AuRico Gold Inc.: Exhibit 4.1 - Filed by newsfilecorp.com












	



	
 

	
(formerly Gammon Gold Inc.)
	

	
 

	
STOCK OPTION PLAN
	










STOCK OPTION PLAN 
AS AMENDED AND RESTATED ON
DECEMBER 10, 2010 


	1. 	
      INTERPRETATION

	 	 
	1.1 	
      Definitions




	 		
      For the purposes of this Plan, the following terms shall
      have the following meanings:

	 	 	 	 
	 	(a) 	
      “Board” means the board of directors of the
      Corporation;

	 	 	 	 
	 	(b) 	
      “Change of Control” means the occurrence of any
      one or more of the following events:

	 	 	 	 
	 		(i) 	
      a consolidation, merger, amalgamation, arrangement or
      other reorganization or acquisition involving the Corporation or any of
      its Subsidiaries and another corporation or other entity, as a result of
      which the holders of Shares prior to the completion of the transaction
      hold less than 50% of the votes attached to all of the outstanding voting
      securities of the successor corporation or entity after completion of the
      transaction;

	 	 	 	 
	 		(ii) 	
      a resolution is adopted to wind-up, dissolve or liquidate
      the Corporation;

	 	 	 	 
	 		(iii) 	
      any person, entity or group of persons or entities acting
      jointly or in concert (the “Acquiror”) acquires, or acquires
      control (including, without limitation, the power to vote or direct the
      voting) of, voting securities of the Corporation which, when added to the
      voting securities owned of record or beneficially by the Acquiror or which
      the Acquiror has the right to vote or in respect of which the Acquiror has
      the right to direct the voting, would entitle the Acquiror and/or
      Associates and/or affiliates of the Acquiror to cast or direct the casting
      of 50% or more of the votes attached to all of the Corporation’s
      outstanding voting securities which may be cast to elect directors of the
      Corporation or the successor corporation (regardless of whether a meeting
      has been called to elect directors);

	 	 	 	 
	 		(iv) 	
      as a result of or in connection with: (A) the contested
      election of directors or (B) a transaction referred to in subparagraph
      1.1(b)(i) above, the nominees named in the most recent management
      information circular of the Corporation for election to the board of
      directors of the Corporation shall not constitute a majority of the
      Directors; or

	 	 	 	 
	 		(v) 	
      the Board adopts a resolution to the effect that a Change
      of Control as defined herein has occurred or is imminent.

	 	 	 	 
	 		
      For the purposes of the foregoing, “voting securities”
      means common shares of the Corporation and any other shares entitled to
      vote for the election of directors, and shall include any securities,
      whether or not issued by the Corporation, which are not shares entitled to
      vote for the election of directors but which are convertible into or
      exchangeable for shares which are entitled to vote for the election of
      directors, including any options or rights to purchase such shares or
      securities.

	 	 	 	 
	 	(c) 	
      “Consultant” means a person, other than an
      employee, director or Senior Officer of the Corporation or of any
      Subsidiary, that:

	 	 	 	 
	 		(i) 	
      is engaged to provide bona fide services to the
      Corporation or a Subsidiary, other than services provided in relation to a
      distribution;







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	 		(ii) 	
      provides the services under a written contract with the
      Corporation or a Subsidiary; and

	 	 	 	 
	 		(iii) 	
      spends or will spend all or substantially all of his, her
      or its time and attention on the affairs and business of the Corporation
      or a Subsidiary;

	 	 	 	 
	 		
      and includes, for an individual consultant, a corporation
      of which the individual Consultant is an employee or shareholder, and a
      partnership of which the individual Consultant is an employee or partner,
      and, for greater certainty, includes Consultants who provide outsourced or
      contract labour to the Corporation or a Subsidiary, and employees of such
      Consultants;

	 	 	 	 
	 	(d) 	
      “Corporation” means AuRico Gold Inc.;

	 	 	 	 
	 	(e) 	
      “Effective Date” means the date of the original
      adoption of this Plan by the Board, namely October 1, 1999;

	 	 	 	 
	 	(f) 	
      “Eligible Person” means, subject to all applicable
      laws, any employee, Consultant, Senior Officer, or director of the
      Corporation or any Subsidiary or any personal holding corporation
      controlled by a Senior Officer or director of the Corporation or any
      Subsidiary or any registered retirement savings plans established for the
      sole benefit of an employee, Senior Officer or director of the Corporation
      or any Subsidiary;

