such period and, in the
case of any one insider and his associates, shall not exceed 5% of such outstanding
Shares.  







For the purposes of this Subsection
the word “insider” means an insider as defined in the Securities Act
(Ontario) but excluding any person within that definition solely by virtue of being a
director or officer of a subsidiary. Any entitlement to acquire Shares granted pursuant to
the Plan or any other options prior to the grantee becoming an insider shall be excluded
for the purpose of the limits set out in this Subsection. 



•
           Options
may be granted in respect of authorized and unissued Shares. Shares in respect of which
Options have expired, were cancelled or otherwise terminated for any reason without
having been exercised shall be available for subsequent Options under the Plan. No
fractional Shares may be purchased or issued under the Plan.  
































-4- 











	•   	  	Grants
of Options  







•
           Subject to
the provisions of the Plan, the Board shall, in its sole discretion and from time to
time, determine those Eligible Persons to whom Options shall be granted and the date on
which such Options are to be granted (the “Grant Date”). The Board shall also
determine, in its sole discretion, in connection with each grant of Options:  



	•   	  	the
number of Options to be granted; 







	•   	  	 the
Option Price applicable to each Option, provided that the Option Price shall not be less
than the Market Value per Share on the Grant Date except as otherwise provided under the
Addendum; and  







	•   	  	 the
other terms and conditions (which need not be identical and which, without limitation,
may include non-competition provisions) of all Options covered by any grant.  








	•   	  	Eligibility,
Vesting and Terms of Options  







•
           Options
may be granted to Eligible Persons only 



•
           Subject to
the adjustments provided for in Section 10 hereof, each Option shall entitle the Optionee
to purchase one Share.  



•
           Subject to
the provisions of the Addendum, the option period (the “Option Period”) of each
Option commences on the Grant Date and expires no later than at 4:30 p.m. Vancouver time
on the tenth anniversary of the Grant Date.  



•
           Without
restricting the authority of the Board in respect of the terms of Options to be granted
hereunder, the Board may at its discretion, in respect of any such Option, provide that
the right to exercise such Option will vest in installments over the life of the Option,
with the Option being fully-exercisable only when such required time period or periods
have elapsed, and in connection therewith determine the terms under which vesting of the
Options may be accelerated.  



•
           Subject to
Section 8, an Option which is not subject to vesting, may be exercised (in each case to
the nearest full Share) at any time during the Option Period. Subject to Section 8, an
Option which is subject to vesting, may once vested, be exercised (in each case to the
nearest full Share) at any time during the Option Period.  



•
           An Option is personal to the
Optionee and is non-assignable and non-transferrable otherwise than by will or by the laws
governing the devolution of property in the event of death of the Optionee. 


































-5- 










	•  	  	
Option Agreement  







•
           Upon the
grant of an Option, the Company and the Optionee shall enter into an option agreement, in
a form set out in Appendix A or in such form as approved by the Board, subject to the
terms and conditions of the Plan, which agreement shall set out the Optionee’s
agreement that the Options are subject to the terms and conditions set forth in the Plan
as it may be amended or replaced from time to time, the Grant Date, the name of the
Optionee, the Optionee’s position with the Company, the number of Options, the
Option Price, the expiry date of the Option Period and such other terms and conditions as
the Board may deem appropriate.  




	•    	  	
Termination of Employment, Engagement or Directorship  







•
           Any
Optionee whose employment or directorship with the Company is terminated due to
retirement on or after such Optionee’s normal retirement date under the Company’s
applicable retirement policy or due to early retirement with the consent of the Board
(collectively, “Retirement”) shall have 365 days from the date of such
termination to exercise any Option granted hereunder to the extent such Option was
exercisable and had vested on such date of termination; provided, however, that no Option
shall be exercisable following the expiration of the Option Period applicable thereto.  



•
           Any
Optionee whose employment or directorship with the Company is terminated due to
Disability shall have 365 days from the date of such termination to exercise any Option
granted hereunder to the extent such Option was exercisable and had vested on the date of
such termination; provided, however, that no Option shall be exercisable following the
expiration of the Option Period applicable thereto.  



•
           Any
Optionee whose employment or directorship with the Company is terminated at any time in
the six months following a change of control of the Company (as hereinafter defined)
shall have 180 days from the date of such termination to exercise any Option granted
hereunder to the extent such Option was exercisable and had vested on the date of such
termination; provided, however, that no Option shall be exercisable following the
expiration of the Option Period applicable thereto. For the purposes of this Subsection
8.3, “change of control”shall mean the acquisition by a person, or combination
of persons acting in concert, of a sufficient number of the voting rights attached to the
outstanding voting securities of the Company at the time of such acquisition, to affect
materially the control of the Company.  



