Lithium Exploration Group, Inc.: Exhibit 4.1 - Filed by newsfilecorp.com






LITHIUM EXPLORATION GROUP, INC. 

2014 STOCK PLAN 

1.     Purpose. 

     The purpose of this plan (the "Plan")
is to secure for Lithium Exploration Group, Inc. (the "Corporation") and its
stockholders the benefits arising from capital stock ownership by employees,
officers and directors of, and consultants or advisors to, the Corporation and
its subsidiary corporations who are expected to contribute to the Corporation's
future growth and success. The Plan permits grants of options to purchase shares
of Common Stock, $0.001 par value per share, of the Corporation (“Common Stock”)
and awards of shares of Common Stock that are restricted as provided in Section
12 (“Restricted Shares”). Those provisions of the Plan which make express
reference to Section 422 of the Internal Revenue Code of 1986, as amended or
replaced from time to time (the "Code"), shall apply only to Incentive Stock
Options (as that term is defined in the Plan). 

2.     Type of Options and
Administration. 

     (a)     Types
of Options. Options granted pursuant to the Plan shall be authorized by
action of the Board of Directors of the Corporation (or a Committee designated
by the Board of Directors) and may be either incentive stock options ("Incentive
Stock Options") meeting the requirements of Section 422 of the Code or
non-statutory options which are not intended to meet the requirements of Section
422 of the Code. 

     (b)    
Administration. The Plan will be administered by the Board of Directors
of the Corporation, whose construction and interpretation of the terms and
provisions of the Plan shall be final and conclusive. The Board of Directors may
in its sole discretion grant Restricted Shares and options to purchase shares of
Common Stock and issue shares upon exercise of such options as provided in the
Plan. The Board shall have authority, subject to the express provisions of the
Plan, to construe the respective option and Restricted Share agreements and the
Plan, to prescribe, amend and rescind rules and regulations relating to the
Plan, to determine the terms and provisions of the respective option and
Restricted Share agreements, which need not be identical, and to make all other
determinations in the judgment of the Board of Directors necessary or desirable
for the administration of the Plan. The Board of Directors may correct any
defect or supply any omission or reconcile any inconsistency in the Plan or in
any option or Restricted Share agreement in the manner and to the extent it
shall deem expedient to carry the Plan into effect and it shall be the sole and
final judge of such expediency. No director or person acting pursuant to
authority delegated by the Board of Directors shall be liable for any action or
determination under the Plan made in good faith. The Board of Directors may, to
the full extent permitted by or consistent with applicable laws or regulations
(including, without limitation, applicable state law and Rule 16b-3 promulgated
under the Securities Exchange Act of 1934 (the "Exchange Act"), or any successor
rule ("Rule 16b-3")), delegate any or all of its powers under the Plan to a
committee (the "Committee") appointed by the Board of Directors, and if the
Committee is so appointed all references to the Board of Directors in the Plan
shall mean and relate to such Committee with respect to the powers so
delegated. Any director to whom an option or stock grant is awarded shall be
ineligible to vote upon his or her option or stock grant, but such option or
stock grant may be awarded any such director by a vote of the remainder of the
directors, except as limited below.




     (c)    
Applicability of Rule 16b-3. Those provisions of the Plan which make
express reference to Rule 16b-3 shall apply to the Corporation only at such time
as the Corporation's Common Stock is registered under the Exchange Act, and then
only to such persons as are required to file reports under Section 16(a) of the
Exchange Act (a "Reporting Person"). 

     (d)    
Compliance with Section 162(m) of the Code. Section 162(m) of the Code,
added by the Omnibus Budget Reconciliation Act of 1993, generally limits the tax
deductibility to publicly held companies of compensation in excess of $1,000,000
paid to certain “covered employees” (“Covered Employees”). It is the
Corporation’s intention to preserve the deductibility of such compensation to
the extent it is reasonably practicable and to the extent it is consistent with
the Corporation’s compensation objectives. For purposes of this Plan, Covered
Employees of the Corporation shall be those employees of the Corporation
described in Section 162(m)(3) of the Code. 

     (e)     Special
Provisions Applicable to Options Granted to Covered Employees. In order for
the full value of options granted to Covered Employees to be deductible by the
Corporation for federal income tax purposes, the Corporation may intend for such
options to be treated as “qualified performance based compensation” as described
in Treas. Reg. §1.162 -27(e) (or any successor regulation). In such case,
options granted to Covered Employees shall be subject to the following
additional requirements: 

          (i)     such options and rights shall be granted only by a
committee comprised solely of two or more “outside directors”, within the
meaning of Treas. Reg. 1.162.27(e)(3); and 

         
(ii)     the exercise price of such options shall in no
event be less than the Fair Market Value (as defined below) of the Common Stock
as of the date of grant of such options. 