	 	 	 	 
	 	(g) 	
      “Grant Date” means, with respect to an Option, the
      date on which it was granted;

	 	 	 	 
	 	(h) 	
      “Insider” means:

	 	 	 	 
	 		(i) 	
      an insider as defined under Section 1(1) of the
      Securities Act (Quebec), other than a person who falls within that
      definition solely by virtue of being a director or Senior Officer of a
      Subsidiary, and

	 	 	 	 
	 		(ii) 	
      an associate, as defined under Section 1(1) of the
      Securities Act (Quebec), of any person who is an insider by virtue
      of subparagraph 1.1(h)(i) above;

	 	 	 	 
	 	(i) 	
      “Option” means an option to purchase Shares
      granted to an Eligible Person pursuant to the terms of the Plan;

	 	 	 	 
	 	(j) 	
      “Participant” means an Eligible Person to whom
      Options have been granted;

	 	 	 	 
	 	(k) 	
      “Plan” means this stock option plan of the
      Corporation;

	 	 	 	 
	 	(l) 	
      “Senior Officer” means an “officer” as defined in
      Section 1(1) of the Securities Act (Quebec);

	 	 	 	 
	 	(m) 	
      “Shares” means the common shares of the
      Corporation;

	 	 	 	 
	 	(n) 	
      “Share Compensation Arrangement” means any stock
      option, stock option plan, employee stock purchase plan or any other
      compensation or incentive mechanism involving the issuance or potential
      issuance of Shares, including a share purchase from treasury which is
      financially assisted by the Corporation by way of loan, guarantee or
      otherwise;

	 	 	 	 
	 	(o) 	
      “Subsidiary” means any related entity to the
      Corporation, as such term is defined in National Instrument 45-106 -
      Prospectus and Registration Exemptions of the Canadian Securities
      Administrators;

	 	 	 	 
	 	(p) 	
      “Termination Date” means the date on which a
      Participant ceases to be an Eligible Person.







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	1.2 	
      Number and Gender



Words importing the singular number only shall include the
plural and vice versa and words importing the masculine shall include the
feminine. 

	1.3 	
      Governing Law



This Plan and all matters to which reference is made herein
shall be governed by and interpreted in accordance with the laws of the Province
of Quebec and the laws of Canada applicable therein. 

	2. 	
      PURPOSE

	 	 
		
      The purpose of this Plan is
to:




	 	(a) 	
      encourage ownership of the Shares by directors, Senior
      Officers, Consultants and employees of the Corporation and its
      Subsidiaries who are primarily responsible for the management and
      profitable growth of the Corporation’s business;

	 	 	 
	 	(b) 	
      advance the interests of the Corporation by providing
      additional incentive for superior performance by such persons;
  and

	 	 	 
	 	(c) 	
      attract and retain valued directors, Senior Officers,
      Consultants and employees.




	3. 	
      ADMINISTRATION




	 	(a) 	
      The Plan shall be administered by the Board. Subject to
      the limitations of the Plan and the requirements of such regulatory
      authorities, stock exchanges or over-the-counter markets having
      jurisdiction over the affairs of the Corporation, the Board shall have the
      authority to:

	 	 	 	 
	 		(i) 	
      grant options to purchase Shares to Eligible
    Persons;

	 	 	 	 
	 		(ii) 	
      determine the terms, limitations, restrictions and
      conditions respecting such grants;

	 	 	 	 
	 		(iii) 	
      interpret the Plan and to adopt, amend and rescind such
      administrative guidelines and other rules and regulations relating to the
      Plan as it shall from time to time deem advisable, and

	 	 	 	 
	 		(iv) 	
      make all other determinations and to take all other
      actions in connection with the implementation and administration of the
      Plan as it may deem necessary or advisable.

	 	 	 	 
	 	(b) 	
      The Board’s guidelines, rules, regulation,
      interpretations and determinations shall be conclusive and binding upon
      the Corporation and all other persons.




	4. 	
      SHARES SUBJECT TO PLAN




	 	(a) 	
      The maximum number of Shares which may be reserved and
      set aside for issue under this Plan shall not exceed 6% of the Shares
      outstanding from time to time on a non-diluted basis, provided that the
      Board shall have the right, from time to time, to increase such percentage
      subject to the approval of the shareholders of the Corporation and such
      regulatory authorities, stock exchanges or over-the-counter markets having
      jurisdiction over the affairs of the Corporation. The maximum number of
      Shares which may be reserved for issuance to any one person on the
      exercise of Options granted under the Plan shall be 5% of the Shares
      outstanding on the most recent Grant Date (on a non-diluted basis) less
      the aggregate







- 5 - 

	 		
      number of Shares reserved for issuance to such person
      under any other option to purchase Shares from treasury granted as a
      compensation or incentive mechanism.

