Filed by sedaredgar.com - Silverado Gold Mines, Ltd. - Exhibit 4.1






SILVERADO GOLD MINES LTD 

2009-III EQUITY COMPENSATION PLAN 

 

I. ESTABLISHMENT OF PLAN; DEFINITIONS 

1.        Purpose. The
purpose of the Silverado Gold Mines Ltd. 2009-III Equity Compensation Plan is to
encourage certain directors, officers, employees, and consultants of Silverado
Gold Mines Ltd., a company incorporated under the laws of British Columbia (the
"Company"), to acquire and hold stock in the Company as an added incentive to
remain with the Company and to increase their efforts in promoting the interests
of the Company and to enable the Company to attract and retain capable
individuals. 

2.      
 Definitions. Unless the context clearly indicates otherwise, the
following terms shall have the meanings set forth below: 

         
(a)           "Board" shall
mean the Board of Directors of the Company. 

         
(b)           "Code" shall
mean the Internal Revenue Code of 1986, as it may be amended from time to time.


         
(c)           "Committee"
shall mean a committee made up of at least three members of the Board whose
members shall, from time to time, be appointed by the Board; provided, however,
that such Committee shall at all times consist of at least two non-employee
Directors. 

          (d)          
  "Company" shall mean Silverado Gold Mines Ltd., a company incorporated under
  the laws of British Columbia. 

         
(e)           "Consultants"
shall mean individuals who provide services to the Company who are not Employees
or Directors. 

         
(f)           "Directors"
shall mean those members of the Board of Directors of the Company who are not
Employees. 

         
(g)           "Disability"
shall mean a medically determinable physical or mental condition which causes an
Employee, Director or Consultant to be unable to engage in any substantial
gainful activity and which can be expected to result in death or to be of
long-continued and indefinite duration. 

         
(h)           "Employee" shall
mean any common law employee, including officers, of the Company as determined
under the Code and the Treasury Regulations thereunder. 

         
(i)           "Fair Market
Value" shall mean the value of a share of Stock on a specified day (i) if the
Stock is listed on a national securities exchange or the NASDAQ system, the mean
between the highest and lowest sales prices for the Stock on such date, or, if
no such prices are reported for such day, then on the next preceding day on
which there were reported prices; (ii) if the Stock is not listed on a national
securities exchange or the NASDAQ system, the mean between the bid and asked
prices for the Stock on such date, or if no such prices are reported for such
day, then on the immediately preceding day (within 7 days of such specified day)
on which there were reported prices; or (iii) if no prices are reported for such
immediately preceding day, as determined in good faith by the Company’s
Board.

         
(j)           "Grantee" shall
mean an officer, Employee, Director or Consultant granted a Stock Option or
Stock Award under this Plan. 

         
(k)           "Incentive Stock
Option" shall mean an option granted pursuant to the Incentive Stock Option
provisions as set forth in Part II of this Plan. 




         
(l)           "Non-Qualified
Stock Option" shall mean an option granted pursuant to the Non-Qualified Stock
Option provisions as set forth in Part III of this Plan. 

         
(m)           "Plan" shall
mean the Silverado Gold Mines Ltd. 2009-III Equity Compensation Plan as set
forth herein and as amended from time to time. 

         
(n)           "Restricted
Stock" shall mean Stock which is issued as Restricted Stock as set forth in Part
IV of this Plan. 

         
(o)           "Stock" shall
mean authorized but unissued shares of the Common Stock of the Company or
reacquired shares of the Company's Common Stock. 

         
(p)           "Stock
Appreciation Right" shall mean a stock appreciation right granted pursuant to
the Stock Appreciation Right provisions as set forth in Parts II and III of this
Plan. 

         
(q)           "Stock Award"
shall mean an award of Restricted or Unrestricted Stock granted pursuant to this
Plan. 

         
(r)           "Stock Option"
shall mean an option granted pursuant to the Plan to purchase shares of Stock.


         
(s)           “Subsidiary”
shall mean any corporation (other than the Company) in an unbroken chain of
corporations beginning with and including the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50 percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.