     (f)     Section
409A of the Code. The Board of Directors may only grant those awards that
either comply with the applicable requirements of Section 409A of the Code, or
do not result in the deferral of compensation within the meaning of Section 409A
of the Code. 

3.     Eligibility. 

     (a)     (a)
General. Options and Restricted Shares may be granted to persons who are,
at the time of grant, in a Business Relationship (as defined below) with the
Corporation; provided, that Incentive Stock Options may only be granted
to individuals who are employees of the Corporation (within the meaning of
Section 3401(c) of the Code). A person who has been granted an option or
Restricted Shares may, if he or she is otherwise eligible, be granted additional
options or Restricted Shares if the Board of Directors shall so determine. For purposes of the Plan, “Business Relationship” means that a
person is serving the Corporation, its parent, if applicable, or any of its
subsidiaries, if applicable, in the capacity of an employee, officer, director,
advisor or consultant.





     (b)     Grant of Options to Reporting
Persons. From and after the registration of the Common Stock of the
Corporation under the Exchange Act, the selection of a director or an officer
who is a Reporting Person (as the terms "director" and "officer" are defined for
purposes of Rule 16b-3) as a recipient of an option or Restricted Shares, the
timing of the option or Restricted Share grant, the exercise price of the option
and the number of Restricted Shares or shares subject to the option shall be
determined either (i) by the Board of Directors, or (ii) by a committee
consisting of two or more "Non-Employee Directors" having full authority to act
in the matter. For the purposes of the Plan, a director shall be deemed to be a
"Non-Employee Director" only if such person qualifies as a "Non-Employee
Director" within the meaning of Rule 16b-3, as such term is interpreted from
time to time.

4.     Stock Subject to Plan. 

     The stock subject to options
granted under the Plan or grants of Restricted Shares shall be shares of
authorized but unissued or reacquired Common Stock. Subject to adjustment as
provided in Section 16 below, the maximum number of shares of Common Stock of
the Corporation (“Shares”) which may be issued and sold under the Plan is five
million Shares. If any Restricted Shares shall be reacquired by the Corporation,
forfeited or an option granted under the Plan shall expire, terminate or is
canceled for any reason without having been exercised in full, the forfeited
Restricted Shares or unpurchased Shares subject to such option shall again be
available for subsequent option or Restricted Share grants under the Plan.
Subject to adjustment in accordance with Section 16: 

    
(a)     No more than an aggregate of 10,000,000
Shares may be issued under Stock Options during the term of the Plan; 

    
(b)     No more than an aggregate of 10,000,000
Shares may be issued in the form of Restricted Shares during the term of the
Plan; and 

    
(c)     The maximum number of Shares with respect to which
options may be granted to any one person during any fiscal year of the
Corporation may not exceed 5% of the Corporation’s issued and outstanding shares
at the time of grant.

These limits shall be applied and
construed consistently with Section 162(m) of the Code. 

5.     Forms of Option and Restricted
Share Agreements. 

     As a condition to the grant of
Restricted Shares or an option under the Plan, each recipient of Restricted
Shares or an option shall execute an option or Restricted Share or Stock Option agreement in such form not inconsistent with the Plan as
may be approved by the Board of Directors. Such Option or Restricted Share
agreements may differ among recipients.




6.     Purchase Price. 

     (a)    
General. The purchase price per Share deliverable upon the exercise of an
option shall be determined by the Board of Directors at the time of grant of
such option; provided, however, that the exercise price of an
option shall not be less than 100% of the Fair Market Value (as hereinafter
defined) of a Share, at the time of grant of such option, or not less than 110%
of such Fair Market Value in the case of an Incentive Stock Option described in
Section 11(b). "Fair Market Value" of a Share as of a specified date for the
purposes of the Plan shall mean the closing price of a Share on the principal
securities exchange on which such Shares are traded on the day immediately
preceding the date as of which Fair Market Value is being determined, or on the
next preceding date on which such Shares are traded if no shares were traded on
such immediately preceding day, or if the Shares are not traded on a securities
exchange, Fair Market Value shall be deemed to be the average of the high bid
and low asked prices of the Shares in the over-the-counter market on the day
immediately preceding the date as of which Fair Market Value is being determined
or on the next preceding date on which such high bid and low asked prices were
recorded. In no case shall Fair Market Value be determined with regard to
restrictions other than restrictions which, by their terms, will never lapse.
The Board of Directors may also permit optionees, either on a selective or
aggregate basis, to simultaneously exercise options and sell the Shares thereby
acquired, pursuant to a brokerage or similar arrangement, approved in advance by
the Board of Directors, and to use the proceeds from such sale as payment of the
purchase price of such shares. 

