Cardero Resource Corp.: Exhibit 4.1 - Filed by newsfilecorp.com





CARDERO RESOURCE CORP. 
(the “Company”)


2012 INCENTIVE STOCK OPTION PLAN 

1.        
Objectives 

The Plan is intended as an incentive to enable the Company to:


	 	(a) 	
      attract and retain qualified directors, officers,
      employees and consultants of the Company and its Affiliates,

	 	 	 
	 	(b) 	
      promote a proprietary interest in the Company and its
      Affiliates among its employees, officers, directors and consultants,
      and

	 	 	 
	 	(c) 	
      stimulate the active interest of such persons in the
      development and financial success of the Company and its
  Affiliates.



2.        
Definitions 

As used in the Plan, the terms set forth below shall have the
following respective meanings: 

“Affiliate” has the meaning ascribed thereto in the
Securities Act, as amended from time to time; 

“Associate” has the meaning ascribed thereto in the
Securities Act, as amended from time to time; 

“Board” means the board of directors of the Company;


“Committee” means the Compensation Committee of the
Board; 

“Consultant” shall have the meaning set forth in
National Instrument 45-106, as amended or superseded from time to time; 

“Company” means Cardero Resource Corp., a company
subsisting under the Business Corporations Act (British Columbia) and its
successor corporations; 

“Director” means a member of the Board; 

“Employees” means an employee of the Company or any of
its Affiliates and includes: 

	 	(a) 	
      an individual who is (or would be if he were employed in
      Canada) considered an employee of the Company or any of its Affiliates
      under the Income Tax Act (Canada);

	 	 	 
	 	(b) 	
      an individual who works full-time for the Company or any
      of its Affiliates providing services normally provided by an employee and
      who is subject to the same direction and control by the Company or such
      Affiliate over the details and methods of work as an employee of the
  Company or such Affiliate; and







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	 	(c) 	
      an individual who works for the Company or any of its
      Affiliates on a continuing and regular basis for a minimum amount of time
      per week or month providing services normally provided by an employee and
      who is subject to the same control and direction by the Company or such
      Affiliate over the details of work as an employee of the Company or such
      Affiliate;



“Insider” has the meaning ascribed thereto in the TSX
Company Manual; 

“Management Company Employee” means an Employee of a
person providing management services to the Company or an Affiliate of the
Company (not including promotional or investor relations services); 

“Non-Employee Director” means a director of the Company
or of an Affiliate of the Company who is not an Employee or an Officer; 

“Officer” has the meaning ascribed thereto in the
Securities Act; 

“Option” means an option to purchase Shares granted
under or subject to the terms of the Plan; 

“Option Agreement” means a written agreement between the
Company and an Optionee that sets forth the terms, conditions and limitations
applicable to an Option; 

“Option Period” means the period for which an Option is
granted; 

“Optioned Shares” means the Shares for which an Option
is or may become exercisable;

“Optionee” means a person to whom an Option has been
granted under the terms of the Plan or who holds an Option that is otherwise
subject to the terms of the Plan; 

“Plan” means this 2012 Incentive Stock Option Plan of
the Company; 

“Securities Act” means the Securities Act
(British Columbia), R.S.B.C. 1996 c.418, as amended from time to time; 

“Shares” means common shares without par value in the
capital stock of the Company as the same are presently constituted; and 

“TSX” means the Toronto Stock Exchange or any successor
thereto. 

	3. 	
      Administration of the Plan

	 	 
	3.1 	
      The Plan will be administered by the Committee, which
      shall have the duties and responsibilities in respect thereof as set out
      in the Company’s Compensation Committee Charter. Notwithstanding the
      existence of any such Committee, the Board itself will retain independent
      and concurrent power to undertake any action hereunder delegated
  to the Committee, whether with respect to the Plan as a
      whole or with respect to individual Options granted or to be granted under
  the Plan.







- 3 - 

	3.2 	
      Subject to the limitations of the Plan, the Board, based
      upon the recommendation(s) of the Committee, shall have full power to
      grant Options, to determine the terms, limitations, restrictions and
      conditions respecting such Options and to settle, execute and deliver
      Option Agreements and bind the Company accordingly, to interpret the Plan
      and to adopt such rules, regulations and guidelines for carrying out the
      Plan as it may deem necessary or proper and to reserve, allot, fix the
      price of and issue Shares pursuant to the grant and exercise of Options,
      all of which powers shall be exercised in the best interests of the
      Company and in keeping with the objectives of the Plan.