         
(t)           "Ten Percent
Shareholder" shall mean an Employee who at the time a Stock Option is granted
owns stock possessing more than ten percent (10%) of the total combined voting
power of all stock of the Company or of its parent or subsidiary. 

         
(u)           "Unrestricted
Stock" shall mean Stock which is issued pursuant to the Unrestricted Stock
provisions as set forth in Part V of this Plan. 

3.        Shares of Stock
Subject to the Plan. Subject to the provisions of Paragraph 2 of Part VI of
the Plan, the Stock which may be issued or transferred pursuant to Stock Options
and Stock Awards granted under the Plan and the Stock which is subject to
outstanding but unexercised Stock Options under the Plan shall not exceed One
Hundred and Twenty Million (120,000,000) shares in the aggregate. If a Stock
Option shall expire and terminate for any reason, in whole or in part, without
being exercised or, if Stock Awards are forfeited because the restrictions with
respect to such Stock Awards shall not have been met or have lapsed, the number
of shares of Stock which are no longer outstanding as Stock Awards or subject to
Stock Options may again become available for the grant of Stock Awards or Stock
Options. There shall be no terms and conditions in a Stock Award or Stock Option
which provide that the exercise of an Incentive Stock Option reduces the number
of shares of Stock for which an outstanding Non-Qualified Stock Option may be
exercised; and there shall be no terms and conditions in a Stock Award or Stock
Option which provide that the exercise of a Non-Qualified Stock Option reduces
the number of shares of Stock for which an outstanding Incentive Stock Option
may be exercised. 

4.        Administration
of the Plan. The Plan shall be administered by the Committee. Subject to the
express provisions of the Plan, the Committee shall have authority to interpret
the Plan, to prescribe, amend, and rescind rules and regulations relating to it,
to determine the terms and provisions of Stock Option agreements, and to make
all other determinations necessary or advisable for the administration of the
Plan. Any controversy or claim arising out of or related to this Plan shall be
determined unilaterally by and at the sole discretion of the Committee. 

5.        Amendment or
Termination. The Board may, at any time, alter, amend, suspend, discontinue,
or terminate this Plan; provided, however, that such action shall not adversely
affect the right of Grantees to 

2




Stock Awards or Stock Options previously granted and no
amendment, without the approval of the stockholders of the Company, shall
increase the maximum number of shares which may be awarded under the Plan in the
aggregate, materially increase the benefits accruing to Grantees under the Plan,
change the class of Employees eligible to receive options under the Plan, or
materially modify the eligibility requirements for participation in the Plan.


6.        Effective Date
and Duration of the Plan. This Plan shall become effective on December 11,
2009. This Plan shall terminate at such time as may be determined by the Board,
and no Stock Award or Stock Option may be issued or granted under the Plan
thereafter, but such termination shall not affect any Stock Award or Stock
Option theretofore issued or granted. 

II. INCENTIVE STOCK OPTIONS 

1.         Granting
of Incentive Stock Options. 

         
(a)           Only Employees
of the Company shall be eligible to receive Incentive Stock Options under the
Plan. Officers, Directors and Consultants of the Company who are not also
Employees shall not be eligible to receive Incentive Stock Options. 

         
(b)           The purchase
price of each share of Stock subject to an Incentive Stock Option shall not be
less than 100% of the Fair Market Value of a share of the Stock on the date the
Incentive Stock Option is granted; provided, however, that the purchase price of
each share of Stock subject to an Incentive Stock Option granted to a Ten
Percent Shareholder shall not be less than 110% of the Fair Market Value of a
share of the Stock on the date the Incentive Stock Option is granted. 

         
(c)           No Incentive
Stock Option shall be exercisable more than ten years from the date the
Incentive Stock Option was granted; provided, however, that an Incentive Stock
Option granted to a Ten Percent Shareholder shall not be exercisable more than
five years from the date the Incentive Stock Option was granted. 

         
(d)           The Committee
shall determine and designate from time to time those Employees who are to be
granted Incentive Stock Options and specify the number of shares subject to each
Incentive Stock Option. 