	 	 	 
	 	(b) 	
      Any Shares subject to an Option which for any reason is
      cancelled or terminated without having been exercised shall again be
      available for grants under the Plan.




	5. 	
      PARTICIPATION



Options shall be granted under the Plan only to Eligible
Persons designated from time to time by the Board and shall be subject to the
approval of such regulatory authorities, stock exchanges or over-the-counter
having jurisdiction over the affairs of the Corporation. 

	6. 	
      TERMS AND CONDITIONS OF
OPTIONS



The terms and conditions of each Option shall include the
following, as well as such other provisions, not inconsistent with the Plan, as
may be deemed advisable by the Board including those contained in any stock
option agreement entered into between the Corporation and a Participant: 

	 	(a) 	
      Option Price: The option price of any Shares in
      respect of which a Stock Option may be granted shall be fixed by the Board
      but shall be not less than the market price of the Shares on the Grant
      Date. For the purpose of this subparagraph 6(a), “market price” shall be
      deemed to be the volume-weighted average trading price of the Shares for
      the five trading days immediately preceding the Grant Date as reported by
      the Toronto Stock Exchange, or, if the Shares are not listed on the
      Toronto Stock Exchange, on such other principal stock exchange or
      over-the-counter market on which the Shares are listed or quoted, as the
      case may be. If the Shares are not publicly traded or quoted, then the
      “market price” shall be the fair market value of the Shares, as determined
      by the Board, on the Grant Date. In the resolution allocating any Option,
      the Board may determine that the Grant Date shall be a future date
      determined in the manner specified in such resolution, in which case, for
      the purpose of this subparagraph 6(a), “market price” shall be deemed to
      be the weighted average trading price of the Shares for the five trading
      days immediately preceding such Grant Date as reported by the Toronto
      Stock Exchange, or if the Shares are not listed on the Toronto Stock
      Exchange, on such other principal stock exchange or over-the-counter
      market on which the Shares are listed or quoted, as the case may be, or,
      if the Shares are not publicly traded or quoted, then the “market price”
      shall be the fair market value of the Shares, as determined by the Board,
      on the Grant Date. The Board may also determine that the exercise price
      per share may escalate at a specified rate dependent upon the date on
      which any Option may be exercised by the Participant.

	 	 	 
	 	(b) 	
      Payment: The full purchase price of Shares
      purchased under an Option shall be paid in cash or certified funds upon
      the exercise thereof, and upon receipt of payment in full, but subject to
      the terms of the Plan, the number of Shares in respect of which the Option
      is exercised shall be duly issued as fully paid and non-assessable. A
      holder of an Option shall have none of the rights of a shareholder until
      the Shares are issued to him.

	 	 	 
	 	(c) 	
      Term of Option: Options may be granted under this
      Plan exercisable over a period not exceeding seven (7) years. Each Option
      shall be subject to earlier termination as provided in subparagraph
      6(g).

	 	 	 
	 	(d) 	
      Vesting: The date or dates of the vesting of each
      Option shall be a future date or dates determined in the manner specified
      in the resolution of the Board granting such Option, provided that,
      subject to the provisions of subparagraphs 6(e) and 6(g), no Option shall
      vest at a rate faster than over a period of four (4) years from its Grant
      Date, in equal instalments on each anniversary of such Grant
  Date.







- 6 - 

	 	(e) 	
      Change of Control: Notwithstanding anything else
      herein to the contrary, in the event of a Change of Control, all Options
      outstanding shall vest and be immediately exercisable.

	 	 	 	 
	 	(f) 	
      Exercise of Option: Subject to the provisions
      contained in subparagraphs 6(g)(ii),(iii) and (v), no Option may be
      exercised unless the Participant is then an Eligible Person. This Plan
      shall not confer upon the Participant any right with respect to
      continuation of employment by the Corporation. Absence on leave approved
      by an officer of the Corporation or of any Subsidiary authorized to give
      such approval shall not be considered an interruption of employment for
      any purpose of the Plan. Subject to the provisions of the Plan, an Option
      may be exercised from time to time by delivery to the transfer agent of
      the Corporation in Toronto of written notice of exercise specifying the
      number of Shares with respect to which the Option is being exercised and
      accompanied by payment in full of the purchase price of the Shares then
      being purchased.