	 	 
	3.3 	
      Any decision of the Board or Committee in the
      interpretation and administration of the Plan shall lie within its
      absolute discretion and shall be final, conclusive and binding on all
      parties concerned. No member of the Board or Committee shall be liable for
      anything done or omitted to be done by such member, by any other member of
      the Board or Committee or by any officer of the Company, in connection
      with the performance of any duties under the Plan, except those which
      arise from such member’s own wilful misconduct or as expressly provided by
      statute.

	 	 
	3.4 	
      The Company shall pay all administrative costs of the
      Plan.

	 	 
	4. 	
      Eligibility for Options

	 	 
	4.1 	
      Options may be granted to Employees, Officers, Directors
      (including Non-Employee Directors), Management Company Employees, and
      Consultants of the Company and its Affiliates who are, in the opinion of
      the Committee, in a position to contribute to the success of the Company
      or any of its Affiliates or who, by virtue of their service to the Company
      or any predecessors thereof or to any of its Affiliates, are in the
      opinion of the Committee, worthy of special recognition. Except as may be
      otherwise set out in this Plan, the granting of Options is entirely
      discretionary. Nothing in this Plan shall be deemed to give any person any
      right to participate in this Plan or to be granted an Option and the
      designation of any Optionee in any year or at any time shall not require
      the designation of such person to receive an Option in any other year or
      at any other time. The Committee shall consider such factors as it deems
      pertinent in selecting participants and in determining the amounts and
      terms of their respective Options for recommendation to the
  Board.

	 	 
	4.2 	
      If an Optionee who is granted an Option is an Employee,
      Management Company Employee or Consultant of the Company or any of its
      Affiliates, the Option Agreement pertaining to such Option shall contain a
      representation by the Optionee that the Optionee is a bona fide Employee,
      Management Company Employee or Consultant of the Company or its
      Affiliates.

	 	 
	4.3 	
      Subject to:





	 	(a) 	
      the acceptance of this Plan for filing by the TSX;
    and







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	 	(b) 	
      the approval of this Plan by the
  shareholders,




		
      any options over securities of the Company previously
      granted by the Company which remain outstanding as at August 17, 2012,
      will be deemed to have been issued under and will be governed by the terms
      of the Plan provided that, in the event of inconsistency between the terms
      of the agreements governing such options previously granted and the terms
      of the Plan, the terms of such agreements shall govern.

	 	 	 	 
	4.4 	
      Subject to any applicable regulatory approvals, Options
      may also be granted under the Plan in exchange for outstanding options
      granted by the Company or any predecessor Company thereof or any Affiliate
      thereof, whether such outstanding options were granted under the Plan,
      under any other stock option plan of the Company or any predecessor
      Company or any Affiliate thereof, or under any stock option agreement with
      the Company or any predecessor Company or Affiliate thereof.

	 	 	 	 
	4.5 	
      Subject to any applicable regulatory approvals, Options
      may also be granted under the Plan in substitution for outstanding options
      of one or more other companies in connection with a plan of arrangement or
      exchange, amalgamation, merger, consolidation, acquisition of property or
      shares, or other reorganization between or involving such other companies
      the Company or any of its Affiliates.

	 	 	 	 
	5. 	
      Number of Shares Reserved under the Plan

	 	 	 	 
	5.1 	
      The number of Shares that may be reserved for issuance
      under the Plan is limited as follows:

	 	 	 	 
		(a) 	
      the maximum aggregate number of Shares which may be made
      issuable pursuant to the exercise of Options granted under the Plan at any
      particular time (together with those Shares which may be issued pursuant
      to any other security-based compensation plan of the Company or any other
      options for services granted by the Company at such time) shall be a
      maximum of ten percent (10%) of the number of issued and outstanding
      Shares at such time, provided that if any Option subject to the Plan is
      exercised, forfeited, expires, is terminated or is cancelled for any
      reason whatsoever, then the Shares previously subject to such Option are
      automatically reloaded and available for future Option grants;
  and