         
(e)           The Committee,
in its sole discretion, shall determine whether any particular Incentive Stock
Option shall become exercisable in one or more installments, specify the
installment dates, and, within the limitations herein provided, determine the
total period during which the Incentive Stock Option is exercisable. Further,
the Committee may make such other provisions as may appear generally acceptable
or desirable to the Committee or necessary to qualify its grants under the
provisions of Section 422 of the Code. 

         
(f)           The Committee
may grant at any time new Incentive Stock Options to an Employee who has
previously received Incentive Stock Options or other options whether such prior
Incentive Stock Options or other options are still outstanding, have previously
been exercised in whole or in part, or are canceled in connection with the
issuance of new Incentive Stock Options. The purchase price of the new Incentive
Stock Options may be established by the Committee without regard to the existing
Incentive Stock Options or other options. 

         
(g)           Notwithstanding
any other provisions hereof, the aggregate fair market value (determined at the
time the option is granted) of the Stock with respect to which Incentive Stock
Options are exercisable for the first time by the Employee during any calendar
year (under all such plans of the Grantee's employer corporation and its parent
and subsidiary corporation) shall not exceed $100,000. 

2.        Exercise of
Incentive Stock Options. The option price of an Incentive Stock Option shall
be payable on exercise of the option (i) in cash or by check, bank draft or
postal or express money order, (ii) by the surrender of Stock then owned by the
Grantee, (iii) the proceeds of a loan from an independent 

3




broker-dealer whereby the loan is secured by the option or the
stock to be received upon exercise, or (iv) any combination of the foregoing;
provided, that each such method and time for payment and each
such borrowing and terms and conditions of repayment shall then be permitted by
and be in compliance with applicable law. Shares of Stock so surrendered in
accordance with clause (ii) or (iv) shall be valued at the Fair Market Value
thereof on the date of exercise, surrender of such Stock to be evidenced by
delivery of the certificate(s) representing such shares in such manner, and
endorsed in such form, or accompanied by stock powers endorsed in such form, as
the Committee may determine. 

3.        
Termination of Employment. 

         
(a)           If a Grantee's
employment with the Company is terminated other than by Disability or death, the
terms of any then outstanding Incentive Stock Option held by the Grantee shall
extend for a period ending on the earlier of the date on which such Stock Option
would otherwise expire or three months after such termination of employment, and
such Stock Option shall be exercisable to the extent it was exercisable as of
such last date of employment. 

         
(b)           If a Grantee's
employment with the Company is terminated by reason of Disability, the term of
any then outstanding Incentive Stock Option held by the Grantee shall extend for
a period ending on the earlier of the date on which such Stock Option would
otherwise expire or twelve months after such termination of employment, and such
Stock Option shall be exercisable to the extent it was exercisable as of such
last date of employment. 

         
(c)           If a Grantee's
employment with the Company is terminated by reason of death, the representative
of his estate or beneficiaries thereof to whom the Stock Option has been
transferred shall have the right during the period ending on the earlier of the
date on which such Stock Option would otherwise expire or twelve months after
such date of death, to exercise any then outstanding Incentive Stock Options in
whole or in part. If a Grantee dies without having fully exercised any then
outstanding Incentive Stock Options, the representative of his estate or
beneficiaries thereof to whom the Stock Option has been transferred shall have
the right to exercise such Stock Options in whole or in part. 

4.         Stock
Appreciation Rights 

         
(a)           Grant.
Stock Appreciation Rights related to all or any portion of an Incentive Stock
Option may be granted by the Committee to any Grantee in connection with the
grant of an Incentive Stock Option or unexercised portion thereof held by the
Grantee at any time and from time to time during the term thereof. Each Stock
Appreciation Right shall be granted at least at Fair Market Value on the date of
grant and be subject to such terms and conditions not inconsistent with the
provisions of this Part II as shall be determined by the Committee and included
in the agreement relating to such Stock Appreciation Right, subject in any
event, however, to the following terms and conditions of this Section 4. Each
Stock Appreciation Right may include limitations as to the time when such Stock
Appreciation Right becomes exercisable and when it ceases to be exercisable that
are more restrictive than the limitations on the exercise of the Incentive Stock
Option to which it relates. 