     (b)     Payment
of Purchase Price. Options granted under the Plan may provide for the
payment of the exercise price by delivery of cash or a check to the order of the
Corporation in an amount equal to the exercise price of such options, or, to the
extent provided in the applicable option agreement, (i) by delivery to the
Corporation of Shares having a Fair Market Value on the date of exercise equal
in amount to the exercise price of the options being exercised, (ii) through any
cashless exercise feature that may be included in the option agreement covering
a particular option grant, (iii) by any other means which the Board of Directors
determines are consistent with the purpose of the Plan and with applicable laws
and regulations (including, without limitation, the provisions of Rule 16b-3 and
Regulation T promulgated by the Federal Reserve Board) or (iv) by any
combination of such methods of payment.

7.     Option Period. 

     Subject to earlier termination as
provided in the Plan, each option and all rights thereunder shall expire on such
date as determined by the Board of Directors and set forth in the applicable
option agreement, provided, that such date shall not be later than (10)
ten years after the date on which the option is granted. 




8.     Exercise of Options. 

     Each option granted under the Plan
shall be exercisable either in full or in installments at such time or times and
during such period as shall be set forth in the option agreement evidencing such
option, subject to the provisions of the Plan. No option granted to a Reporting
Person for purposes of the Exchange Act, however, shall be exercisable during
the first six months after the date of grant. Subject to the requirements in the
immediately preceding sentence, if an option is not at the time of grant
immediately exercisable, the Board of Directors may (i) in the agreement
evidencing such option, provide for the acceleration of the exercise date or
dates of the subject option upon the occurrence of specified events, and/or (ii)
at any time prior to the complete termination of an option, accelerate the
exercise date or dates of such option, unless it would cause an option that
otherwise qualified as an Incentive Stock Option to lose Incentive Stock Option
treatment by application of Section 422(d)(1) of the Code and Section 11(c) of
the Plan. 

9.     Non-transferability of
Options. 

     No option granted under this Plan
shall be assignable or otherwise transferable by the optionee except by will or
by the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined in the Code or Title I of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), or the rules thereunder. An
option may be exercised during the lifetime of the optionee only by the
optionee. In the event an optionee dies during his employment by the Corporation
or any of its subsidiaries, or during the five year period following the date of
termination of such employment, his option shall thereafter be exercisable,
during the period specified to the full extent to which such option was
exercisable by the optionee at the time of his death during the periods set
forth in Section 10 or 11(d). If any optionee should attempt to dispose of or
encumber his or her options, other than in accordance with the applicable terms
of this Plan or the applicable option agreement, his or her interest in such
options shall terminate. 

10.     Effect of Termination of
Employment or Other Relationship. 

     Except as provided in Section 11(d)
with respect to Incentive Stock Options, and subject to the provisions of the
Plan and the applicable option agreement, an optionee may exercise an option
(but only to the extent such option was exercisable at the time of termination
of the optionee’s employment or other relationship with the Corporation) at any
time within five (5) years following the termination of the optionee's
employment or other relationship with the Corporation or within one (1) year if
such termination was due to the death or disability of the optionee, but, except
in the case of the optionee's death, in no event later than the expiration date
of the Option. If the termination of the optionee's employment is for cause or
is otherwise attributable to a breach by the optionee of an employment or
confidentiality or non-disclosure agreement, the option shall expire immediately
upon such termination. The Board of Directors shall have the power to determine
what constitutes a termination for cause or a breach of an employment or
confidentiality or non-disclosure agreement, whether an optionee has been terminated for cause or has breached such an agreement, and the
date upon which such termination for cause or breach occurs. Any such
determinations shall be final and conclusive and binding upon the optionee.




11.     Incentive Stock Options.


     Options granted under the Plan which
are intended to be Incentive Stock Options shall be subject to the following
additional terms and conditions: 

     (a)     Express
Designation. All Incentive Stock Options granted under the Plan shall, at
the time of grant, be specifically designated as such in the option agreement
covering such Incentive Stock Options. 