	 	 	 	 
		(b) 	
      if and for so long as the Shares are listed on the
      TSX:

	 	 	 	 
			(i) 	
      the maximum aggregate number of Shares that may be
      reserved under the Plan or other share compensation arrangements of the
      Company for issuance to Insiders at any particular time shall not exceed
      ten percent (10%) of the issued and outstanding number of Shares at such
      time; and

	 	 	 	 
			(ii) 	
      the number of Shares issued to Insiders pursuant to the
      Plan (together with any Shares issued to Insiders pursuant to any other
      share compensation arrangements of the Company) within a twelve (12) month
      period shall not exceed ten (10%) percent of the
issued and outstanding number of Shares. 







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	6. 	
      Number of Optioned Shares per Option

	 	 	 
	6.1 	
      Subject always to the limitations in subsection 5.1, the
      number of Optioned Shares under an Option shall be determined by the
      Committee, in its discretion, at the time such Option is granted, taking
      into consideration the Optionee’s present and potential contribution to
      the success of the Company and taking into account all other Options then
      held by such Optionee.

	 	 	 
	7. 	
      Price

	 	 	 
	7.1 	
      The exercise price per Optioned Share under an Option
      shall be determined by the Committee, in its discretion, at the time such
      Option is granted, but such price shall be not less than the greater
      of:

	 	 	 
		(a) 	
      the closing price of the Shares on the TSX on the trading
      day immediately preceding the day on which the Option is granted (provided
      that if there are no trades on such day then the last closing price within
      the preceding ten trading days will be used, and if there are no trades
      within such ten-day period, then the simple average of the bid and ask
      prices on the trading day immediately preceding the day of grant will be
      used); and

	 	 	 
		(b) 	
      the volume weighted average trading price (calculated by
      dividing the total value by the total volume of Shares traded on the TSX
      during the relevant period) of the Shares on the TSX for the five (5)
      trading days immediately prior to the date of
grant.




		
      The exercise price at which, and the number of optioned
      securities for which, an outstanding Option may be exercised following a
      subdivision or consolidation of the Shares shall be subject to adjustment
      in accordance with section 11.

	 	 
	7.2 	
      The exercise price per Optioned Share under an Option may
      be reduced at the discretion of the Committee
if:




	 	(a) 	
      at least six (6) months has elapsed since the later of
      the date such Option was granted and the date the exercise price for such
      Option was last amended; and

	 	 	 
	 	(b) 	
      shareholder approval is obtained, including disinterested
      shareholder approval if required by the TSX, for any reduction in the
      exercise price under an Option;



provided that none of the conditions in
this subsection 7.2 will apply in the case of an adjustment made under section
11. 




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	8. 	
      Option Period and Exercise of Options

	 	 	 
	8.1 	
      The Option Period for an Option shall be determined by
      the Committee at the time the Option is granted and may be up to ten (10)
      years from the date the Option is granted. At the time an Option is
      granted, the Committee may determine that, with respect to that Option,
      upon the occurrence of one of the events described in subsection 10.1
      there shall come into force a time limit for exercise of such Option which
      is different than the Option Period, and in the event of such a
      determination, the Option Agreement for such Option shall contain
      provisions which specify the events and time limits related to that
      determination. Subject to the applicable maximum Option Period provided
      for in this subsection 8.1 and subject to applicable regulatory
      requirements and approvals, the Committee may extend the Option Period of
      an outstanding Option beyond its original expiration date, provided that
      shareholder approval, including disinterested shareholder approval if
      required by the TSX, is obtained for any extension of the Option Period of
      an outstanding Option.

	 	 	 
	8.2 	
      The Committee may determine when any Option will become
      exercisable and may determine that the Option shall be exercisable in
      instalments.