         
(b)           Exercise.
No Stock Appreciation Right shall be exercisable with respect to such related
Incentive Stock Option or portion thereof unless such Incentive Stock Option or
portion shall itself be exercisable at that time. A Stock Appreciation Right
shall be exercised only upon surrender of the related Incentive Stock Option or
portion thereof in respect of which the Stock Appreciation Right is then being
exercised. 

         
(c)           Amount of
Payment. On exercise of a Stock Appreciation Right, a Grantee shall be
entitled to receive an amount equal to the product of (i) the amount by which
the Fair Market Value of a share of Stock on the date of exercise of the Stock
Appreciation Right exceeds the option price per share specified in the related
Incentive Stock Option and (ii) the number of shares of Stock in respect of
which the Stock Appreciation Right shall have been exercised. 

4




         
(d)           Form of
Payment. Stock Appreciation Rights may only be settled in Stock. The number
of shares of Stock to be distributed shall be the largest whole number obtained
by dividing the amount otherwise distributable in respect of such settlement by
the Fair Market Value of a share of Stock on the date of exercise of the Stock
Appreciation Right. The value of fractional shares of Stock shall be paid in
cash. 

         
(e)           Effect of
Exercise of Right or Related Option. If the related Incentive Stock Option
is exercised in whole or in part, then the Stock Appreciation Right with respect
to the Stock purchased pursuant to such exercise (but not with respect to any
unpurchased Stock) shall be terminated as of the date of exercise if such Stock
Appreciation Right is not exercised on such date. 

         
(f)          
Non-transferability. A Stock Appreciation Right shall not be transferable
or assignable by the Grantee other than by will or the laws of descent and
distribution, and shall be exercisable during the Grantee's lifetime only by the
Grantee. 

         
(g)           Termination
of Employment. If the Grantee ceases to be an Employee of the Company for
any reason, each outstanding Stock Appreciation Right shall be exercisable for
such period and to such extent as the related Incentive Stock Option or portion
thereof. 

III. NON-QUALIFIED STOCK OPTIONS 

1.        Granting of
Stock Options. 

         
(a)           Officers,
Employees, Directors and Consultants shall be eligible to receive Non-Qualified
Stock Options under the Plan. 

         
(b)           The Committee
shall determine and designate from time to time those officers, Employees,
Directors and Consultants who are to be granted Non-Qualified Stock Options and
the amount subject to each Non-Qualified Stock Option. 

         
(c)           The Committee
may grant at any time new Non-Qualified Stock Options to an Employee, Director
or Consultant who has previously received Non-Qualified Stock Options or other
Stock Options, whether such prior Non-Qualified Stock Options or other Stock
Options are still outstanding, have previously been exercised in whole or in
part, or are canceled in connection with the issuance of new Non-Qualified Stock
Options. 

         
(d)           The Committee
shall determine the purchase price of each share of Stock subject to a
Non-Qualified Stock Option. Such price shall not be less than 100% of the Fair
Market Value of such Stock on the date the Non-Qualified Stock Option is
granted. 

         
(e)           The Committee,
in its sole discretion, shall determine whether any particular Non-Qualified
Stock Option shall become exercisable in one or more installments, specify the
installment dates, and, within the limitations herein provided, determine the
total period during which the Non-Qualified Stock Option is exercisable.
Further, the Committee may make such other provisions as may appear generally
acceptable or desirable to the Committee, including the extension of a
Non-Qualified Stock Option, provided that such extension does not extend the
option beyond the period specified in paragraph (f) below. 

         
(f)           No Non-Qualified
Stock Option shall be exercisable more than ten years from the date such option
is granted. 

