Americas Wind Energy Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






AMERICAS WIND ENERGY CORPORATION
 2011 STOCK OPTION
PLAN

          This
2011 Stock Option Plan (the “Plan”) provides for the grant of options to acquire
common shares (the “Common Shares”) in the capital of AMERICAS WIND ENERGY
CORPORATION, a corporation formed under the laws of the State of Nevada (the
“Corporation”). Stock options granted under this Plan that qualify under Section
422 of the Internal Revenue Code of 1986, as amended (the “Code”) are referred
to in this Plan as “Incentive Stock Options” and stock options that do not
qualify under Section 422 of the Code are referred to as “Non-Qualified Stock
Options”. Incentive Stock Options and Non-Qualified Stock Options granted under
this Plan are collectively referred to as “Options”.

1.           
 PURPOSE

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

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

2.           
 ADMINISTRATION

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

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

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




- 2 -

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

	 	(a) 	
      construe and interpret this Plan;

	 	 	 
	 	(b) 	
      define the terms used in the Plan;

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

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

	 	 	 
	 	(e) 	
      grant Options under this Plan;

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

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

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

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

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



2.5          
All decisions, determinations and interpretations made by the Plan Administrator
shall be binding and conclusive on all participants in the Plan and on their
legal representatives, heirs and beneficiaries.

3.            
ELIGIBILITY

3.1          
Incentive Stock Options may be granted to any individual who, at the time the
Option is granted, is an employee of the Corporation or any Related Corporation
(as defined below) (“Employees”).




- 3 -

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

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

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

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

4.            
STOCK

4.1           The
Plan Administrator is authorized to grant Options to acquire up to a total of
6,700,000 Common Shares. The number of Common Shares with respect to which
Options may be granted hereunder is subject to adjustment as set forth in
Section 5.1(m) hereof. In the event that any outstanding Option expires or is
terminated for any reason, the Common Shares allocable to the unexercised
portion of such Option may again be subject to an Option granted to the same
Optionee or to a different person eligible under Section 3 of this Plan;
provided however, that any cancelled Options will be counted against the maximum
number of shares with respect to which Options may be granted to any particular
person as set forth in Section 3 hereof.

5.            
TERMS AND CONDITIONS OF OPTIONS

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

	 	(a) 	
      Number of Shares and Type of Option

	 	 	 	 
	 		
      Each Agreement shall state the number of Common Shares to
      which it pertains and whether the Option is intended to be an Incentive
      Stock Option or a Non-Qualified Stock Option; provided
  that:

	 	 	 	 
	 		(i) 	
      the number of Common Shares that may be reserved pursuant
      to the exercise of Options granted to any person shall not exceed 5% of
      the issued and outstanding Common Shares of the
  Corporation;







- 4 -

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

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

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

	 	 	 	 
	 	(b) 	
      Date of Grant

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

	 	 	 	 
	 	(c) 	
      Option Price

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

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

	 	 	 	 
	 		(ii) 	
      with respect to Incentive Stock Options granted to
      greater-than-ten percent (>10%) shareholders of the Corporation (as
      determined with reference to Section 424(d) of the Code), the exercise
      price per share shall not be less than one hundred ten percent (110%) of
      the fair market value per Common Share at the Date of Grant as determined
      by the Plan Administrator in good faith; and

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







- 5 -

	 	(d) 	
      Duration of Options

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

	 	 	 	 
	 	(e) 	
      Vesting Schedule

	 	 	 	 
	 		
      No Option shall be exercisable until it has vested. The
      vesting schedule for each Option shall be specified by the Plan
      Administrator at the time of grant of the Option prior to the provision of
      services with respect to which such Option is granted.

	 	 	 	 
	 		
      The Plan Administrator may specify a vesting schedule for
      all or any portion of an Option based on the achievement of performance
      objectives established in advance of the commencement by the Optionee of
      services related to the achievement of the performance objectives.
      Performance objectives shall be expressed in terms of objective criteria,
      including but not limited to, one or more of the following: return on
      equity, return on assets, share price, market share, sales, earnings per
      share, costs, net earnings, net worth, inventories, cash and cash
      equivalents, gross margin or the Corporation’s performance relative to its
      internal business plan. Performance objectives may be in respect of the
      performance of the Corporation as a whole (whether on a consolidated or
      unconsolidated basis), a Related Corporation, or a subdivision, operating
      unit, product or product line of either of the foregoing. Performance
      objectives may be absolute or relative and may be expressed in terms of a
      progression or a range. An Option that is exercisable (in full or in part)
      upon the achievement of one or more performance objectives may be
      exercised only following written notice to the Optionee and the
      Corporation by the Plan Administrator that the performance objective has
      been achieved.