	 	 	 
	8.3 	
      If there is a takeover bid or tender offer made for all
      or any of the issued and outstanding Shares, then the Board may, in its
      sole and absolute discretion and if permitted by applicable legislation
      and the policies and rules of any stock exchange or regulatory body having
      jurisdiction over the securities of the Company, unilaterally determine
      that outstanding Options, whether fully vested and exercisable or subject
      to vesting provisions or other limitations on exercise, shall be
      conditionally exercisable in full to enable the Optioned Shares subject to
      such Options to be conditionally issued and tendered to such bid or offer,
      subject to the conditions that if the bid or offer is not duly completed
      the exercise of such Options and the issue of such Shares will be
      rescinded and nullified and the Options, including any vesting provisions
      or other limitations on exercise which were in effect will be
      re-instated.

	 	 	 
	8.4 	
      The vested portions of Options will be exercisable, in
      whole or in part, at any time after vesting. If an Option is exercised for
      fewer than all of the Optioned Shares for which the Option has then
      vested, the Option shall remain in force and exercisable for the remaining
      Optioned Shares for which the Option has then vested, according to the
      terms of such Option.

	 	 	 
	8.5 	
      The exercise of any Option will be contingent upon
      receipt by the Company of payment in full for the exercise price of the
      Shares being purchased in cash by way of certified cheque or bank draft.
      Neither an Optionee nor the legal representatives, legatees or
      distributees of such Optionee will be, or will be deemed to be, a holder
      of any Shares subject to an Option under the Plan unless and
  until:

	 	 	 
		(a) 	
      certificates for such Shares are issuable to the Optionee
      or such other persons pursuant to the Option or the Plan;
  or







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	 	(b) 	
      such Shares are registered in the name of the Optionee or
      such other persons pursuant to the Option or the Plan in accordance with
      any system of direct registration that may be adopted by the
    Company.




	8.6 	
      Notwithstanding the provisions of subsection 8.1 or the
      date of expiration of an Option determined in accordance with this Plan
      (“Fixed Term”), the date of expiration of an Option will be
      adjusted, without being subject to Board or Committee discretion, to take
      into account any blackout period imposed on the Optionee by the Company as
      follows:

	 	 	 
		(a) 	
      if the Fixed Term expiration date falls within a blackout
      period imposed on the Optionee by the Company, then the Fixed Term
      expiration date is extended to the close of business on the tenth
      (10th ) business day after the end of such blackout period (the
      “Blackout Expiration Term”); or

	 	 	 
		(b) 	
      if the Fixed Term expiration date falls within two (2)
      business days after the end of a blackout period imposed on the Optionee
      by the Company, then the Fixed Term expiration date will be that date
      which is the Blackout Expiration Term reduced by that number of business
      days between the Fixed Term expiration date and the end of such blackout
      period (i.e. Options whose Fixed Term expires two (2) business days after
      the end of the blackout period will only have an additional eight (8)
      business days to exercise.)

	 	 	 
	9. 	
      Stock Option Agreement

	 	 	 
	9.1 	
      Upon the grant of an Option to an Optionee, the Company
      and the Optionee shall enter into an Option Agreement setting out the
      number of Optioned Shares subject to the Option, the Option Period and, if
      applicable, the vesting schedule for the Option, and incorporating the
      terms and conditions of the Plan and any other requirements of regulatory
      authorities and stock exchanges having jurisdiction over the securities of
      the Company, together with such other terms and conditions as the
      Committee may determine in accordance with the Plan.

	 	 	 
	10. 	
      Effect of Termination of Employment or
  Death

	 	 	 
	10.1 	
      An outstanding Option shall remain in full force and
      effect and exercisable according to its terms for the Option Period
      notwithstanding that the holder of such Option ceases to be an Employee,
      Officer, Director (including a Non-Employee Director), Management Company
      Employee, or Consultant of the Company or an Affiliate for any reason,
      including death, subject always to any express term in any Option
      Agreement made pursuant to subsection 8.1 which provides that upon the
      occurrence of one of such events there shall come into force a time limit
      for exercise of such Option which is different than the Option Period. So
      long as the Shares are listed on the TSX (unless otherwise permitted by
      the TSX) the maximum period within which the heirs or administrators of a
      deceased Optionee may exercise any portion of an outstanding Option is one
      (1) year from the date of death or the balance of the Option Period, which
      ever is earlier.







- 8 - 

	10.2 	
      In the event of the death of an Optionee, an Option which
      remains exercisable may be exercised in accordance with its terms by the
      person or persons to whom such Optionee’s rights under the Option shall
      have passed under the Optionee’s will or pursuant to law.