2.         Exercise
of Stock Options. The option price of a Non-Qualified Stock Option shall be
payable on exercise of the Stock Option (i) in cash or by check, bank draft or
postal or express money order, (ii) by the surrender of Stock then owned by the
Grantee, (iii) the proceeds of a loan from an independent broker-dealer whereby
the loan is secured by the option or the stock to be received upon exercise, or
(iv) any combination of the foregoing; provided, that each
such method and time for payment and each such 

5




borrowing and terms and conditions of repayment shall then be
permitted by and be in compliance with applicable law. Shares of Stock so
surrendered in accordance with clause (ii) or (iv) shall be valued at the Fair
Market Value thereof on the date of exercise, surrender of such Stock to be
evidenced by delivery of the certificate(s) representing such shares in such
manner, and endorsed in such form, or accompanied by stock powers endorsed in
such form, as the Committee may determine. 

3.       
 Termination of Relationship. 

         
(a)           If a Grantee's
employment with the Company is terminated, a Director Grantee ceases to be a
Director, or a Consultant Grantee ceases to be a Consultant, other than by
reason of Disability or death, the terms of any then outstanding Non-Qualified
Stock Option held by the Grantee shall extend for a period ending on the earlier
of the date established by the Committee at the time of grant or three months
after the Grantee's last date of employment or cessation of being a Director or
Consultant, and such Stock Option shall be exercisable to the extent it was
exercisable as of the date of termination of employment or cessation of being a
Director or Consultant. 

         
(b)           If a Grantee's
employment is terminated by reason of Disability, a Director Grantee ceases to
be a Director by reason of Disability or a Consultant Grantee ceases to be a
Consultant by reason of Disability, the term of any then outstanding
Non-Qualified Stock Option held by the Grantee shall extend for a period ending
on the earlier of the date on which such Stock Option would otherwise expire or
twelve months after the Grantee's last date of employment or cessation of being
a Director or Consultant, and such Stock Option shall be exercisable to the
extent it was exercisable as of such last date of employment or cessation of
being a Director or Consultant. 

         
(c)           If a Grantee's
employment is terminated by reason of death, a Director Grantee ceases to be a
Director by reason of death or a Consultant Grantee ceases to be a Consultant by
reason of death, the representative of his estate or beneficiaries thereof to
whom the Stock Option has been transferred shall have the right during the
period ending on the earlier of the date on which such Stock Option would
otherwise expire or twelve months following his death to exercise any then
outstanding Non-Qualified Stock Options in whole or in part. If a Grantee dies
without having fully exercised any then outstanding Non-Qualified Stock Options,
the representative of his estate or beneficiaries thereof to whom the Stock
Option has been transferred shall have the right to exercise such Stock Options
in whole or in part. 

4.         Stock
Appreciation Rights 

         
(a)           Grant.
Stock Appreciation Rights related to all or any portion of a Non-Qualified Stock
Option may be granted by the Committee to any Grantee in connection with the
grant of a Non-Qualified Stock Option or unexercised portion thereof held by the
Grantee at any time and from time to time during the term thereof. Each Stock
Appreciation Right shall be granted at least at Fair Market Value on the date of
grant and be subject to such terms and conditions not inconsistent with the
provisions of this Part III as shall be determined by the Committee and included
in the agreement relating to such Stock Appreciation Right, subject in any
event, however, to the following terms and conditions of this Section 4. Each
Stock Appreciation Right may include limitations as to the time when such Stock
Appreciation Right becomes exercisable and when it ceases to be exercisable that
are more restrictive than the limitations on the exercise of the Non-Qualified
Stock Option to which it relates. 

         
(b)           Exercise.
No Stock Appreciation Right shall be exercisable with respect to such related
Non-Qualified Stock Option or portion thereof unless such Non-Qualified Stock
Option or portion shall itself be exercisable at that time. A Stock Appreciation
Right shall be exercised only upon surrender of the related Non-Qualified Stock
Option or portion thereof in respect of which the Stock Appreciation Right is
then being exercised. 