	 	 	 	 
	 	(g) 	
      Termination of Options: Unless otherwise
      determined by the Board, in its sole discretion, and as may be permitted
      by any regulatory authorities, stock exchanges or over-the-counter markets
      having jurisdiction over the affairs of the Corporation, any Option
      granted pursuant hereto, to the extent not validly exercised, will
      terminate on the earliest of the following dates:

	 	 	 	 
	 		(i) 	
      the date of expiration specified in the Option agreement
      or in the resolution of the Board granting such Option, as the case may
      be, being not more than seven (7) years after the Grant Date;

	 	 	 	 
	 		(ii) 	
      if the Participant’s employment with the Corporation or a
      Subsidiary is terminated for cause, immediately upon such termination if
      such Option has not vested prior to the date of such termination, and upon
      the expiry of three (3) months from the date of such termination if such
      Option has so vested;

	 	 	 	 
	 		(iii) 	
      if the Participant of its own accord ceases to be an
      Eligible Person, other than by reason of retirement, permanent disability
      or death, immediately on the date the Participant ceased to be an Eligible
      Person if such Option has not vested prior to such date, and upon the
      expiry of three (3) months from such date if such Option has so
    vested;

	 	 	 	 
	 		(iv) 	
      if the Participant ceases to be an Eligible Person by
      virtue of having been dismissed without cause, other than by reason of
      retirement, permanent disability or death, all of the Participant’s
      outstanding Options shall vest immediately on the date the Participant
      ceased to be an Eligible Person, and such Options shall terminate upon the
      expiry of three (3) months from such date;

	 	 	 	 
	 		(v) 	
      upon the expiry of three (3) months after the date of the
      death of the Participant during which three (3) month period the Option
      may be exercised by the Participant’s legal representative or the person
      or persons to whom the deceased Participant’s rights under the Option
      shall pass by will or the applicable laws of decent and distribution, and
      only to the extent the Participant would have been entitled to exercise
      the Option on the date of death; and

	 	 	 	 
	 		(vi) 	
      upon the expiry of three (3) months after termination of
      the Participant’s employment by reason of permanent disability or
      retirement under any retirement plan of the Corporation or any Subsidiary,
      during which three (3) month period the Participant may exercise the
      Option to the extent he was entitled to exercise it at the time of such
      termination, provided that if the Participant shall die within such three
      (3) month period, then such right shall be extended to three (3) months
      following the date of death of the Participant and shall be exercisable
      only by the persons described in subparagraph 6(g)(v) hereof and only to
      the extent therein set forth.







- 7 - 

	 	(h) 	
      Non-transferability of Option: No Option shall be
      transferable or assignable by the Participant other than by will or the
      laws of decent and distribution and such Option shall be exercisable
      during his lifetime only by the Participant.

	 	 	 
	 	(i) 	
      Applicable Laws or Regulations: The Plan, the
      grant and exercise of Options hereunder and the Corporation’s obligation
      to sell and deliver Shares upon exercise of the Options shall be subject
      to all applicable federal, provincial and foreign laws, rules and
      regulations, the rules and regulations of any stock exchange or
      over-the-counter market on which the Shares are listed or quoted for
      trading, as the case may be, and to such approvals by any regulatory or
      governmental agency as may, in the opinion of counsel to the Corporation,
      be required. The Corporation shall not be obligated by any provision of
      the Plan or the granting of any Option hereunder to issue or sell Shares
      in violation of such laws, rules and regulations or any condition of such
      approvals. No Option shall be granted and no Shares issued or sold
      hereunder where such grant, issue or sale would require registration of
      the Plan or the Shares under the securities laws of any jurisdiction and
      any purported grant of any Option or issue or sale of Shares hereunder in
      violation of this provision shall be void. In addition, the Corporation
      shall have no obligation to issue any Shares pursuant to the Plan unless
      such Shares shall have been duly listed or quoted, upon official notice of
      issuance, with all stock exchanges or over-the-counter markets, as the
      case may be, on which the Shares are listed or quoted for trading. Shares
      issued and sold to Participants pursuant to the exercise of Options may be
      subject to limitations on sale or resale under applicable securities
      laws.