	 	 
	11. 	
      Adjustment in Shares Subject to the Plan

	 	 
	11.1 	
      Following the date an Option is granted, the exercise
      price for and the number of Optioned Shares which are subject to an Option
      will be adjusted, with respect to the then unexercised portion thereof, by
      the Committee from time to time (on the basis of such advice as the
      Committee considers appropriate, including, if considered appropriate by
      the Committee, a certificate of the auditor of the Company) in the events
      and in accordance with the provisions and rules set out in this section
      11, with the intent that the rights of Optionees under their Options are,
      to the extent possible, preserved notwithstanding the occurrence of such
      events. The Committee will conclusively determine any dispute that arises
      at any time with respect to any adjustment pursuant to such provisions and
      rules, and any such determination will be binding on the Company, the
      Optionee and all other affected parties.

	 	 
	11.2 	
      The number of Optioned Shares to be issued on the
      exercise of an Option shall be adjusted from time to time to account for
      each dividend of Shares (other than a dividend in lieu of cash dividends
      paid in the ordinary course), so that upon exercise of the Option for an
      Optioned Share the Optionee shall receive, in addition to such Optioned
      Share, an additional number of Shares (“Additional Shares”), at no
      further cost, to adjust for each such dividend of Shares. The adjustment
      shall take into account every dividend of Shares that occurs between the
      date of the grant of the Option and the date of exercise of the Option for
      such Optioned Share. If there has been more than one such dividend, the
      adjustment shall also take into account that the dividends that are later
      in time would have been distributed not only on the Optioned Share had it
      been outstanding, but also on all Additional Shares which would have been
      outstanding as a result of previous dividends.

	 	 
	11.3 	
      If the outstanding Shares are changed into or exchanged
      for a different number or kind of shares or into or for other securities
      of the Company or securities of another Company or entity, whether through
      an arrangement, amalgamation or other similar procedure or otherwise, or a
      share recapitalization, subdivision or consolidation, then on each
      exercise of the Option which occurs following such events, for each
      Optioned Share for which the Option is exercised, the Optionee shall
      instead receive the number and kind of shares or other securities of the
      Company or other Company into which such Option Share would have been
      changed or for which such Option Share would have been exchanged if it had
      been outstanding on the date of such event.

	 	 
	11.4 	
      If the outstanding Shares are changed into or exchanged
      for a different number or kind of shares or into or for other securities
      of the Company or securities of another Company or entity, in a manner
      other than as specified in subsections 11.2 or 11.3, then the Committee,
      in its sole discretion, may make such adjustment to the securities to be
      issued pursuant to any exercise of the Option and the exercise price to be
      paid for each such security following such event as the Committee in its
      sole and absolute discretion determines to be equitable to give effect to the
      principle described in subsection 11.1, and such adjustments shall be
      effective and binding upon the Company and the Optionee for all
  purposes.







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	11.5 	
      If the Company distributes, by way of a dividend or
      otherwise, to all or substantially all holders of Shares, property,
      evidences of indebtedness or shares or other securities of the Company
      (other than Shares) or rights, options or warrants to acquire Shares or
      securities convertible into or exchangeable for Shares or other securities
      or property of the Company, other than as a dividend in the ordinary
      course, then, if the Committee, in its sole discretion, determines that
      such action equitably requires an adjustment in the exercise price under
      any outstanding Option or in the number(s) of Optioned Shares subject to
      any such Option, or both, such adjustment may be made by the Committee and
      shall be effective and binding on the Company and the Optionee for all
      purposes.

	 	 
	11.6 	
      No adjustment or substitution provided for in this
      section 11 shall require the Company to issue a fractional share in
      respect of any Option. Fractional shares shall be eliminated.

	 	 
	11.7 	
      The grant or existence of an Option shall not in any way
      limit or restrict the right or power of the Company to effect adjustments,
      reclassifications, reorganizations, arrangements or changes of its capital
      or business structure, or to amalgamate, merge, consolidate, dissolve or
      liquidate, or to sell or transfer all or any part of its business or
      assets.