     (b)     10%
Stockholder. If any employee to whom an Incentive Stock Option is to be
granted under the Plan is, at the time of the grant of such option, the owner of
stock possessing more than 10% of the total combined voting power of all classes
of stock of the Corporation (after taking into account the attribution of stock
ownership rules of Section 424(d) of the Code), then the following special
provisions shall be applicable to the Incentive Stock Option granted to such
individual: 

    
(i)     The purchase price per share of the Common Stock
subject to such Incentive Stock Option shall not be less than 110% of the Fair
Market Value of one share of Common Stock at the time of grant; and 

    
(ii)     the option exercise period shall not exceed five
years from the date of grant. 

     (c)     Dollar
Limitation. For so long as the Code shall so provide, options granted to any
employee under the Plan (and any other incentive stock option plans of the
Corporation) which are intended to constitute Incentive Stock Options shall not
constitute Incentive Stock Options to the extent that such options, in the
aggregate, become exercisable for the first time in any one calendar year for
shares of Common Stock with an aggregate Fair Market Value, as of the respective
date or dates of grant, of more than $100,000 (or such other limitations as the
Code may provide). 

     (d)    
Termination of Employment, Death or Disability. No Incentive Stock Option
may be exercised unless, at the time of such exercise, the optionee is, and has
been continuously since the date of grant of his or her option, employed by the
Corporation, except that, unless otherwise specified in the applicable option
agreement: 

    
(i)     an Incentive Stock Option may be exercised within
the period of three months after the date the optionee ceases to be an employee
of the Corporation (or within such lesser period as may be specified in the
applicable option agreement), provided, that the agreement with respect
to such option may designate a longer exercise period and that the exercise after
such three-month period shall be treated as the exercise of a non-statutory
option under the Plan;




    
(ii)     if the optionee dies while in the employ of the
Corporation, or within three months after the optionee ceases to be such an
employee, the Incentive Stock Option may be exercised by the person to whom it
is transferred by will or the laws of descent and distribution within the period
of one year after the date of death (or within such lesser period as may be
specified in the applicable option agreement); and 

    
(iii)     if the optionee becomes disabled (within the
meaning of Section 22(e)(3) of the Code or any successor provisions thereto)
while in the employ of the Corporation, the Incentive Stock Option may be
exercised within the period of one year after the date the optionee ceases to be
such an employee because of such disability (or within such lesser period as may
be specified in the applicable option agreement). 

For all purposes of the Plan and any option granted hereunder,
"employment" shall be defined in accordance with the provisions of Section 1.421
-1(h) of the Income Tax Regulations (or any successor regulations).
Notwithstanding the foregoing provisions no Incentive Stock Option may be
exercised after its expiration date. 

12.     Restricted Shares. 

     (a)    
Awards. The Board of Directors may from time to time in its discretion
award Restricted Shares to persons having a Business Relationship with the
Corporation and may determine the number of Restricted Shares awarded and the
terms and conditions of, and the amount of payment, if any, to be made by such
persons. Each award of Restricted Shares will be evidenced by a written
agreement executed on behalf of the Corporation and containing terms and
conditions not inconsistent with the Plan as the Board of Directors shall
determine to be appropriate in its sole discretion. 

     (b)    
Restricted Period; Lapse of Restrictions. At the time an award of
Restricted Shares is made, the Board of Directors shall establish a period of
time (the “Restricted Period”) applicable to such award which shall not be more
than ten years. Each award of Restricted Shares may have a different Restricted
Period. In lieu of establishing a Restricted Period, the Board of Directors may
establish restrictions based only on the achievement of specified performance
measures or a time release schedule. At the time an award is made, the Board of
Directors may, in its discretion, prescribe conditions for the incremental lapse
of restrictions during the Restricted Period and for the lapse or termination of
restrictions upon the occurrence of other conditions in addition to or other
than the expiration of the Restricted Period with respect to all or any portion
of the Restricted Shares. Such conditions may include, without limitation, the
death or disability of the participant to whom Restricted Shares are awarded,
retirement of the participant pursuant to normal or early retirement under any
retirement plan of the Corporation or termination by the Corporation of the
participant’s employment other than for cause, or the occurrence of a change in control of the
Corporation. Such conditions may also include performance measures, which, in
the case of any such award of Restricted Shares to a participant who is a
“covered employee” within the meaning of Section 162(m) of the Code, shall be
based on one or more of the following criteria: earnings per share, market value
per share, return on invested capital, return on operating assets and return on
equity. The Board of Directors may also, in its discretion, shorten or terminate
the Restricted Period or waive any conditions for the lapse or termination of
restrictions with respect to all or any portion of the Restricted Shares at any
time after the date the award is made.




