RepliCel Life Sciences Inc.: Exhibit 4.4 - Filed by newsfilecorp.com





REPLICEL LIFE SCIENCES INC. 

2010 STOCK OPTION PLAN 

This 2010 Stock Option Plan (the “Plan”) provides for the grant
of options to acquire shares of common stock (the “Common Stock”), of RepliCel
Life Sciences Inc., an Ontario company (the “Company”). For the purposes of
Eligible Employees (as defined below) who are subject to tax in the United
States, stock options granted under this Plan that qualify under Section 422 of
the United States Internal Revenue Code of 1986, as amended (the “Code”), are
referred to in this Plan as “Incentive Stock Options”. Incentive Stock Options
and stock options that do not qualify under Section 422 of the Code
(“Non-Qualified Stock Options”) and stock options granted to non-United States
residents under this Plan are referred to collectively as “Options”. 

1.                   
 PURPOSE 

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

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

2.                   
 ADMINISTRATION 

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

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

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

2.4                  
The Board may at any time amend, suspend or terminate the Plan, subject to such
shareholder approval as may be required by Applicable Laws provided that: 

	 	(a) 	
      no Options may be granted during any suspension of the
      Plan or after termination of the Plan; and







- 2 - 

	 	(b) 	
      any amendment, suspension or termination of the Plan will
      not affect Options already granted, and such Options will remain in full
      force and affect as if the Plan had not been amended, suspended or
      terminated, unless mutually agreed otherwise between the Optionee (as
      defined below) and the Plan Administrator, which agreement will have to be
      in writing and signed by the Optionee and the
Company.



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


	 	(a) 	
      construe and interpret this Plan;

	 	 	 
	 	(b) 	
      define the terms used in the Plan;

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

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

	 	 	 
	 	(e) 	
      grant Options under this Plan;

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

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

	 	 	 
	 	(h) 	
      determine the number of shares of Common Stock subject to
      each Option, the exercise price of each Option, the duration of each
      Option and the times at which each Option shall become
  exercisable;

	 	 	 
	 	(i) 	
      determine all other terms and conditions of the
      Options;

	 	 	 
	 	(j) 	
      approve the form of Agreements used under this Plan;
      and

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



2.6                   All
decisions, determinations and interpretations made by the Plan Administrator
shall be binding and conclusive on all participants in the Plan and on their
legal representatives, heirs and beneficiaries, subject to any contrary
determination by the Board. 

3.                    
ELIGIBILITY 

3.1                   Incentive
Stock Options may be granted to any individual who, at the time the Option is
granted, is an employee of the Company or any Related Company (as defined below)
(“Eligible Employees”) subject to tax in the United States. 

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

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




- 3 - 

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

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

4.                   
 STOCK 

4.1                  
The Plan Administrator is authorized to grant Options to acquire shares of the
Company’s authorized but unissued, or reacquired, Common Stock up to 10% of the
outstanding Common Stock at the time of the grant. The number of shares with
respect to which Options may be granted hereunder is subject to adjustment as
set forth in Section 5.1(m) hereof. In the event that any outstanding Option
expires or is terminated for any reason, the shares of Common Stock allocable to
the unexercised portion of such Option may again be subject to an Option granted
to the same Optionee or to a different person eligible under Section 3 of this
Plan. 

5.                   
 TERMS AND CONDITIONS OF OPTIONS 

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

	 	(a) 	
      Number of Shares and Type of Option

	 	 	 	 
	 		
      Each Agreement shall state the number of shares of Common
      Stock to which it pertains and, for Optionees subject to tax in the United
      States, whether the Option is intended to be an Incentive Stock Option or
      a Non-Qualified Stock Option, provided that:

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

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

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

	 	 	 	 
	 	(b) 	
      Date of Grant

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

	 	 	 	 
	 	(c) 	
      Option Price

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







- 4 - 

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

	 	 	 
	 	(ii) 	
      with respect to Incentive Stock Options granted to
      greater-than-ten percent (>10%) shareholders of the Company (as
      determined with reference to Section 424(d) of the Code), the exercise
      price per share shall not be less than one hundred ten percent (110%) of
      the Fair Market Value (as such term is defined in (v) below) per share of
      the Common Stock at the Date of Grant as determined by the Plan
      Administrator in good faith;

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

	 	 	 
	 	(iv) 	
      with respect to Non-Qualified Stock Options, the exercise
      price per share shall be determined by the Plan Administrator at the time
      the Option is granted.

