ex101.htm


    Exhibit
10.1

     

    


     

    MAPLE
MOUNTAIN EXPLORATIONS INC.

     

    2007
STOCK OPTION PLAN

     

     

    This 2007 Stock Option Plan (the
“Plan”) provides for the grant of options to acquire common shares (the “Common
Shares”) in the capital of Maple Mountain Explorations Inc., 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.

     

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

     

    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 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”).

     

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

     

    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
1,170,000 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;

            


    

     

     

     

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (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.

            


    

     

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (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:

            


    

     

     

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

     

    
      	
              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.

            


    

     

    
      	
              (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.

            


    

     

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (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

            


    

     

    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.

            


    

     

     

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (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.

            


    

     

    
      	
              (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).

            


    

     

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (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.

            


    

     

    
      	
              (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.

     

    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 to
Section 78.320 of the Nevada Revised Statutes 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.

     

     

    
      
        
        

      

      
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              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.

     

    
      	
              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: May 24, 2007

     

     

     

     

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