	 	 
	11.8 	
      Any adjustment or substitution provided for in this
      section 11 shall require the acceptance for filing thereof by the
    TSX.

	 	 
	12. 	
      Non-Assignability

	 	 
	12.1 	
      Neither the Options nor the benefits and rights of any
      Optionee under any Option or under the Plan shall be assignable or
      otherwise transferable, except as specifically provided in subsection 10.2
      in the event of the death of the Optionee. During the lifetime of the
      Optionee, all such Options, benefits and rights may only be exercised by
      the Optionee.

	 	 
	13. 	
      Employment

	 	 
	13.1 	
      Nothing contained in the Plan shall confer upon any
      Optionee, or any person employing a Management Company Optionee, any right
      with respect to employment or continuance of employment with, or the
      provision of services to, the Company or any of its Affiliates, or
      interfere in any way with the right of the Company or any of its
      Affiliates to terminate the Optionee’s employment or the services of any
      such person at any time. Participation in the Plan by an Optionee is
      voluntary.

	 	 
	14. 	
      Regulatory Acceptances

	 	 
	14.1 	
      The Plan is subject to the acceptance of the Plan for
      filing by the TSX, and the Committee is authorized to amend the Plan from
      time to time in order to comply with any changes required from time to time by such applicable
      regulatory authorities, whether as conditions to the acceptance for filing
      of the Plan or otherwise, provided that no such amendment will in any way
      derogate from the rights held by Optionees holding Options (vested or
      unvested) at the time thereof without the consent of such
  Optionees.








- 10 - 

	14.2 	
      The obligation of the Company to issue and deliver
      Optioned Shares pursuant to the exercise of any Options granted under the
      Plan is subject to the acceptance of the Plan for filing by the TSX. If
      any Shares cannot be issued to any Optionee for any reason, including,
      without limitation, the failure to obtain such acceptance for filing, then
      the obligation of the Company to issue such Optioned Shares shall
      terminate and any amounts paid to the Company for such Optioned Shares
      shall be returned to the Optionee forthwith without interest or
      deduction.

	 	 
	15. 	
      Securities Regulation and Tax
Withholding

	 	 
	15.1 	
      Where necessary to enable the Company to use an exemption
      from requirements to register Optioned Shares or file a prospectus or use
      a registered dealer to distribute Optioned Shares under securities laws
      applicable to the securities of the Company in any jurisdiction, an
      Optionee, upon the acquisition of any Optioned Shares by the exercise of
      Options and as a condition to such exercise, shall provide to the
      Committee such evidence as the Committee requires to demonstrate that the
      Optionee or recipient will acquire such Optioned Shares with investment
      intent (i.e. for investment purposes) and not with a view to their
      distribution, including an undertaking to that effect in a form acceptable
      to the Committee. The Committee may cause a legend or legends to be placed
      upon any certificates for the Optioned Shares to make appropriate
      reference to applicable resale restrictions, and the Optionee or recipient
      shall be bound by such restrictions. The Committee also may take such
      other action or require such other action or agreement by such Optionee or
      proposed recipient as may from time to time be necessary to comply with
      applicable securities laws. This provision shall in no way obligate the
      Company to undertake the registration or qualification of any Options or
      the Optioned Shares under any securities laws applicable to the securities
      of the Company.

	 	 
	15.2 	
      The Committee and the Company may take all such measures
      as they deem appropriate to ensure that the Company’s obligations under
      the withholding provisions under income tax laws applicable to the Company
      and other provisions of applicable laws are satisfied with respect to the
      issuance of Shares pursuant to the Plan or the grant or exercise of
      Options under the Plan.