	7. 	
      ADJUSTMENTS IN SHARES SUBJECT
  PLAN:




	 	(a) 	
      Subdivisions and Redivisions: In the event of any
      subdivision or redivision of the Shares at any time while any Option is
      outstanding into a greater number of Shares, the Corporation shall
      thereafter deliver at the time of exercise of any Option, in lieu of the
      number of Shares in respect of which such Option is then being exercised,
      such greater number of Shares as would result from said subdivision or
      redivision had such Option been exercised before such subdivision or
      redivision without the Participant making any additional payment or giving
      any other consideration therefor.

	 	 	 
	 	(b) 	
      Consolidations: In the event of any consolidation
      of the Shares at any time while any Option is outstanding into a lesser
      number of Shares, the Corporation shall thereafter deliver, and the
      Participant shall accept, at the time of exercise of any Option, in lieu
      of the number of Shares in respect of which such Option is then being
      exercised, such lesser number of Shares as would result from such
      consolidation had such Option been exercised before such
    consolidation.

	 	 	 
	 	(c) 	
      Reclassifications/Changes: In the event of any
      reclassification or change of the Shares at any time while any Option is
      outstanding, the Corporation shall thereafter deliver at the time of
      exercise of any Option hereunder the number of securities of the
      Corporation of the appropriate class or classes resulting from said
      reclassification or change as the Participant would have been entitled to
      receive in respect of the number of Shares in respect of which such Option
      is then being exercised had such Option been exercised before such
      reclassification or change.

	 	 	 
	 	(d) 	
      Other Capital Reorganizations: In the event of any
      capital reorganization of the Corporation at any time while any Option is
      outstanding, not otherwise covered in this paragraph 7 or a consolidation,
      amalgamation or merger with or into any other entity or the sale of the
      properties and assets of the Corporation as or substantially as an
      entirety to any other entity, the Participant, if he has not exercised his
      Option prior to the effective date of such capital reorganization,
      consolidation, amalgamation, merger or sale, upon the exercise of such
      Option thereafter, shall be entitled to receive and shall accept in lieu
      of the number of Shares then subscribed for by him but for the same
      aggregate consideration payable therefor, the number of other securities
      or property of the entity resulting from such capital
    reorganization,







- 8 - 

	 		
      consolidation, amalgamation, merger or sale, as the case
      may be, that the Participant would have been entitled to receive on such
      capital reorganization, consolidation, amalgamation, merger or sale if, on
      the record date or the effective date thereof, he had been the registered
      holder of the number of Shares so subscribed for.

	 	 	 
	 	(e) 	
      Other Changes: In the event that the Corporation
      takes any action affecting the Shares at any time, other than any action
      described above, which in the opinion of the board of directors of the
      Corporation would materially affect the rights of the Participant, the
      exercise price or number of Shares issuable upon exercise of any Option
      will be adjusted in such manner, if any, and at such time, as the board of
      directors of the Corporation may determine, but subject in all cases to
      any necessary regulatory and, if required, shareholder approval. Failure
      to take such action by the directors of the Corporation so as to provide
      for an adjustment on or prior to the effective date of any action by the
      Corporation affecting the Shares will be conclusive evidence that the
      board of directors of the Corporation has determined that it is equitable
      to make no adjustment in the circumstances.

	 	 	 
	 	(f) 	
      The Corporation shall not be obligated to issue
      fractional Shares in satisfaction of its obligations under the Plan or any
      Option and the Participant will not be entitled to receive any form of
      compensation in lieu thereof.

	 	 	 
	 	(g) 	
      If at any time the Corporation grants to its shareholders
      the right to subscribe for and purchase pro rata additional
      securities of any other corporation or entity, there shall be no
      adjustments made to the number of Shares or other securities subject to
      the Options in consequence thereof and the Options shall remain
      unaffected.

	 	 	 
	 	(h) 	
      The adjustment in the number of Shares issuable pursuant
      to Options provided for in this paragraph 7 shall be cumulative.

	 	 	 
	 	(i) 	
      On the happening of each and every of the foregoing
      events, the applicable provisions of the Plan and each of them shall,
      ipso facto, be deemed to be amended accordingly and the Board shall
      take all necessary action so as to make all necessary adjustments in the
      number and kind of securities subject to any outstanding Option (and the
      Plan) and the exercise price thereof.




	8. 	
      LIMITS WITH RESPECT TO
INSIDERS:




	 	(a) 	
      The maximum number of Shares issuable to Insiders under
      the Plan or other Share Compensation Arrangement shall not exceed 10% of
      the issued and outstanding Shares at any time.

	 	 	 
	 	(b) 	
      The maximum number of Shares which may be issued to
      Insiders under the Plan or other Share Compensation Arrangement within a
      one-year period shall not exceed 10% of the issued and outstanding
      Shares.