•
           In the
event of the death of an Optionee, either while in the employment or while a director of
the Company, the Optionee’s estate may, within 365 days from the date of the Optionee’s
death, exercise any Option granted hereunder to the extent such Option was exercisable
and had vested on the date of the optionee’s death; provided, however, that no
Option shall be exercisable following the expiration of the Option Period applicable
thereto. The Optionee’s estate shall include only the executors or administrators of
such estate and persons who have acquired the right to exercise such Option directly from
the optionee by bequest or inheritance.  



•
           In the
event an Optionee’s employment or directorship terminates for any reason other than
death, Disability, Retirement, cause or in the circumstances described in Subsection  

































-6- 








8.3 hereof, the Optionee may exercise
any Option granted hereunder to the extent such Option was exercisable and had vested on
the date of termination no later than thirty (30) days after such termination or such
later date within the Option Period first established by the Board for such Option as the
Board may fix. In the event an Optionee’s employment or directorship is terminated
for cause, each Option held by the Optionee that has not been effectively exercised prior
to such termination shall lapse and become null and void immediately upon such
termination. 



•
           The Board
may also in its sole discretion increase the periods permitted to exercise all or any of
the Options covered by any Grant following a termination of employment or directorship as
provided in Subsections 8.1, 8.2, 8.3, 8.4 or 8.5 above, if allowable under applicable
law; provided, however, that in no event shall any Option be exercisable following the
expiration of the Option Period applicable thereto.  



•
           The Plan
shall not confer upon any Optionee any right with respect to a continuation of employment
or directorship of, the Company nor shall it interfere in any way with the right of the
Company to terminate any Optionee’s employment at any time.  



•
           For the
purposes of Section 8, termination in the case of officers is determined to be the last
day of active employment with the Company or its Affiliate, as the case may be,
regardless of any salary continuance or notice period to the Company.  




	•    	  	Exercise
of Options  







•
           Subject to
the provisions of the Plan, an Option may be exercised from time to time by delivery to
the Company at its head office of a written notice of exercise addressed to the Secretary
of the Company specifying the number of Shares with respect to which the Option is being
exercised, together with the appropriate form of payment (to be determined by the
Company) for the aggregate of the Option Prices to be paid for the Shares to be
purchased. Certificates for such Shares shall be issued and delivered to the Optionee
within a reasonable time following the receipt of such notice and payment.  




	•    	  	Adjustment
on Alteration of Share Capital  







•
           In the
event of a subdivision, consolidation or reclassification of outstanding Shares or other
capital adjustment, or the payment of a stock dividend thereon, the number of Shares
reserved or authorized to be reserved under the Plan, the number of Shares receivable on
the exercise of an Option and the Option Price therefor shall be increased or reduced
proportionately and such other adjustments shall be made as may be deemed necessary or
equitable by the Board.  



•
           If the
Company amalgamates, consolidates with or merges with or into another body corporate,
whether by way of amalgamation, statutory arrangement or otherwise (the right to do so
being hereby expressly reserved), any Share receivable on the exercise of an Option shall
be converted into the securities, property or cash which the Optionee would have received
upon such amalgamation, consolidation or merger if the Optionee had exercised his or her
Option immediately prior to the effective date of such amalgamation, consolidation or
merger and the  






































-7- 






















Option Price shall be adjusted
appropriately by the Board and such adjustment shall be binding for all purposes of the
Plan. 




•              In
the event of a change in the Company’s currently authorized Shares which is limited
to a change in the designation thereof, the shares resulting from any such change shall
be deemed to be Shares within the meaning of the Plan.  



•
           In the
event of any other change affecting the Shares, such adjustment, if any, shall be made as
may be deemed equitable by the Board to properly reflect such event.  



•
           No
adjustment provided in this Section 10 shall require the Company to issue a fractional
Share and the total adjustment with respect to each Option shall be limited accordingly.  



•
           If, at any
time when an Option granted under the Plan remains unexercised, an offer to purchase all
of the Shares of the Company is made by a third party, the Company shall use its best
efforts to bring such offer to the attention of the Optionee as soon as practicable and
the Company may, at its option, require the acceleration of the time for the exercise of
the Options granted under the Plan and of the time for the fulfillment of any conditions
or restrictions on such exercise.  