	 	 	 
	 	(v) 	
      For the purposes of the Plan, “Fair Market Value” means,
      with respect to the Common Stock and as of the date an Incentive Stock
      Option is granted hereunder, the market price per share of such Common
      Stock determined by the Committee, consistent with the requirements of
      Section 422 of the Code and to the extent consistent therewith, as
      follows: (i) if the Common Stock was traded on a stock exchange on the
      date in question, then the Fair Market Value will be equal to the closing
      price reported by the applicable composite-transactions report for such
      date; (ii) if the Common Stock was traded over- the-counter on the date in
      question and was classified as a national market issue, then the Fair
      Market Value will be equal to the last-transaction price quoted by the
      applicable trading market’s system for such date; (iii) if the Stock was
      traded over-the-counter on the date in question but was not classified as
      a national market issue, then the Fair Market Value will be equal to the
      average of the last reported representative bid and asked prices quoted by
      the applicable trading market’s system for such date; and (iv) if none of
      the foregoing provisions is applicable, then the Fair Market Value will be
      determined by the Committee in good faith on such basis as it deems
      appropriate.




	 	(d) 	
      Duration of Options

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

	 	 	 
	 	(e) 	
      Vesting Schedule

	 	 	 
	 		
      No Option shall be exercisable until it has vested. The
      vesting schedule for each Option shall be specified by the Plan
      Administrator at the time of grant of the Option prior to the provision of
      services with respect to which such Option is granted; provided
      that if no vesting schedule is specified at the time of grant, the
      Option shall vest as follows:







- 5 - 

	 	(i) 	
      90 days after the Date of Grant, the Option shall vest
      and shall become exercisable with respect to 25% of the Common Stock to
      which it pertains;

	 	 	 
	 	(ii) 	
      on the first anniversary of the Date of Grant, the Option
      shall vest and shall become exercisable with respect to an additional 25%
      of the Common Stock to which it pertains;

	 	 	 
	 	(iii) 	
      on the second anniversary of the Date of Grant, the
      Option shall vest and shall become exercisable with respect to an
      additional 25% of the Common Stock to which it pertains; and

	 	 	 
	 	(iv) 	
      on the third anniversary of the Date of Grant, the Option
      shall vest and shall become exercisable with respect to balance of the
      Common Stock to which it pertains.




	 		
      The Plan Administrator may specify a vesting schedule for
      all or any portion of an Option based on the achievement of performance
      objectives established in advance of the commencement by the Optionee of
      services related to the achievement of the performance objectives.
      Performance objectives shall be expressed in terms of one or more of the
      following: return on equity, return on assets, share price, market share,
      sales, earnings per share, costs, net earnings, net worth, inventories,
      cash and cash equivalents, gross margin or the Company’s performance
      relative to its internal business plan, or such other terms as determined
      and directed by the Board. Performance objectives may be in respect of the
      performance of the Company as a whole (whether on a consolidated or
      unconsolidated basis), a Related Company, or a subdivision, operating
      unit, product or product line of either of the foregoing. Performance
      objectives may be absolute or relative and may be expressed in terms of a
      progression or a range. An Option that is exercisable (in full or in part)
      upon the achievement of one or more performance objectives may be
      exercised only following written notice to the Optionee and the Company by
      the Plan Administrator that the performance objective has been
      achieved.

	 	 	 
	 	(f) 	
      Reserved.