	 	 	 	 
	 	(f) 	
      Acceleration of Vesting

	 	 	 	 
	 		
      The vesting of one or more outstanding Options may be
      accelerated by the Plan Administrator at such times and in such amounts as
      it shall determine in its sole discretion.

	 	 	 	 
	 	(g) 	
      Term of Option

	 	 	 	 
	 		(i) 	
      Vested Options shall terminate, to the extent not
      previously exercised, upon the occurrence of the first of the following
      events:







- 6 -

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

	 	 	 	 
	 		B. 	
      the date of an Optionee’s termination of employment or
      contractual relationship with the Corporation or any Related Corporation
      for cause (as determined by the Plan Administrator, acting
    reasonably);

	 	 	 	 
	 		C. 	
      the expiration of three (3) months from the date of an
      Optionee’s termination of employment or contractual relationship with the
      Corporation or any Related Corporation for any reason whatsoever other
      than cause, death or Disability (as defined below) unless, in the case of
      a Non-Qualified Stock Option, the exercise period is extended by the Plan
      Administrator until a date not later than the expiration date of the
      Option; or

	 	 	 	 
	 		D. 	
      the expiration of one year (1) from termination of an
      Optionee’s employment or contractual relationship by reason of death or
      Disability (as defined below) unless, in the case of a Non-Qualified Stock
      Option, the exercise period is extended by the Plan Administrator until a
      date not later than the expiration date of the Option.

	 	 	 	 
	 	(ii) 	
      Notwithstanding Section 5.1(g)(i) above, any vested
      Options which have been granted to the Optionee in the Optionee’s capacity
      as a director of the Corporation or any Related Corporation shall
      terminate upon the occurrence of the first of the following
  events:

	 	 	 	 
	 		A. 	
      the event specified in Section 5.1(g)(i)A
above;

	 	 	 	 
	 		B. 	
      the event specified in Section 5.1(g)(i)D above;
    and

	 	 	 	 
	 		C. 	
      the expiration of three (3) months from the date the
      Optionee ceases to serve as a director of the Corporation or Related
      Corporation, as the case may be unless, in the case of a Non- Qualified
      Stock Option, the exercise period is extended by the Plan Administrator
      until a date not later than the expiration date of the Option.

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

	 	 	 	 
	 	(iv) 	
      For purposes of the Plan, unless otherwise defined in the
      Agreement, “Disability” shall mean medically determinable physical or
      mental impairment which has lasted or can be expected to last for a
      continuous period of not less than twelve (12) months or that can
      be expected to result in death. The Plan Administrator shall determine
      whether an Optionee has incurred a Disability on the basis of medical
      evidence acceptable to the Plan Administrator. Upon making a determination
      of Disability, the Plan Administrator shall, for purposes of the Plan,
      determine the date of an Optionee’s termination of employment or
  contractual relationship.








- 7 -

	 		(v) 	
      Unless accelerated in accordance with Section 5.1(f)
      above, unvested Options shall terminate immediately upon termination of
      employment of the Optionee by the Corporation for any reason whatsoever,
      including death or Disability.

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

	 	 	 	 
	 	(h) 	
      Exercise of Options

	 	 	 	 
	 		(i) 	
      Options shall be exercisable, in full or in part, at any
      time after vesting, until termination. If less than all of the Common
      Shares included in the vested portion of any Option are purchased, the
      remainder may be purchased at any subsequent time prior to the expiration
      of the Option term. Only whole Common Shares may be issued pursuant to an
      Option, and to the extent that an Option covers less than one (1) share,
      it is unexercisable.