     (c)     Rights
of Holder; Limitations Thereon. Upon an award of Restricted Shares, a
stock certificate representing the number of Restricted Shares awarded to the
participant shall be registered in the participant’s name and, at the discretion
of the Board of Directors, will be either delivered to the participant with an
appropriate legend or held in custody by the Corporation or a bank for the
participant’s account. The participant shall generally have the rights and
privileges of a stockholder as to such Restricted Shares, including the right to
vote such Restricted Shares, except that the following restrictions shall apply:
(i) with respect to each Restricted Share, the participant shall not be entitled
to delivery of an unlegended certificate until the expiration nor termination of
the Restricted Period, and the satisfaction of any other conditions prescribed
by the Board of Directors, relating to such Restricted Share; (ii) with respect
to each Restricted Share, such share may not be sold, transferred, assigned,
pledged, or otherwise encumbered or disposed of until the expiration of the
Restricted Period, and the satisfaction of any other conditions prescribed by
the Board of Directors, relating to such Restricted Share (except, subject to
the provisions of the participant’s stock restriction agreement, by will or the
laws of descent and distribution or pursuant to a qualified domestic relations
order as defined by the Code or Title I of ERISA or the rules promulgated
thereunder) and (iii) all of the Restricted Shares as to which restrictions have
not at the time lapsed shall be forfeited and all rights of the participant to
such Restricted Shares shall terminate without further obligation on the part of
the Corporation unless the participant has remained in a Business Relationship
with the Corporation or any of its subsidiaries until the expiration or
termination of the Restricted Period and the satisfaction of any other
conditions prescribed by the Board of Directors applicable to such Restricted
Shares. Upon the forfeiture of any Restricted Shares, such forfeited shares
shall be transferred to the Corporation without further action by the
participant. At the discretion of the Board of Directors, cash and stock
dividends with respect to the Restricted Shares may be either currently paid or
withheld by the Corporation for the participant’s account, and interest may be
paid on the amount of cash dividends withheld at a rate and subject to such
terms as determined by the Board of Directors. The participant shall have the
same rights and privileges, and be subject to the same restrictions, with
respect to any shares received pursuant to Section 16 hereof. 

     (d)    
Delivery of Unrestricted Shares. Upon the expiration or
termination of the Restricted Period and the satisfaction of any other
conditions prescribed by the Board of Directors, the restrictions applicable to
the Restricted Shares shall lapse and a stock certificate for the number of
Restricted Shares with respect to which the restrictions have lapsed shall be
delivered, free of all such restrictions, except any that may be imposed by law
including without limitation securities laws, to the participant or the
participant’s beneficiary or estate, as the case may be. The Corporation shall
not be required to deliver any fractional share of Common Stock but will pay, in lieu thereof, the fair market value
(determined as of the date the restrictions lapse) of such fractional share to
the participant or the participant’s beneficiary or estate, as the case may be. 




13.     Additional Provisions. 

     (a)    
Additional Provisions. The Board of Directors may, in its sole
discretion, include additional provisions in option or Restricted Stock
agreements covering options or Restricted Stock granted under the Plan,
including without limitation, restrictions on transfer, repurchase rights,
rights of first refusal, commitments to pay cash bonuses, to make, arrange for
or guaranty loans or to transfer other property to optionees upon exercise of
options, or such other provisions as shall be determined by the Board of
Directors; provided, that such additional provisions shall not be
inconsistent with any other term or condition of the Plan and such additional
provisions shall not cause any Incentive Stock Option granted under the Plan to
fail to qualify as an Incentive Stock Option within the meaning of Section 422
of the Code or result in the imposition of an additional tax under Section 409A
of the Code. 

     (b)    
Acceleration, Extension, Etc. The Board of Directors may, in its sole
discretion, (i) accelerate the date or dates on which all or any particular
option or options granted under the Plan may be exercised or (ii) extend the
dates during which all, or any particular, option or options granted under the
Plan may be exercised if it would not cause any Incentive Stock Option granted
under the Plan to fail to qualify as an Incentive Stock Option within the
meaning of Section 422 of the Code or result in the imposition of an additional
tax under Section 409A of the Code. 