	 	 	 
	 	(g) 	
      Term of Option




	 	(i) 	
      Options that have vested as specified by the Plan
      Administrator or in accordance with this Plan, shall terminate, to the
      extent not previously exercised, upon the occurrence of the first of the
      following events:

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

	 	 	 	 
	 		B. 	
      the date of an Optionee’s termination of employment or
      contractual relationship with the Company or any Related Company for cause
      (as determined in the sole discretion of the Plan
Administrator);

	 	 	 	 
	 		C. 	
      the expiration of three (3) months from the date of (i)
      an Optionee’s termination of employment or contractual relationship with
      the Company or any Related Company for any reason whatsoever other than
      cause, death or Disability (as defined below), or (ii) an Optionee’s
      resignation as an officer, director, employee or consultant of the Company
      or any Related Company; or

	 	 	 	 
	 		D. 	
      the expiration of one year (1) from termination of an
      Optionee’s employment or contractual relationship by reason of death or
      Disability (as defined below).

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







- 6 - 

	 	(iii) 	
      For purposes of the Plan, unless otherwise defined in the
      Agreement, “Disability” shall mean medically determinable physical or
      mental impairment which has lasted or can be expected to last for a
      continuous period of not less than six (6) months or that can be expected
      to result in death. The Plan Administrator shall determine whether an
      Optionee has incurred a Disability on the basis of medical evidence
      acceptable to the Plan Administrator. Upon making a determination of
      Disability, the Plan Administrator shall, for purposes of the Plan,
      determine the date of an Optionee’s termination of employment or
      contractual relationship.

	 	 	 
	 	(iv) 	
      Unless accelerated in accordance with Section 5.1(f)
      above, unvested Options shall terminate immediately upon the Optionee
      resigning from or the Company terminating the Optionee’s employment or
      contractual relationship with the Company or any Related Company for any
      reason whatsoever, including death or Disability.

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





	 	(h) 	
      Exercise of Options

	 	 	 	 
	 		(i) 	
      Options shall be exercisable, in full or in part, at any
      time after vesting, until termination. If less than all of the shares
      included in the vested portion of any Option are purchased, the remainder
      may be purchased at any subsequent time prior to the expiration of the
      Option term. No portion of any Option for less than fifty (50) shares (as
      adjusted pursuant to Section 5.1(m) below) may be exercised;
      provided, that if the vested portion of any Option is less than
      fifty (50) shares, it may be exercised with respect to all shares for
      which it is vested. Only whole shares may be issued pursuant to an Option,
      and to the extent that an Option covers less than one (1) share, it is
      unexercisable.

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

	 	 	 	 
	 		(iii) 	
      During the lifetime of an Optionee, Options are
      exercisable only by the Optionee or in the case of a Non-Qualified Stock
      Option, transferee who takes title to such Option in the manner permitted
      by subsection 5.1(k) hereof.

	 	 	 	 
	 	(i) 	
      Payment upon Exercise of Option

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







- 7 - 

	 	(i) 	
      by delivering to the Company shares of Common Stock
      previously held by such Holder, or by the Company withholding shares of
      Common Stock otherwise deliverable pursuant to exercise of the Option,
      which shares of Common Stock received or withheld shall have a fair market
      value at the date of exercise (as determined by the Plan Administrator)
      equal to the aggregate exercise price to be paid by the Optionee upon such
      exercise; or

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




	 	(j) 	
      No Rights as a Shareholder

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

	 	 	 
	 	(k) 	
      Transfer of Option




	 	(i) 	
      Options granted under this Plan and the rights and
      privileges conferred by this Plan may not be transferred, assigned,
      pledged or hypothecated in any manner (whether by operation of law or
      otherwise) other than by will or by applicable laws of descent and
      distribution or pursuant to a qualified domestic relations order, and
      shall not be subject to execution, attachment or similar process;
      provided however that, subject to applicable
laws:




	 	A. 	
      for Incentive Stock Options and if permitted by
      applicable law at the time, any Agreement may provide or be amended to
      provide that an Option to which it relates is transferable without payment
      of consideration to immediate family members of the Optionee or to trusts
      or partnerships or limited liability companies established exclusively for
      the benefit of the Optionee and the Optionee’s immediate family members;
      or

	 	 	 
	 	B. 	
      for Non-Qualified Stock Options, the Optionee’s heirs or
      administrators may exercise any portion of the outstanding Options within
      one year of the Optionee’s death.