         
(c)           Amount of
Payment. On exercise of a Stock Appreciation Right, a Grantee shall be
entitled to receive an amount equal to the product of (i) the amount by which
the Fair Market Value of a share of Stock on the date of exercise of the Stock
Appreciation Right exceeds the option price per share 

6




specified in the related Non-Qualified Stock Option and (ii)
the number of shares of Stock in respect of which the Stock Appreciation Right
shall have been exercised. 

         
(d)           Form of
Payment. Stock Appreciation Rights may only be settled in Stock. The number
of shares of Stock to be distributed shall be the largest whole number obtained
by dividing the amount otherwise distributable in respect of such settlement by
the Fair Market Value of a share of Stock on the date of exercise of the Stock
Appreciation Right. The value of fractional shares of Stock shall be paid in
cash.

         
(e)           Effect of
Exercise of Right or Related Option. If the related Non-Qualified Stock
Option is exercised in whole or in part, then the Stock Appreciation Right with
respect to the Stock purchased pursuant to such exercise (but not with respect
to any unpurchased Stock) shall be terminated as of the date of exercise if such
Stock Appreciation Right is not exercised on such date. 

         
(f)          
Non-transferability. A Stock Appreciation Right shall not be transferable
or assignable by the Grantee other than by will or the laws of descent and
distribution, and shall be exercisable during the Grantee's lifetime only by the
Grantee. 

         
(g)           Termination
of Employment. If the Grantee ceases to be an officer, Employee, Director or
Consultant of the Company for any reason, each outstanding Stock Appreciation
Right shall be exercisable for such period and to such extent as the related
Non-Qualified Stock Option or portion thereof. 

IV. RESTRICTED STOCK AWARDS 

1.        Grant of
Restricted Stock.

          (a)
Officers, Employees, Directors and Consultants shall be eligible to receive
grants of Restricted Stock under the Plan. 

          (b) The
Committee shall determine and designate from time to time those officers,
Employees, Directors and Consultants who are to be granted Restricted Stock and
the number of shares of Stock subject to such Stock Award. 

          (c) The
Committee, in its sole discretion, shall make such terms and conditions
applicable to the grant of Restricted Stock as may appear generally acceptable
or desirable to the Committee. 

2.        Termination of
Relationship. 

         
(a)           If a Grantee's
employment with the Company, a Director Grantee ceases to be a Director, or a
Consultant Grantee ceases to be a Consultant, prior to the lapse of any
restrictions applicable to the Restricted Stock such Stock shall be forfeited
and the Grantee shall return the certificates representing such Stock to the
Company. 

         
(b)           If the
restrictions applicable to a grant of Restricted Stock shall lapse, the Grantee
shall hold such Stock free and clear of all such restrictions except as
otherwise provided in the Plan. 

V. UNRESTRICTED STOCK AWARDS 

1.        Grant of
Unrestricted Stock. 

(a) Officers, Employees, Directors and Consultants shall be
eligible to receive grants of Unrestricted Stock under the Plan. 

7




         
(b)           The Committee
shall determine and designate from time to time those officers, Employees,
Directors and Consultants who are to be granted Unrestricted Stock and number of
shares of Stock subject to such Stock Award. 

2.        Issuance of
Stock. The Grantee shall hold Stock issued pursuant to an Unrestricted Stock
award free and clear of all restrictions except as otherwise provided in the
Plan. 

VI. GENERAL PROVISIONS 

1.       
 Substitution of Options. In the event of a corporate merger or
consolidation, or the acquisition by the Company of property or stock of an
acquired corporation or any reorganization or other transaction qualifying under
Section 424 of the Code, the Committee may, in accordance with the provisions of
that Section, substitute Stock Options, Stock Awards and Stock Appreciation
Rights under this Plan for Stock Options, Stock Awards and Stock Appreciation
Rights under the plan of the acquired corporation provided (i) the excess of the
aggregate fair market value of the shares of Stock subject to Stock Option
immediately after the substitution over the aggregate option price of such Stock
is not more than the similar excess immediately before such substitution and
(ii) the new Stock Option does not give the Grantee additional benefits,
including any extension of the exercise period. Alternatively, the Committee may
provide, that each Stock Option, Stock Award and Stock Appreciation Right
granted under the Plan shall terminate as of a date to be fixed by the Board;
provided, that no less than thirty days written notice of the date so
fixed shall be given to each holder, and each holder shall have the right,
during the period of thirty days preceding such termination, to exercise the
Stock Options, Stock Awards and Stock Appreciation Rights as to all or any part
of the Stock covered thereby, including Stock as to which such would not
otherwise be exercisable.

