Stock Option Plan (2009)Full Document 

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                                STOCK OPTION PLAN







                                      FOR:







                              GENEVA RESOURCES INC.







                                   May 9, 2007







                              GENEVA RESOURCES INC.
           2533 N. Carson Street, Suite 125, Carson City, Nevada 89706





                              GENEVA RESOURCES INC.


                                STOCK OPTION PLAN


                               ARTICLE 1. THE PLAN


1.1               TITLE

                  This plan is entitled the "STOCK  OPTION PLAN" (the "PLAN") of
Geneva Resources Inc., a Nevada corporation (the "COMPANY").

1.2               PURPOSE

                  The  purpose  of  the  Plan  is  to  enhance   the   long-term
stockholder  value  of the  Company  by  offering  opportunities  to  directors,
officers,  employees  and  eligible  consultants  of the Company and any Related
Company,  as defined  below,  to acquire and  maintain  stock  ownership  in the
Company in order to give these persons the  opportunity  to  participate  in the
Company's growth and success,  and to encourage them to remain in the service of
the Company or a Related Company.


                             ARTICLE 2. DEFINITIONS

                  The following  terms will have the  following  meanings in the
Plan:

         (a)      "BOARD" means the Board of Directors of the Company;

         (b)      "CAUSE", unless otherwise defined in the instrument evidencing
                  the award or in an  employment or services  agreement  between
                  the Company or a Related  Company and a  Participant,  means a
                  material  breach  of the  employment  or  services  agreement,
                  dishonesty, fraud, misconduct,  unauthorized use or disclosure
                  of confidential information or trade secrets, or conviction or
                  confession  of  a  crime   punishable  by  law  (except  minor
                  violations),   in  each  case  as   determined   by  the  Plan
                  Administrator,  and its determination  shall be conclusive and
                  binding;

         (c)      "CODE" means the United States INTERNAL  REVENUE CODE OF 1986,
                  as amended from time to time;

         (d)      "COMMON SHARES" means the common shares,  no par value, of the
                  Company;

         (e)      "CONSULTANT PARTICIPANT" means a Participant who is defined as
                  a Consultant Participant in Article 5 hereinbelow;





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         (f)      "CORPORATE  TRANSACTION",  unless  otherwise  defined  in  the
                  instrument evidencing the Option or in a written employment or
                  services  agreement  between the Company or a Related  Company
                  and a Participant, means consummation of either.

                    (i)  a merger or  consolidation  of the Company with or into
                         any other corporation, entity or person; or

                    (ii) a  sale,  lease,  exchange  or  other  transfer  in one
                         transaction or a series of related  transactions of all
                         or   substantially   all  the   Company's   outstanding
                         securities  or all or  substantially  all the Company's
                         assets; provided, however, that a Corporate Transaction
                         shall not include a Related Party Transaction;

         (g)      "DISABILITY",   unless   otherwise   defined   by   the   Plan
                  Administrator,  means a mental or physical  impairment  of the
                  Participant  that is  expected  to result in death or that has
                  lasted or is  expected to last for a  continuous  period of 12
                  months or more and that causes the  Participant  to be unable,
                  in the  opinion of the  Company,  to perform his or her duties
                  for the Company or a Related  Company and to be engaged in any
                  substantial gainful activity;

         (h)      "EMPLOYMENT   TERMINATION  DATE"  means,  with  respect  to  a
                  Participant,  the first  day upon  which  the  Participant  no
                  longer  has an  employment  or service  relationship  with the
                  Company or any Related Company;

         (i)      "EXCHANGE ACT" means the United States SECURITIES EXCHANGE ACT
                  OF 1934, as amended;

         (j)      "FAIR  MARKET  VALUE"  means the per share value of the Common
                  Shares determined as follows:

                    (i)  if the Common Shares are listed on an established stock
                         exchange or  exchanges or the NASDAQ  National  Market,
                         the  closing  price per share on the last  trading  day
                         immediately   preceding  such  date  on  the  principal
                         exchange  on  which  it is  traded  or as  reported  by
                         NASDAQ; or

                    (ii) if the Common Shares are not then listed on an exchange
                         or the  NASDAQ  National  Market,  but is quoted on the
                         NASDAQ Small Cap Market, the NASDAQ electronic bulletin
                         board or the National Quotation Bureau pink sheets, the
                         average of the closing  bid and asked  prices per share
                         for the  Common  Shares  as  quoted  by  NASDAQ  or the
                         National  Quotation  Bureau, as the case may be, on the
                         last trading day immediately preceding such date; or

                    (iii) if there is no such  reported  market  for the  Common
                         Shares  for  the  date  in  question,  then  an  amount
                         determined in good faith by the Plan Administrator;





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         (k)      "GRANT  DATE"  means the date on which the Plan  Administrator
                  completes  the  corporate  action  relating to the grant of an
                  Option or such later date specified by the Plan Administrator,
                  and on which all  conditions  precedent to the grant have been
                  satisfied,  provided that conditions to the  exercisability or
                  vesting of Options shall not defer the Grant Date;

         (l)      "INCENTIVE  STOCK  OPTION"  means an Option  granted  with the
                  intention,  as  reflected  in the  instrument  evidencing  the
                  Option, that it qualify as an "incentive stock option" as that
                  term is defined in Section 422 of the Code;