	 	(ii) 	
      Upon any attempt to transfer, assign, pledge, hypothecate
      or otherwise dispose of any Option or of any right or privilege conferred
      by this Plan contrary to the provisions hereof, or upon the sale, levy or
      any attachment or similar process upon the rights and privileges conferred
      by this Plan, such Option shall thereupon terminate and become null and
      void.




	 	(l) 	
      Securities Regulation and Tax Withholding

	 	 	 	 
	 		(i) 	
      Shares shall not be issued with respect to an Option
      unless the exercise of such Option and the issuance and delivery of such
      shares shall comply with all Applicable Laws. The inability of the Company
      to obtain from any regulatory body or authority deemed by the Company to
      be necessary for the lawful issuance and sale of any Options or shares
      under this Plan, or the unavailability of an exemption from
      registration for the issuance and sale of any shares under this Plan,
      shall relieve the Company of any liability with respect to the
  non-issuance or sale of such Options or shares.







- 8 - 

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

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

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

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

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





	 	(m) 	
      Stock Dividend or Reorganization

	 	 	 	 
	 		(i) 	
      If: (1) the Company shall at any time be involved in a
      transaction described in Section 424(a) of the Code (or any successor
      provision) or any “corporate transaction” described in the regulations
      thereunder; (2) the Company shall declare a dividend payable in, or shall
      subdivide, reclassify, reorganize, or combine, its Common Stock or
      otherwise effect a change in the outstanding Common Stock as a result of a
      stock split, reverse stock split or other recapitalization; or (3) any
      other event with substantially the same effect shall occur, the Plan
      Administrator shall, subject to applicable law, with respect to each
      outstanding Option, proportionately adjust the number of shares of Common
      Stock subject to such Option and/or the exercise price per share so as to
      preserve the rights of the Holder substantially proportionate to the rights of
      the Holder prior to such event, and to the extent that such action shall
      include an increase or decrease in the number of shares of Common Stock
      subject to outstanding Options, the number of shares available under
      Section 4 of this Plan and the exercise price for such Options shall
      automatically be increased or decreased, as the case may be,
      proportionately, without further action on the part of the Plan
      Administrator, the Company, the Company’s shareholders, or any Holder, so
as to preserve the proportional rights of the Holder.







- 9 - 

	 	(ii) 	
      In the event that the presently authorized capital stock
      of the Company is changed into the same number of shares with a different
      par value, or without par value, the stock resulting from any such change
      shall be deemed to be Common Stock within the meaning of the Plan, and
      each Option shall apply to the same number of shares of such new stock as
      it applied to old shares immediately prior to such change.

	 	 	 
	 	(iii) 	
      If the Company shall at any time declare an extraordinary
      dividend with respect to the Common Stock, whether payable in cash or
      other property, the Plan Administrator may, subject to applicable law, in
      the exercise of its sole discretion and with respect to each outstanding
      Option, proportionately adjust the number of shares of Common Stock
      subject to such Option and/or adjust the exercise price per share so as to
      preserve the rights of the Holder substantially proportionate to the
      rights of the Holder prior to such event, and to the extent that such
      action shall include an increase or decrease in the number of shares of
      Common Stock subject to outstanding Options, the number of shares
      available under Section 4 of this Plan shall automatically be increased or
      decreased, as the case may be, proportionately, without further action on
      the part of the Plan Administrator, the Company, the Company’s
      shareholders, or any Holder.