	 	 
	15.3 	
      Without limiting the generality of subsection 15.2, the
      Company shall have the right to deduct and withhold from any amount
      payable or consideration deliverable to an Optionee (a
      “Participant”), either under the Plan or otherwise, such amount or
      consideration as may be necessary to enable the Company to comply with the
      applicable requirements of any federal, provincial, state or local law, or
      any administrative policy of any applicable tax authority, relating to the
      deduction, withholding or remittance of tax or any other required
      deductions or remittances with respect to awards hereunder
      (“Withholding Obligations”). The Company shall also have the right
      in its discretion to satisfy any liability for any Withholding Obligations
      by withholding and selling, or causing a broker to sell, on behalf of
any Participant, such number of Shares issued to the Participant pursuant to an
exercise of Options hereunder as is sufficient to fund the Withholding
Obligations (after deducting commissions payable to the broker and other costs
and expenses), or retaining any amount or consideration which would otherwise be
paid, delivered or provided to the Participant hereunder. The Company may
require a Participant, as a condition to granting an Option or the exercise of
an Option, to make such arrangements as the Company may in its discretion
require so that the Company can satisfy applicable Withholding Obligations,
including, without limitation: 








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	 	(a) 	
      requiring the Participant to remit the amount of any such
      Withholding Obligations to the Company in advance;

	 	 	 
	 	(b) 	
      requiring the Participant to indemnify and reimburse the
      Company for any such Withholding Obligations;

	 	 	 
	 	(c) 	
      withholding and selling Shares acquired by the
      Participant under the Plan, or causing a broker to sell such Shares on
      behalf of the Participant, withholding from the proceeds realized from
      such sale the amount required to satisfy any such Withholding Obligations,
      and remitting such amount directly to the Company; or

	 	 	 
	 	(d) 	
      any combination thereof.




	15.4 	
      Any Shares of a Participant that are sold by the Company,
      or by a broker engaged by the Company (the “Broker”), to fund
      Withholding Obligations will be sold as soon as practicable in
      transactions effected on the exchange on which the Shares are then listed
      for trading, if any. In effecting the sale of any such Shares, the Company
      or the Broker will exercise its sole judgment as to the timing and manner
      of sale and will not be obligated to seek or obtain a minimum price.
      Neither the Company nor the Broker will be liable for any loss arising out
      of any sale of such Shares including any loss relating to the manner or
      timing of such sales, the prices at which the Shares are sold or
      otherwise. In addition, neither the Company nor the Broker will be liable
      for any loss arising from a delay in transferring any Shares to a
      Participant. The sale price of Shares sold on behalf of Participants will
      fluctuate with the market price of the Company’s shares and no assurance
      can be given that any particular price will be received upon any such
      sale.

	 	 
	15.5 	
      Issuance of Shares or delivery of share certificates for
      or direct registration of Shares purchased pursuant to the Plan may be
      delayed, at the discretion of the Committee, until the Committee is
      satisfied that the applicable requirements of income tax laws and other
      applicable laws have been met.

	 	 
	16. 	
      Amendment and Termination of Plan

	 	 
	16.1 	
      Subject to the policies, rules and regulations of any
      lawful authority having jurisdiction (including the TSX or any other stock
      exchange on which the Shares may be listed), the Board may, at any time,
      without further action or approval by the shareholders of the Company,
      amend the Plan, any Option or Option Agreement in such respects as it may
      consider advisable to:







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	 	(a) 	
      ensure that the Options granted hereunder will comply
      with any provisions respecting stock options in tax and other laws in
      force in any country or jurisdiction of which a Optionee to whom an Option
      has been granted may from time to time be resident or a citizen;

	 	 	 
	 	(b) 	
      make amendments of an administrative nature;

	 	 	 
	 	(c) 	
      correct any defect, supply any omission or reconcile any
      inconsistency in the Plan, any Option or Option Agreement;

	 	 	 
	 	(d) 	
      change the vesting provisions of an Option or the
      Plan;

	 	 	 
	 	(e) 	
      change termination provisions of an Option provided that
      the expiry date does not extend beyond the original expiry date;

	 	 	 
	 	(f) 	
      add or modify a cashless exercise feature providing for
      payment in cash or securities upon the exercise of Options;

	 	 	 
	 	(g) 	
      make any amendments required to comply with applicable
      laws or the requirements of the TSX or any regulatory body or stock
      exchange with jurisdiction over the Company;

	 	 	 
	 	(h) 	
      add or change provisions relating to any form of
      financial assistance provided by the Company to participants under the
      Plan that would facilitate the purchase of securities under the Plan;
      and



provided that shareholder approval
shall be obtained for any amendment that results in: 

	 	(i) 	
      an increase in the Shares issuable under Options granted
      pursuant to the Plan;