14.     General Restrictions. 

     (a)    
Investment Representations. The Corporation may require any person to
whom Restricted Shares or an option is granted, as a condition of receiving such
Restricted Shares or exercising such option, to give written assurances in
substance and form satisfactory to the Corporation to the effect that such
person is acquiring the Restricted Shares or Common Stock subject to the option
for his or her own account for investment and not with any present intention of
selling or otherwise distributing the same, and to such other effects as the
Corporation deems necessary or appropriate in order to comply with federal and
applicable state securities laws, or with covenants or representations made by
the Corporation in connection with any public offering of its Common Stock. 

     (b)    
Compliance with Securities Law. Each option and grant of Restricted
Shares shall be subject to the requirement that if, at any time, counsel to the
Corporation shall determine that the listing, registration or qualification of
the Restricted Shares or shares subject to such option upon any securities
exchange or under any state or federal law, or the consent or approval of any
governmental or regulatory body, or that the disclosure of non-public
information or the satisfaction of any other condition is necessary as a
condition of, or in connection with the issuance or purchase of shares
thereunder, such Restricted Shares shall not be granted and such option may not be exercised, in whole or in part, unless such
listing, registration, qualification, consent or approval, or satisfaction of
such condition shall have been effected or obtained on conditions acceptable to
the Board of Directors. Nothing herein shall be deemed to require the
Corporation to apply for or to obtain such listing, registration or
qualification, or to satisfy such condition.




15.     Rights as a Stockholder.


     The holder of an option shall have no
rights as a stockholder with respect to any shares covered by the option
(including, without limitation, any rights to receive dividends or non-cash
distributions with respect to such shares) until the date of issue of a stock
certificate to him or her for such shares. No adjustment shall be made for
dividends or other rights for which the record date is prior to the date such
stock certificate is issued. 

16.     Adjustment Provisions for
Recapitalization, Reorganizations and Related Transactions. 

     (a)    
Recapitalization and Related Transactions. If, through or as a result of
any recapitalization, reclassification, stock dividend, stock split, reverse
stock split or other similar transaction, (i) the outstanding shares of Common
Stock are increased, decreased or exchanged for a different number or kind of
shares or other securities of the Corporation, or (ii) additional shares or new
or different shares or other non-cash assets are distributed with respect to
such shares of Common Stock or other securities, an appropriate and
proportionate adjustment shall be made in (x) the maximum number and kind of
shares reserved for issuance under the Plan, (y) the number and kind of
Restricted Shares granted and shares or other securities subject to any then
outstanding options under the Plan, and (z) the exercise price for each share
subject to any then outstanding options under the Plan, without changing the
aggregate purchase price as to which such options remain exercisable.
Notwithstanding the foregoing, no adjustment shall be made pursuant to this
Section 16 if such adjustment (i) would cause the Plan to fail to comply with
Section 422 of the Code or with Rule 16b-3 or (ii) would be considered as the
adoption of a new plan requiring stockholder approval. 

     (b)    
Reorganization, Merger and Related Transactions. If the Corporation shall
be the surviving corporation in any reorganization, merger or consolidation of
the Corporation with one or more other corporations, any then outstanding
Restricted Shares or option granted pursuant to the Plan shall pertain to and
apply to the securities to which a holder of the number of shares of Common
Stock subject to such Restricted Shares or options would have been entitled
immediately following such reorganization, merger, or consolidation, with a
corresponding proportionate adjustment of the purchase price as to which such
options may be exercised so that the aggregate purchase price as to which such
options may be exercised shall be the same as the aggregate purchase price as to
which such options may be exercised for the shares remaining subject to the
options immediately prior to such reorganization, merger, or consolidation. 

     (c)     Board
Authority to Make Adjustments. Any adjustments made under this Section 16
will be made by the Board of Directors, whose determination as to what
adjustments, if any, will be made and the extent thereof will be final, binding and
conclusive. No fractional shares will be issued under the Plan on account of any
such adjustments.