•
           Notwithstanding
any other provision herein, if because of a proposed merger, amalgamation or other
corporate arrangement or reorganization, the exchange or replacement of shares in the
Company of those in another company is imminent, the Board may, in a fair and equitable
manner, determine the manner in which all unexercised option rights granted under the
Plan shall be treated including, for example, requiring the acceleration of the time for
the exercise of such rights by the Optionees and of the time for the fulfillment of any
conditions or restrictions on such exercise. All determinations of the Board under this
paragraph 10.7 shall be binding for all purposes of the Plan.  




	•    	  	Regulatory
Approval  







•
           Notwithstanding
any of the provisions contained in the Plan or any Option, the Company’s obligation
to grant Optionsand issue Shares and to issue and deliver certificates for such
securities to an Optionee pursuant to the exercise of an Option shall be subject to:  



	•    	  	compliance
with all applicable laws, regulations, rules, orders of governmental or regulatory
authorities in Canada and the United States (“Securities Regulators”);  







	•    	  	compliance
with the requirements of the Exchange; and 







	•    	  	receipt
from the Optionee of such covenants, agreements, representations and undertakings,
including as to future dealings in such Shares, as the Company determines to be necessary
or advisable in order to safeguard against the violation of the securities laws of any
jurisdiction.  














































-8- 
























•
           The Company shall in no event be
obligated to take any action in order to cause the issuance and delivery of such
certificates to comply with any laws, regulations, rules, orders or requirements. 



•
           If any amendment, modification or
termination to the provisions hereof or any Option made pursuant hereto are required by
any Securities Regulators, a stock exchange or a market as a condition of approval to a
distribution to the public of any Shares or to obtain a listing or quotation of any
Shares, the Board is authorized to make such amendments and thereupon the terms of the
Plan, any Options, including any option agreement made pursuant hereto, shall be deemed to
be amended accordingly without the requiring the consent or agreement of any Optionee. 




	•  	  	Miscellaneous  







•
           An Optionee entitled to Shares as a
result of the exercise of an Option shall not be deemed for any purpose to be, or to have
rights as, a shareholder of the Company by such exercise, except to the extent Shares are
issued therefor and then only from the date such Shares are issued. No adjustment shall be
made for dividends or distributions or other rights which the record date is prior to the
date such Shares are issued pursuant to the exercise of Options. 



•
           The Company may require an
Optionee, as a condition of exercise of an Option, to pay or reimburse any taxes which are
required to be withheld in connection with the exercise of such Option. 




	•  	  	
Effective Date, Amendment and Termination  







•
           The Plan is effective as of April
30, 2003. 



•
           The Board may, subject where
required to Securities Regulators and/or Exchange approval, from time to time amend,
suspend or terminate the Plan in whole or in part. 



•
           No action by the Board to terminate
the Plan pursuant to this Section 13 shall affect any Options granted hereunder which
became effective pursuant to the Plan prior to such action. 



•
           The Board may amend, modify or
terminate any outstanding Option, including, but not limited to, substituting another
award of the same or of a different type or changing the date of exercise; provided,
however that, the Optionee’s consent to such action shall be required unless the
Board determines that the action, when taken with any related action, would not materially
and adversely affect the Optionee or is made pursuant to Section 11 hereof. The Option
Price of any outstanding Option granted to an insider may not be reduced unless
disinterested shareholder approval is obtained in accordance with regulatory requirements. 







































ADDENDUM




TO INCENTIVE STOCK OPTION PLAN 




OF ELDORADO GOLD CORPORATION 




OFFICERS & DIRECTORS 




	•  	  	Application
of Plan and Addendum  







•
           As determined from time to time by
the Board, this Addendum shall apply to any grant of Options made on or before April 30,
2003 to any of the following persons: 



	  	
Joseph Conway

Paul Curtis

Wayne Lenton

Hugh Morris

Dawn Moss

Earl Price

Paul N. Wright
 






•
           The Plan shall apply to a grant of
Options to which this Addendum applies except insofar as the Plan is inconsistent with
this Addendum. The Plan and this Addendum shall be read and construed as one document for
the purposes of a grant of Options to which this Addendum applies. 