         (m)      "NONQUALIFIED  STOCK  OPTION"  means an Option  other  than an
                  Incentive Stock Option;

         (n)      "OPTION"  means the right to purchase  Common  Shares  granted
                  under Article 7 hereinbelow;

         (o)      "OPTION  EXPIRATION DATE" has the meaning set forth in Article
                  7.6 hereinbelow;

         (p)      "OPTION  TERM"  has the  meaning  set  forth  in  Article  7.3
                  hereinbelow;

         (q)      "PARTICIPANT"  means the  person to whom an Option is  granted
                  and who meets the eligibility  requirements imposed by Article
                  5 hereinbelow, including Consultant Participants as defined in
                  Article 5;

         (r)      "PARTICIPANT"  means the  person to whom an Option is  granted
                  and who meets the eligibility  requirements imposed by Article
                  5 hereinbelow, including Consultant Participants as defined in
                  Article 5;

         (s)      "PLAN  ADMINISTRATOR" has the meaning set forth in Article 3.1
                  hereinbelow;

         (t)      "RELATED   COMPANY"   means  any  entity  that,   directly  or
                  indirectly, is in control of or is controlled by the Company;

         (u)      "RELATED PARTY TRANSACTION" means:

                    (i)  a merger or  consolidation  of the Company in which the
                         holders  of  Common  Shares  immediately  prior  to the
                         merger hold at least a majority of the Common Shares in
                         the Successor Corporation immediately after the merger;

                    (ii) a sale,  lease,  exchange or other  transaction  in one
                         transaction or a series of related  transactions of all
                         or   substantially   all  the  Company's  assets  to  a
                         wholly-owned subsidiary corporation;





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                    (iii) a mere reincorporation of the Company; or

                    (iv) a  transaction  undertaken  for  the  sole  purpose  of
                         creating  a  holding  company  that  will be  owned  in
                         substantially  the same  proportion  by the persons who
                         held the Company's  securities  immediately before such
                         transaction;

         (v)      "RETIREMENT",   unless   otherwise   defined   by   the   Plan
                  Administrator  from  time to time for  purposes  of the  Plan,
                  means   retirement  on  or  after  the   individual's   normal
                  retirement  date  under  the  Company's  401(k)  plan or other
                  similar successor plan applicable to salaried employees;

         (w)      "SECURITIES  ACT" means the United  States  SECURITIES  ACT OF
                  1933, as amended;

         (x)      "SUCCESSOR  CORPORATION"  has the meaning set forth in Article
                  11.3.1 hereinbelow; and

         (y)      "VESTING COMMENCEMENT DATE" means the Grant Date or such other
                  date selected by the Plan Administrator as the date from which
                  the  Option  begins  to  vest  for  purposes  of  Article  7.4
                  hereinbelow.


                            ARTICLE 3. ADMINISTRATION

3.1               PLAN ADMINISTRATOR

                  The Plan  shall be  administered  by the Board or a  committee
appointed  by, and  consisting  of one or more  members of, the Board (the "PLAN
ADMINISTRATOR").  If and so long  as the  Common  Shares  are  registered  under
Section  12(b) or  12(g) of the  Exchange  Act,  the  Board  shall  consider  in
selecting  the  members  of any  committee  acting as Plan  Administrator,  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) "NONEMPLOYEE  DIRECTORS",  as contemplated
by Rule 16b-3 under the Exchange  Act.  Committee  members  shall serve for such
term as the Board may determine, subject to removal by the Board at any time. At
any time when no committee has been appointed to administer  the Plan,  then the
Board will be the Plan Administrator.

3.2               ADMINISTRATION AND INTERPRETATION BY PLAN ADMINISTRATOR

                  Except for the terms and  conditions  explicitly  set forth in
the  Plan,  the  Plan  Administrator  shall  have  exclusive  authority,  in its
discretion,  to  determine  all  matters  relating  to  Options  under the Plan,
including  the  selection  of  individuals  to be granted  Options,  the type of
Options,  the  number  of  Common  Shares  subject  to  an  Option,  all  terms,
conditions,  restrictions and limitations, if any, of an Option and the terms of
any instrument that evidences the Option. The Plan Administrator shall also have
exclusive  authority  to  interpret  the  Plan and the  terms of any  instrument
evidencing  the  Option  and may from time to time  adopt and  change  rules and





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regulations  of  general  application  for the Plan's  administration.  The Plan
Administrator's  interpretation  of the Plan and its rules and regulations,  and
all actions taken and determinations made by the Plan Administrator  pursuant to
the Plan,  shall be conclusive and binding on all parties  involved or affected.
The  Plan  Administrator  may  delegate  administrative  duties  to  such of the
Company's officers as it so determines.


                      ARTICLE 4. STOCK SUBJECT TO THE PLAN

4.1               AUTHORIZED NUMBER OF SHARES

                  Subject to adjustment from time to time as provided in Article
11.1  hereinbelow,  the number of Common Shares available for issuance under the
Plan shall be 5,000,000 shares.

4.2               REUSE OF SHARES

                  Any  Common  Shares  that have been made  subject to an Option
that  cease to be subject to the Option  (other  than by reason of  exercise  or
settlement of the Option to the extent it is exercised for or settled in shares)

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