2.       
 Adjustment Provisions. 

         
(a)           In the event
that a dividend shall be declared upon the Stock payable in shares of the
Company's common stock, the number of shares of Stock then subject to any Stock
Option outstanding under the Plan and the number of shares reserved for the
grant of Stock Options pursuant to the Plan shall be adjusted by adding to each
such share the number of shares which would be distributable in respect thereof
if such shares had been outstanding on the date fixed for determining the
shareholders of the Company entitled to receive such share dividend. 

         
(b)           If the shares of
Stock outstanding are changed into or exchanged for a different number or class
or other securities of the Company or of another corporation, whether through
split-up, reverse stock split, merger, consolidation, reorganization,
reclassification or recapitalization then there shall be substituted for each
share of Stock subject to any such Stock Option and for each share of Stock
reserved for the grant of Stock Options pursuant to the Plan the number and kind
of shares or other securities into which each outstanding share of Stock shall
have been so changed or for which each share shall have been exchanged. 

         
(c)           In the event
there shall be any change, other than as specified above in this Section 2, in
the number or kind of outstanding shares of Stock or of any shares or other
securities into which such shares shall have been changed or for which they
shall have been exchanged, then if the Board shall, in its sole discretion,
determine that such change equitably requires an adjustment in the number or
kind of shares theretofore reserved for the grant of Stock Options pursuant to
the Plan and of the shares then subject to Stock Options, such adjustment shall
be made by the Board and shall be effective and binding for all purposes of the
Plan and of each Stock Option outstanding thereunder. 

         
(d)           Each Stock
Appreciation Right outstanding at the time of any adjustment pursuant to this
Section 2 and the number of outstanding Stock Appreciation Rights, shall be
adjusted, changed or exchanged in the same manner as related Stock Options. 

         
(e)           In the case of
any such substitution or adjustment as provided for in this Section 2, the
option price set forth in each outstanding Stock Option for each share covered
thereby prior to such 

8




substitution or adjustment will be the option price for all
shares or other securities which shall have been substituted for such share or
to which such share shall have been adjusted pursuant to this Section 2, and the
price per share shall be adjusted accordingly. 

         
(f)           No adjustment or
substitution provided for in this Section 2 shall require the Company to sell a
fractional share, and the total substitution or adjustment with respect to each
outstanding Stock Option shall be limited accordingly. 

         
(g)           Upon any
adjustment made pursuant to this Section 2 the Company will, upon request,
deliver to the Grantee a certificate setting forth the option price thereafter
in effect and the number and kind of shares or other securities thereafter
purchasable on the exercise of such Stock Option. 

3.        General.


         
(a)           Each Stock
Option, Stock Award and Stock Appreciation Right shall be evidenced by a written
instrument containing such terms and conditions, not inconsistent with this
Plan, as the Committee shall approve. 

         
(b)           The granting of
a Stock Option, Stock Award or Stock Appreciation Right in any year shall not
give the Grantee any right to similar grants in future years or any right to be
retained in the employ of the Company, and all Employees shall remain subject to
discharge to the same extent as if the Plan were not in effect. 

         
(c)           No officer,
Employee, Director or Consultant and no beneficiary or other person claiming
under or through him, shall have any right, title or interest by reason of any
Stock Option or any Stock Award to any particular assets of the Company, or any
shares of Stock allocated or reserved for the purposes of the Plan or subject to
any Stock Option or any Stock Award except as set forth herein. The Company
shall not be required to establish any fund or make any other segregation of
assets to assure the payment of any Stock Option or Stock Award. 