	•   	  	
Option Price and Option Period  







•
           Notwithstanding paragraph 5.1(b)
and Subsection 6.3 of the Plan, the Option Price, Option Period and other terms applicable
to Options granted to each person identified in Subsection 1.1 above shall be as set out
below: 



	
Name	
Number

of Options	
Expiry Date(1)	
Option Price	
Vesting
	

	Joseph Conway 	 	100,000	 	12-Jul-05	 	$0.70	 	fully vested	 
	 
	Paul Curtis 	 	100,000	 	30-May-06	 	$0.43	 	fully vested	 
	 	 	100,000	 	24-Oct-06	 	$0.27	 	fully vested	 
	 
	Wayne Lenton 	 	20,000	 	29-May-06	 	$0.51	 	fully vested	 
		 	20,000	 	06-Dec-06	 	$0.26	 	fully vested	 
		 	50,000	 	22-Dec-03	 	$0.40	 	fully vested	 
		 	10,000	 	30-Jan-05	 	$0.80	 	fully vested	 
		 	100,000	 	24-Oct-06	 	$0.27	 	fully vested	 
	 
	Hugh Morris 	 	30,000	 	29-May-06	 	$0.51	 	fully vested	 




































-10- 









	
Name	
Number

of Options	
Expiry Date(1)	
Option Price	
Vesting
	

		 		 		 		 		 
		 	300,000	 	22-Dec-03	 	$0.40	 	fully vested	 
		 	100,000	 	25-Feb-07	 	$0.70	 	fully vested	 
	 
	Dawn Moss 	 	20,000	 	11-Apr-04	 	$0.50	 	fully vested	 
		 	35,000	 	04-Feb-07	 	$0.71	 	fully vested	 
		 	50,000	 	14-Jan-08	 	$1.96	 	fully vested	 
	 
	Earl Price 	 	75,000	 	04-Mar-07	 	$0.71	 	fully vested	 
		 	150,000	 	04-Feb-07	 	$0.71	 	fully vested	 
		 	100,000	 	11-Apr-04	 	$0.50	 	fully vested	 
		 	30,000	 	30-Jul-06	 	$0.24	 	fully vested	 
		 	110,000	 	14-Jan-08	 	$1.96	 	fully vested	 
	 
	Paul N. Wright 	 	375,000	 	04-Feb-07	 	$0.71	 	fully vested	 
		 	275,000	 	11-Apr-04	 	$0.50	 	fully vested	 
		 	200,000	 	30-Aug-04	 	$0.65	 	fully vested	 
		 	400,000	 	10-Feb-08	 	$2.13	 	fully vested	 
	 
	 	
	 
		 	2,750,000 	 		 		 		 
	 	
	 







     (1)    
          Options shall expire at 4:30 p.m., Vancouver time, on the Expiry Date of the
          Options. 








	•   	  	Interpretation  







•
           Unless otherwise indicated, all
defined terms shall have the respective meanings attributed thereto in the Plan of the
Company as amended and/or restated from time to time. 











































APPENDIX A 




OFFICERS & DIRECTORS INCENTIVE STOCK OPTION PLAN 




OF ELDORADO GOLD COMPANY 

(“the Company”)  







OPTION AGREEMENT 










        This
Option Agreement is entered into between the Company and the Optionee named below pursuant
to the Company’s Incentive Stock Option Plan (the “Plan”) a copy of which
are attached hereto, and confirms the following: 







	1.	Grant Date:	
              
              
              
              
              
               







	2.	Optionee:	
              
              
              
              
              
               








	3.	
Optionee’s Position with the Company:	
              
              
              
              
              
               








	4.	Number of Options:	
              
              
              
              
              
               








	5.	Option Price

($ per Share):	
              
              
              
              
              
               







	6.	Expiry Date of Option Period:	
              
              
              
              
              
               











	7.	
          Each Option that has vested entitles the Optionee to purchase one Share at any
          time up to 4:30 p.m. Vancouver time on the expiry date of the Option Period.  






	8.	
          This Option Agreement is subject to the terms and conditions set out in the
          Plan, as amended or replaced from time to time. In the case of any
inconsistency           between this Option Agreement and the Plan, the Plan shall
govern.  






	9. 	
          Unless otherwise indicated, all defined terms shall have the respective
meanings           attributed thereto in the Plan.  






	10.	
         By signing this agreement, the Optionee acknowledges that he, she, or his or
her           authorized representative has read and understands the Plan.  







































        IN
WITNESS  WHEREOF the parties hereto have executed this Option  Agreement as of the
__________ day of ______________ , ______________. 






	  	
ELDORADO GOLD CORPORATION  









	

             
              
              
             
             

Signature of Optionee	
Per:  
             
              
              
             
             

          Authorized Signatory






Per:  
             
             
              
              
             

          Authorized Signatory