	 	 	 
	 	(iv) 	
      The foregoing adjustments in the shares subject to
      Options shall be made by the Plan Administrator, or by any successor
      administrator of this Plan, or by the applicable terms of any assumption
      or substitution document.

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

	 	 	 
	 	(vi) 	
      In the event of the dissolution or liquidation of the
      Company, each Option shall terminate immediately prior to the consummation
      of such action, unless otherwise determined by the Plan
    Administrator.



6.                    
EFFECTIVE DATE; SHAREHOLDER APPROVAL 

6.1                  
Incentive Stock Options may be granted by the Plan Administrator from time to
time on or after the date on which this Plan is adopted by the Board (the
“Effective Date”) through the day immediately preceding the tenth anniversary of
the Effective Date. 

6.2                   Non-Qualified
Stock Options may be granted by the Plan Administrator on or after the Effective
Date and until this Plan is terminated by the Board in its sole discretion.

6.3                  
Termination of this Plan shall not terminate any Option granted prior to such
termination.

6.4                   Any
Incentive Stock Options granted by the Plan Administrator prior to the approval
of this Plan by the shareholders of the Company shall be granted subject to
ratification of this Plan by the shareholders of the Company within twelve (12)
months before or after the Effective Date. If such shareholder ratification is
not obtained, all Incentive Stock Options granted prior thereto and thereafter
shall be considered Non-Qualified Stock Options and any Incentive Stock Options granted to Covered
Employees will not be eligible for the exclusion set forth in Section 162(m) of
the Code with respect to the deductibility by the Company of certain
compensation.




- 10 - 

7.                   
 NO OBLIGATIONS TO EXERCISE OPTION 

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

8.                   
 NO RIGHT TO OPTIONS OR TO EMPLOYMENT 

8.1                   Whether
or not any Options are to be granted under this Plan shall be exclusively within
the discretion of the Plan Administrator, and nothing contained in this Plan
shall be construed as giving any person any right to participate under this
Plan.

8.2                  
The grant of an Option shall in no way constitute any form of agreement or
understanding binding on the Company or any Related Company, express or implied,
that the Company or any Related Company will employ or contract with an Optionee
for any length of time, nor shall it interfere in any way with the Company’s or,
where applicable, a Related Company’s right to terminate Optionee’s employment
at any time, which right is hereby reserved. 

9.                    
APPLICATION OF FUNDS 

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

10.                  
INDEMNIFICATION OF PLAN ADMINISTRATOR 

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

11.                 
 AMENDMENT OF PLAN 

11.1                
The Plan Administrator may, subject to Applicable Laws, at any time, modify,
amend or terminate this Plan or modify or amend Options granted under this Plan,
including, without limitation, such modifications or amendments as are necessary
to maintain compliance with applicable statutes, rules or regulations;
provided however that: 

	 	(a) 	
      no amendment with respect to an outstanding Option which
      has the effect of reducing the benefits afforded to the Holder thereof
      shall be made over the objection of such Holder;

	 	 	 
	 	(b) 	
      the events triggering acceleration of vesting of
      outstanding Options may be modified, expanded or eliminated without the
      consent of Holders;

	 	 	 
	 	(c) 	
      the Plan Administrator may condition the effectiveness of
      any such amendment on the receipt of shareholder approval at such time and
      in such manner as the Plan Administrator may consider necessary for the
      Company to comply with or to avail the Company and/or the Optionees of the
      benefits of any securities, tax, market listing or other administrative or
      regulatory requirement; and







- 11 - 

	 	(d) 	
      the Plan Administrator may not increase the number of
      shares available for issuance on the exercise of Incentive Stock Options
      without shareholder approval.



11.2                 
Without limiting the generality of Section 11.1 hereof, the Plan Administrator
may modify grants to persons who are eligible to receive Options under this Plan
who are foreign nationals or employed outside Canada and the United States to
recognize differences in local law, tax policy or custom. 

Effective Date: December 22, 2010