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

	 	 	 	 
	 	(i) 	
      Payment upon Exercise of
Option








- 8 -

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

	 	(i) 	
      by delivering a properly executed exercise notice
      together with irrevocable instructions to a broker promptly to sell or
      margin a sufficient portion of the Common Shares and deliver directly to
      the Corporation the amount of sale or margin loan proceeds to pay the
      exercise price; or

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




	 	(j) 	
      No Rights as a Shareholder

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

	 	 	 	 
	 		
      Options granted under this Plan and the rights and
      privileges conferred by this Plan may not be transferred, assigned,
      pledged or hypothecated in any manner (whether by operation of law or
      otherwise) other than by will, by applicable laws of descent and
      distribution, and shall not be subject to execution, attachment or similar
      process. Upon any attempt to transfer, assign, pledge, hypothecate or
      otherwise dispose of any Option or of any right or privilege conferred by
      this Plan contrary to the provisions hereof, or upon the sale, levy or any
      attachment or similar process upon the rights and privileges conferred by
      this Plan, such Option shall thereupon terminate and become null and
      void.

	 	 	 	 
	 	(l) 	
      Securities Regulation and Tax Withholding

	 	 	 	 
			
      (i) 
	Common Shares shall not be issued with
      respect to an Option unless the exercise of such Option and the issuance
      and delivery of such Common Shares shall comply with all Applicable Laws,
      and such issuance shall be further subject to the approval of counsel for
      the Corporation with respect to such compliance, including the
      availability of an exemption from prospectus and registration requirements
      for the issuance and sale of such Common Shares. The inability of the
      Corporation to obtain from any regulatory body the authority deemed by the
      Corporation to be necessary for the lawful issuance and sale of any Common Shares
      under this Plan, or the unavailability of an exemption from prospectus and
      registration requirements for the issuance and sale of any Common Shares
      under this Plan, shall relieve the Corporation of any liability with
      respect to the non- issuance or sale of such Common Shares.







- 9 -

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

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

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

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








- 10 -

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

	 	 	 	 	 
	 	(m) 	
      Adjustments Upon Changes In Capitalization

	 	 	 	 	 
	 		(i) 	
      The aggregate number and class of shares for which
      Options may be granted under this Plan, the number and class of shares
      covered by each outstanding Option, and the exercise price per share
      thereof (but not the total price), and each such Option, shall all be
      proportionately adjusted for any increase or decrease in the number of
      issued Common Shares of the Corporation resulting from:

	 	 	 	 	 
	 			A. 	
      a subdivision or consolidation of Common Shares or any
      like capital adjustment, or

	 	 	 	 	 
	 			B. 	
      the issuance of any Common Shares, or securities
      exchangeable for or convertible into Common Shares, to the holders of all
      or substantially all of the outstanding Common Shares by way of a stock
      dividend (other than the issue of Common Shares, or securities
      exchangeable for or convertible into Common Shares, to holders of Common
      Shares pursuant to their exercise of options to receive dividends in the
      form of Common Shares, or securities convertible into Common Shares, in
      lieu of dividends paid in the ordinary course on the Common
  Shares).

	 	 	 	 	 
	 		(ii) 	
      Except as provided in Section 5.1(m)(iii) hereof, upon a
      merger (other than a merger of the Corporation in which the holders of
      Common Shares immediately prior to the merger have the same proportionate
      ownership of common shares in the surviving corporation immediately after
      the merger), consolidation, acquisition of property or stock, separation,
      reorganization (other than a mere re-incorporation or the creation of a
      holding Corporation) or liquidation of the Corporation, as a result of
      which the shareholders of the Corporation, receive cash, shares or other
      property in exchange for or in connection with their Common Shares, any
      Option granted hereunder shall terminate, but the Holder shall have the
      right to exercise such Holder’s Option immediately prior to any such
      merger, consolidation, acquisition of property or shares, separation,
      reorganization or liquidation, and to be treated as a shareholder of
      record for the purposes thereof, to the extent the vesting requirements
      set forth in the Option agreement have been
satisfied.