17.     Merger, Consolidation, Asset
Sale, Liquidation, Etc. 

     (a)    
General. In the event of a consolidation or merger in which the
Corporation is not the surviving corporation, or sale of all or substantially
all of the assets of the Corporation in which outstanding shares of Common Stock
are exchanged for securities, cash or other property of any other corporation or
business entity or in the event of a liquidation of the Corporation
(collectively, a "Corporate Transaction"), the Board of Directors of the
Corporation, or the board of directors of any corporation assuming the
obligations of the Corporation, may, in its discretion, take any one or more of
the following actions, as to outstanding options: (i) provide that such
Restricted Shares or options shall be assumed, or equivalent Restricted Shares
or options shall be substituted, by the acquiring or succeeding corporation (or
an affiliate thereof), provided that any such options substituted for
Incentive Stock Options shall meet the requirements of Section 424(a) of the
Code, (ii) upon written notice, provide that all unexercised options and
Restricted Shares will terminate immediately prior to the consummation of such
transaction unless such options are exercised by the optionee within a specified
period following the date of such notice, (iii) in the event of a Corporate
Transaction under the terms of which holders of the Common Stock of the
Corporation will receive upon consummation thereof a cash payment for each share
surrendered in the Corporate Transaction (the "Transaction Price"), make or
provide for a cash payment to the optionees equal to the difference between (A)
the Transaction Price times the number of shares of Common Stock subject to such
outstanding options (to the extent then exercisable at prices not in excess of
the Transaction Price) and (B) the aggregate exercise price of all such
outstanding options in exchange for the termination of such options, and (iv)
provide that all restrictions on Restricted Shares shall lapse in full or in
part and all or any outstanding options shall become exercisable in full or in
part immediately prior to such event. 

     (b)    
Substitute Restricted Shares or Options. The Corporation may grant
Restricted Shares or options under the Plan in substitution for Restricted
Shares or options held by persons in a Business Relationship with another
corporation who enter into a Business Relationship with the Corporation, or a
subsidiary of the Corporation, as the result of a merger or consolidation of the
employing corporation with the Corporation or a subsidiary of the Corporation,
or as a result of the acquisition by the Corporation, or one of its
subsidiaries, of property or stock of the other corporation. The Corporation may
direct that substitute Restricted Shares or options be granted on such terms and
conditions as the Board of Directors considers appropriate in the circumstances.


18.     No Special Employment
Rights. 

     Nothing contained in the Plan or in
any Restricted Share or option agreement shall confer upon any holder of
Restricted Shares or optionee any right with respect to the continuation of his
or her employment by, or other Business Relationship with, the Corporation or
interfere in any way with the right of the Corporation at any time to terminate
such employment or Business Relationship or to increase or decrease the
compensation of the optionee.




19.     Other Employee Benefits.


     Except as to plans which by their
terms include such amounts as compensation, the amount of any compensation
deemed to be received by an employee as a result of the grant of Restricted
Shares or lapse of restrictions thereon, the exercise of an option or the sale
of shares received upon such exercise will not constitute compensation with
respect to which any other employee benefits of such employee are determined,
including, without limitation, benefits under any bonus, pension,
profit-sharing, life insurance or salary continuation plan, except as otherwise
specifically determined by the Board of Directors. 

20.     Amendment of the Plan. 

     (a)     The Board
of Directors may at any time, and from time to time, modify or amend the Plan in
any respect, except that if at any time the approval of the stockholders of the
Corporation is required under Section 422 of the Code or any successor provision
with respect to Incentive Stock Options, or the legal requirements relating to
the administration of equity compensation plans, if any, under applicable
provisions of federal securities laws, applicable state corporate and securities
laws, the Code, the rules of any applicable stock exchange or national market
system or quotation system on which the Common Stock is listed or quoted, and
the applicable laws and rules of any foreign country or jurisdiction where
awards are, or will be, granted under the Plan. 

     (b)     The
termination or any modification or amendment of the Plan shall not, without the
consent of an optionee or holder of Restricted Shares, affect his or her rights
under an option or grant of Restricted Shares previously granted to him or her.
With the consent of the optionee or holder of Restricted Shares affected, the
Board of Directors may amend outstanding option or Restricted Share agreements
in a manner not inconsistent with the Plan. The Board of Directors shall have
the right to amend or modify the terms and provisions of the Plan and of any
outstanding Incentive Stock Options granted under the Plan to the extent
necessary to qualify any or all such options for such favorable federal income
tax treatment (including deferral of taxation upon exercise) as may be afforded
incentive stock options under Section 422 of the Code. 