	 	 	 
	 	(c) 	
      The maximum number of Shares which may be issued to any
      one Insider under the Plan or other Share Compensation Arrangement within
      a one-year period shall be 5% of the issued and outstanding
  Shares.

	 	 	 
	 	(d) 	
      Any entitlement to acquire Shares granted pursuant to the
      Plan or other Share Compensation Arrangement prior to the grantee becoming
      an Insider shall be excluded for the purposes of the limits set out in
      subparagraphs (a), (b) and (c) of this paragraph
8.







- 9 - 

	9. 	
      FINANCIAL ASSISTANCE FOR PURPOSE OF
  SHARES




	 	(a) 	
      Subject to applicable law, the Corporation may, in its
      sole discretion, arrange for the Corporation or any Subsidiary to make
      loans or provide guarantees for loans by financial institutions to assist
      Participants to purchase Shares upon the exercise of the Options so
      granted. Any loans granted by the Corporation or any Subsidiary to assist
      Participants to purchase Shares upon the exercise of Options shall be full
      recourse to the Participant and secured by the Shares purchased with the
      proceeds of the loan, and shall be at such rates of interest, if any, and
      on such other terms as may be determined by the Corporation.

	 	 	 
	 	(b) 	
      The Shares may be sold by the Participant at any time
      provided that an amount equivalent to the option price per Share sold, or
      the balance of the loan, whichever is the lesser, is applied in repayment
      of the loan.




	10. 	
      AMENDMENTS AND TERMINATION OF PLAN AND
    OPTIONS




	 	(a) 	
      Subject in all cases to the approval of all regulatory
      authorities, stock exchanges or over-the- counter markets having
      jurisdiction over the affairs of the Corporation, the Board may from time
      to time amend or revise any of the terms of the Plan (or any Option
      granted thereunder) or may terminate the Plan (or any Option granted
      thereunder) at any time provided, however, that:

	 	 	 	 
	 		(i) 	
      no such action shall, without the consent of the
      participant, in any manner adversely affect a Participant’s rights under
      any Option theretofore granted under the Plan;

	 	 	 	 
	 		(ii) 	
      if under the rules and policies of the Toronto Stock
      Exchange, or such other principal stock exchange or over-the-counter
      market on which the Shares are listed or quoted, such amendment requires
      approval by the shareholders of the Corporation, such amendment shall not
      be effective until the Corporation has obtained such approval in
      accordance with the rules and policies of the Toronto Stock Exchange or
      such other such other principal stock exchange or over-the-counter market
      on which the Shares are listed or quoted.

	 	 	 	 
	 	(b) 	
      No amendment to the terms of the Plan shall affect any
      Option granted prior to such date, and each such Option shall continue to
      be governed by the terms of the Plan as it existed immediately before such
      amendment, unless the Participant holding such Option agrees that it shall
      be governed by the amended terms of the Plan.




	11. 	
      EFFECTIVE DATE AND DURATION OF
  PLAN



Subject to paragraph 12, the Plan becomes effective on the
Effective Date and Options may be granted immediately thereafter in accordance
with the Plan. Any amendments to the Plan shall become effective upon the
approval of such amendments by the Board, subject to paragraph 12 if under the
rules and policies of the Toronto Stock Exchange, or such other principal stock
exchange or over-the-counter market on which the Shares are listed or quoted,
require shareholder approval for such amendment. Any Options granted subsequent
to the Effective Date or subsequent to the date of an amendment to the Plan but
prior to the approval of the Plan or of such amendment (if required) by the
shareholders of the Corporation as contemplated in paragraph 12 shall not be
exercisable until such approval is obtained and, if such approval is not
obtained, such Options shall be immediately cancelled. The Plan shall remain in
full force and effect until such time as the Board shall terminate the Plan, and
for so long thereafter as Options remain outstanding in favour of any
Participant. 




- 10 - 

	12. 	
      APPROVAL OF PLAN



The establishment of the Plan, and, if required by the rules
and policies of the Toronto Stock Exchange, or such other principal stock
exchange or over-the-counter market on which the Shares are listed or quoted,
any amendment to the Plan, shall be subject to approval of the shareholders of
the Corporation. All Options granted subsequent to such approval shall not
require approval by the shareholders unless such approval is required by the
regulatory authorities, stock exchanges or over-the-counter markets having
jurisdiction over the affairs of the Corporation.