         
(d)           No right under
the Plan shall be subject to anticipation, sale, assignment, pledge,
encumbrance, or charge except by will or the laws of descent and distribution,
and a Stock Option shall be exercisable during the Grantee's lifetime only by
the Grantee or his conservator. 

         
(e)           Notwithstanding
any other provision of this Plan or agreements made pursuant thereto, the
Company's obligation to issue or deliver any certificate or certificates for
shares of Stock under a Stock Option or Stock Award, and the transferability of
Stock acquired by exercise of a Stock Option or grant of a Stock Award, shall be
subject to all of the following conditions: 

                             
(i)           Any registration
or other qualification of such shares under any state or federal law or
regulation, or the maintaining in effect of any such registration or other
qualification which the Board shall, in its absolute discretion upon the advice
of counsel, deem necessary or advisable; and 

                             
(ii)           The obtaining
of any other consent, approval, or permit from any state or federal governmental
agency which the Board shall, in its absolute discretion upon the advice of
counsel, determine to be necessary or advisable. 

         
(f)           All payments to
Grantees or to their legal representatives shall be subject to any applicable
tax, community property, or other statutes or regulations of the United States
or of any state or country having jurisdiction thereof. The Grantee may be
required to pay to the Company the amount of any withholding taxes which the
Company is required to withhold with respect to a Stock Option or its exercise
or a Stock Award. In the event that such payment is not made when due, the
Company shall have the right to deduct, to the extent permitted by law, from any
payment of any kind otherwise due to such person all or part of the amount
required to be withheld. 

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(g)           In the case of a
grant of a Stock Option or Stock Award to any Employee of a subsidiary of the
Company, the Company may, if the Committee so directs, issue or transfer the
shares, if any, covered by the Stock Option or Stock Award to the subsidiary,
for such lawful consideration as the Committee may specify, upon the condition
or understanding that the subsidiary will transfer the shares to the Employee in
accordance with the terms of the Stock Option or Stock Award specified by the
Committee pursuant to the provisions of the Plan. For purposes of this Section,
a subsidiary shall mean any subsidiary corporation of the Company as defined in
Section 424 of the Code. 

         
(h)           A Grantee
entitled to Stock as a result of the exercise of a Stock Option or grant of a
Stock Award shall not be deemed for any purpose to be, or have rights as, a
shareholder of the Company by virtue of such exercise, except to the extent a
stock certificate is issued therefor and then only from the date such
certificate is issued. No adjustments shall be made for dividends or
distributions or other rights for which the record date is prior to the date
such stock certificate is issued. The Company shall issue any stock certificates
required to be issued in connection with the exercise of a Stock Option with
reasonable promptness after such exercise. 

         
(i)           The grant or
exercise of Stock Options granted under the Plan or the grant of a Stock Award
under the Plan shall be subject to, and shall in all respects comply with,
applicable law relating to such grant or exercise, or to the number of shares of
Stock which may be beneficially owned or held by any Grantee. 

         
(j)           The Company
intends that the Plan shall comply with the requirements of Rule 16b-3 (the
“Rule”) under the Securities Exchange Act of 1934, as amended, during the term
of this Plan. Should any additional provisions be necessary for the Plan to
comply with the requirements of the Rule, the Board may amend this Plan to add
to or modify the provisions of this Plan accordingly. 

         
(k)           The Company
intends that the Plan shall comply with the requirements of Section 409A of the
Code, to the extent applicable. Should any changes to the Plan be necessary for
the Plan to comply with the requirements of Code Section 409A the Board may
amend this Plan to add to or modify the provisions of this Plan accordingly.


          The
Company will seek stockholder approval in the manner and to the degree required
under Applicable Laws. If the Company fails to obtain stockholder approval of
the Plan within twelve (12) months after the date this Plan is adopted by the
Board, pursuant to Section 422 of the Code, any Option granted as an Incentive
Option at any time under the Plan will not qualify as an Incentive Option within
the meaning of the Code and will be deemed to be a Non-Statutory Option. 

SILVERADO GOLD MINES LTD.

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