	 	 	 
	 	(j) 	
      a change in the persons who qualify as participants
      eligible to participate under the Plan;

	 	 	 
	 	(k) 	
      a reduction in the exercise price of an Option;

	 	 	 
	 	(l) 	
      the cancellation and reissuance of any Option;

	 	 	 
	 	(m) 	
      the extension of the term of an Option;

	 	 	 
	 	(n) 	
      a change in the Insider participation limit contained in
      subsection 5.1(b);

	 	 	 
	 	(o) 	
      Options becoming transferable or assignable other than
      for the purposes described in section 10; and

	 	 	 
	 	(p) 	
      a change in the amendment provisions contained in this
      section 16.




	16.2 	
      No Shares shall be issued under any amendment to this
      Plan unless and until the amended Plan has been accepted for filing by the
      TSX.







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	16.3 	
      The Plan may be abandoned or terminated in whole or in
      part at any time by the Board, except with respect to any Option then
      outstanding under the Plan.

	 	 
	16.4 	
      The Board may not, without the consent of the affected
      Optionee(s), alter or impair any of the rights or obligations under any
      Option then outstanding under the Plan.

	 	 
	17. 	
      No Representation or Warranty

	 	 
	17.1 	
      The Company makes no representation or warranty as to the
      future market value of any Shares or Optioned Shares.

	 	 
	18. 	
      General Provisions

	 	 
	18.1 	
      Nothing contained in the Plan shall prevent the Company
      or any of its Affiliates from adopting or continuing in effect other
      compensation arrangements (subject to shareholder approval if such
      approval is required by TSX) and such arrangements may be either generally
      applicable or applicable only in specific cases.

	 	 
	18.2 	
      The validity, construction and effect of the Plan, the
      grants of Options, the issue of Optioned Shares, any rules and regulations
      relating to the Plan any Option Agreement, and all determinations made and
      actions taken pursuant to the Plan, shall be governed by and determined in
      accordance with the laws of the Province of British Columbia and the laws
      of Canada applicable therein.

	 	 
	18.3 	
      If any provision of the Plan or any Option Agreement is
      or becomes or is deemed to be invalid, illegal or unenforceable in any
      jurisdiction or as to any person or Option, or would disqualify the Plan
      or any Option under any law deemed applicable by the Committee, such
      provision shall be construed or deemed amended to conform to the
      applicable laws, or if it cannot be construed or deemed amended without,
      in the determination of the Committee, materially altering the intent of
      the Plan or the Option, such provision shall be stricken as to such
      jurisdiction, person, or Option and the remainder of the Plan and any such
      Option Agreement shall remain in full force and effect.

	 	 
	18.4 	
      Neither the Plan nor any Option shall create or be
      construed to create a trust or separate fund of any kind or a fiduciary
      relationship between the Company or any of its Affiliates and an Optionee
      or any other person.

	 	 
	18.5 	
      Headings are given to the sections of the Plan solely as
      a convenience to facilitate reference. Such headings shall not be deemed
      in any way material or relevant to the construction or interpretation of
      the Plan or any provision thereof.

	 	 
	19. 	
      Term of the Plan

	 	 
	19.1 	
      The Plan shall be effective as of August 17, 2012,
      subject to its approval by the shareholders of the Company and acceptance
      for filing by the TSX pursuant to section 14.







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	19.2 	
      The Plan shall be effective until August 17, 2022 unless
      the Plan is earlier terminated by the Board pursuant to section 16, and no
      Option shall be granted under the Plan after that date. Unless otherwise
      expressly provided in the Plan or in an applicable Option Agreement, the
      Option Period for any Option granted hereunder will, and any authority of
      the Board to amend, alter, adjust, suspend, discontinue or terminate any
      such Option or to waive any conditions or rights under any such Option
      shall, continue after termination of the Plan on August 17, 2022 or any
      earlier termination date of the Plan, notwithstanding such
    termination.




	Adopted by the Board 	 
	(subject to Shareholder and TSX approval): 	August 17, 2012 
	 	 
	Accepted for filing by the TSX: 	August 20, 2012 
	 	 
	Approved by the Shareholders: 	September 13, 2012