21.     Withholding. 

     (a)     The
Corporation shall have the right to deduct from payments of any kind otherwise
due to the optionee or holder of Restricted Shares any federal, state or local
taxes of any kind required by law to be withheld with respect to any shares
issued upon exercise of options or lapse of restrictions on Restricted Shares
under the Plan. Subject to the prior approval of the Corporation, which may be
withheld by the Corporation in its sole discretion, the optionee or holder of
Restricted Shares may elect to satisfy such obligations, in whole or in part,
(i) by causing the Corporation to withhold shares of Common Stock otherwise
issuable pursuant to the exercise of an option or lapse of restrictions on
Restricted Shares or (ii) by delivering to the Corporation shares of Common
Stock already owned by the optionee or holder of Restricted Shares. The shares
so delivered or withheld shall have a Fair Market Value equal to such
withholding obligation as of the date that the amount of tax to be withheld is
to be determined. An optionee who has made an election pursuant to this Section
21(a) may satisfy his or her withholding obligation only with shares of Common
Stock which are not subject to any repurchase, forfeiture, unfulfilled vesting
or other similar requirements. 

     (b)     The
acceptance of shares of Common Stock upon exercise of an Incentive Stock Option
shall constitute an agreement by the optionee (i) to notify the Corporation if
any or all of such shares are disposed of by the optionee within two years from
the date the option was granted or within one year from the date the shares were
transferred to the optionee pursuant to the exercise of the option, and (ii) if
required by law, to remit to the Corporation, at the time of and in the case of
any such disposition, an amount sufficient to satisfy the Corporation's federal,
state and local withholding tax obligations with respect to such disposition,
whether or not, as to both (i) and (ii), the optionee is in the employ of the
Corporation at the time of such disposition. 

     (c)    
Notwithstanding the foregoing, in the case of a Reporting Person whose options
have been granted in accordance with the provisions of Section 3(b) herein, no
election to use shares for the payment of withholding taxes shall be effective
unless made in compliance with any applicable requirements of Rule 16b-3. 

22.     Section 162(m) of the Code.
The Board of Directors, in its sole discretion, may require that one or more
agreements contain provisions which provide that, in the event Section 162(m) of
the Code, or any successor provision relating to excessive employee
remuneration, would operate to disallow a deduction by the Corporation for all
or part of any payment of an award under the Plan, a grantee’s receipt of the
portion that would not be deductible by the Corporation shall be deferred to
either the earliest date at which the Board reasonably anticipates that the
grantee's remuneration either does not exceed the limit set forth in Section
162(m) of the Code or is not subject to Section 162(m) of Code, or the calendar
year in which the grantee separates from service. This Section 22 shall be
applied and construed consistently with Section 409A of the Code and the
regulations (and guidance) thereunder. 




23.     Effective Date and Duration of
the Plan. 

     (a)    
Effective Date. The Plan shall become effective when adopted by the Board
of Directors, but no Incentive Stock Option granted under the Plan shall become
exercisable unless and until the Plan shall have been approved by the
Corporation's stockholders. If such stockholder approval is not obtained within
twelve (12) months after the date of the Board's adoption of the Plan, no
options previously granted under the Plan shall be deemed to be Incentive Stock
Options and no Incentive Stock Options shall be granted thereafter. Amendments
to the Plan not requiring stockholder approval shall become effective when
adopted by the Board of Directors; amendments requiring stockholder approval (as
provided in Section 20) shall become effective when adopted by the Board of
Directors, but no Incentive Stock Option granted after the date of such
amendment shall become exercisable (to the extent that such amendment to the
Plan was required to enable the Corporation to grant such Incentive Stock Option
to a particular optionee) unless and until such amendment shall have been
approved by the Corporation's stockholders. If such stockholder approval is not
obtained within twelve (12) months of the Board's adoption of such amendment,
any Incentive Stock Options granted on or after the date of such amendment shall
terminate to the extent that such amendment to the Plan was required to enable
the Corporation to grant such option to a particular optionee. Subject to this
limitation, options may be granted under the Plan at any time after the
effective date and before the date fixed for termination of the Plan. 

     (b)    
Termination. Unless sooner terminated in accordance with Section 17, the
Plan shall terminate upon the earlier of (i) the close of business on the day
next preceding the tenth anniversary of the date of its adoption by the Board of
Directors, or (ii) the date on which all shares available for issuance under the
Plan shall have been issued pursuant to the exercise or cancellation of
Restricted Shares or options granted under the Plan. If the date of termination
is determined under (i) above, then Restricted Shares or options outstanding on
such date shall continue to have force and effect in accordance with the
provisions of the instruments evidencing such Restricted Shares or options. 

24.     Governing Law. 

     The provisions of this Plan shall be
governed and construed in accordance with the laws of the State of Nevada
without regard to the principles of conflicts of laws. 

Adopted by the Board of Directors on July 22, 2014