- 11 -

	 	 	(iii) 	
      If the shareholders of the Corporation receive shares in
      the capital of another corporation ("Exchange Shares") in exchange for
      their Common Shares in any transaction involving a merger (other than a
      merger of the Corporation in which the holders of Common Shares
      immediately prior to the merger have the same proportionate ownership of
      Common Shares in the surviving corporation immediately after the merger),
      consolidation, acquisition of property or shares, separation or
      reorganization (other than a mere re-incorporation or the creation of a
      holding Corporation), all Options granted hereunder shall be converted
      into options to purchase Exchange Shares unless the Corporation and the
      corporation issuing the Exchange Shares, in their sole discretion,
      determine that any or all such Options granted hereunder shall not be
      converted into options to purchase Exchange Shares but instead shall
      terminate in accordance with, and subject to the Holder’s right to
      exercise the Holder’s Options pursuant to, the provisions of Section
      5.1(m)(ii). The amount and price of converted options shall be determined
      by adjusting the amount and price of the Options granted hereunder in the
      same proportion as used for determining the number of Exchange Shares the
      holders of the Common Shares receive in such merger, consolidation,
      acquisition or property or stock, separation or reorganization. Unless
      accelerated by the Board, the vesting schedule set forth in the option
      agreement shall continue to apply to the options granted for the Exchange
      Shares.

	 	 	 	 
	 	 	(iv) 	
      In the event of any adjustment in the number of Common
      Shares covered by any Option, any fractional shares resulting from such
      adjustment shall be disregarded and each such Option shall cover only the
      number of full shares resulting from such adjustment.

	 	 	 	 
	 	 	(v) 	
      All adjustments pursuant to Section 5.1(m) shall be made
      by the Plan Administrator, and its determination as to what adjustments
      shall be made, and the extent thereof, shall be final, binding and
      conclusive.

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



6.            
EFFECTIVE DATE; AMENDMENT; SHAREHOLDER APPROVAL

6.1          
Options may be granted by the Plan Administrator from time to time on or after
the date on which this Plan is adopted by the Board (the “Effective Date”).

6.2          
Unless sooner terminated by the Board, this Plan shall terminate on the tenth
anniversary of the Effective Date. No Option may be granted after such
termination or during any suspension of this Plan.




- 12 -

6.3           Any
Incentive Stock Options granted by the Plan Administrator prior to the
ratification of this Plan by the shareholders of the Corporation shall be
granted subject to approval of this Plan by the holders of a majority of the
Corporation's outstanding voting shares, passed without meeting pursuant the
Nevada General Corporation Law or by voting either in person or by proxy at a
duly held shareholders' meeting within twelve (12) months before or after the
Effective Date. If such shareholder approval is sought and not obtained, all
Incentive Stock Options granted prior thereto and thereafter shall be considered
Non-Qualified Stock Options and any Options granted to Covered Employees will
not be eligible for the exclusion set forth in Section 162(m) of the Code with
respect to the deductibility by the Corporation of certain compensation.

7.            
NO OBLIGATIONS TO EXERCISE OPTION

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

8.           
 NO RIGHT TO OPTIONS OR TO EMPLOYMENT

8.1           Whether
or not any Options are to be granted under this Plan shall be exclusively within
the discretion of the Plan Administrator, and nothing contained in this Plan
shall be construed as giving any person any right to participate under this
Plan. The grant of an Option shall in no way constitute any form of agreement or
understanding binding on the Corporation or any Related Corporation, express or
implied, that the Corporation or any Related Corporation will employ or contract
with an Optionee for any length of time, nor shall it interfere in any way with
the Corporation’s or, where applicable, a Related Corporation’s right to
terminate Optionee’s employment at any time, which right is hereby reserved.

9.            
APPLICATION OF FUNDS

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

10.            
INDEMNIFICATION OF PLAN ADMINISTRATOR

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




- 13 -

11.            
AMENDMENT OF PLAN

11.1           The
Plan Administrator may, at any time, modify, amend or terminate this Plan or
modify or amend Options granted under this Plan, including, without limitation,
such modifications or amendments as are necessary to maintain compliance with
the Applicable Laws. The Plan Administrator may condition the effectiveness of
any such amendment on the receipt of shareholder approval at such time and in
such manner as the Plan Administrator may consider necessary for the Corporation
to comply with or to avail the Corporation and/or the Optionees of the benefits
of any securities, tax, market listing or other administrative or regulatory
requirements.

Effective Date: June 20, 2011