Common use of Stock Appreciation Rights Clause in Contracts

Stock Appreciation Rights. The Executive is hereby granted 300,000 stock appreciation rights (“SARS”) which shall entitle the Executive to receive in cash from the Company any increase in the fair market value of the common shares of the Company from the fair market value thereof on the date hereof to the date of exercise of the SARS. 150,000 of the SARS shall vest immediately, and the other 150,000 SARS shall vest on December 31, 2007. All SARS will have a 10-year term and, to the extent applicable, shall be governed by the provisions of the Stock Option Plan of the Company, including for greater certainty, the provisions relating to the calculation of the fair market value of common shares of the Company, resignation or termination. The vesting of all SARS shall be accelerated upon a “change of control” as defined in the Agreement, and shall be governed, to the extent applicable, by the provisions in the Agreement regarding change of control. At any time and from time to time after vesting, but subject to the xxxxxxx xxxxxxx policy of the Company in effect at that time which shall apply to the SARS as if they were securities covered thereby, the Executive shall be entitled to exercise some or all of the vested SARS by delivering notice of exercise in writing to the General Counsel of the Company. Within 10 business days after receipt of such notice in writing, the Company shall pay to the Executive the amount by which the fair market value of the common shares of the Company has increased from the fair market value on the date hereof to the fair market value on the date of such notice, net of any applicable withholdings and any other amounts owing at that time by the Executive to the Company. Notwithstanding anything to the contrary contained herein, the Company shall have the right but not the obligation to cancel at any time all, or from time to time any part, of the SARS, in any case upon notice in writing to the Executive and to replace the cancelled SARS with stock options or, in the Company’s discretion, restricted shares, provided such options or shares have no less favorable (to the Executive) material terms and conditions as, and are in such number as are of equivalent value to, the cancelled SARS.

Stock Appreciation Rights. The Executive is hereby granted 300,000 600,000 stock appreciation rights (“SARS”) which shall entitle the Executive to receive in cash from the Company any increase in the fair market value of the common shares of the Company from the fair market value thereof on the date hereof December 31, 2007 to the date of exercise of the SARS. 150,000 of the The SARS shall vest immediatelyaccording to the following schedule: 150,000 on June 30, and the other 2008, 150,000 SARS shall vest on December 31, 20072008, 150,000 on June 30, 2009 and 150,000 on December 31, 2009. All SARS will have a 10-year term and, to the extent applicable, shall be governed by the provisions of the Stock Option Plan of the CompanyCompany (“SOP”), including for greater certainty, the provisions relating to the calculation of the fair market value of common shares of the Company; provided, however, that all vested SARS shall remain exercisable for a period of three (3) years after either a termination without Cause of the Executive or the non-renewal of this Agreement, and for one (1) year after a resignation or terminationby the Executive. The vesting of all SARS shall be accelerated upon a “change of control” as defined in the Agreement, and shall be governed, to the extent applicable, by the provisions in the Agreement regarding change of control. At any time and from time to time after vesting, but subject to the xxxxxxx xxxxxxx policy of the Company in effect at that time which shall apply to the SARS as if they were securities covered thereby, the Executive shall be entitled to exercise some or all of the vested SARS by delivering notice of exercise in writing to the General Counsel of the Company. Within 10 business days after receipt of such notice in writing, the Company shall pay to the Executive the amount by which the fair market value of the common shares of the Company has increased from the fair market value on the date hereof December 31, 2007 to the fair market value on the date of such notice, net of any applicable withholdings and any other amounts owing at that time by the Executive to the Company. Notwithstanding anything to the contrary contained herein, the Company shall have the right but not the obligation to cancel at any time all, or from time to time any part, of the SARS, in any case upon notice in writing to the Executive and to replace the cancelled SARS with stock options or, in the Company’s discretion, restricted sharesoptions, provided that (i) such options or shares have no less favorable (to the Executive) material terms and conditions as, and are in such number as are of equivalent value to, the cancelled SARS, and (ii) the Company cannot replace cancelled SARS with stock options if such options have a higher exercise price than the price of the common shares of the Company on December 31, 2007.

Stock Appreciation Rights. The Executive is hereby granted 300,000 stock appreciation rights (“"SARS”") which shall entitle the Executive to receive in cash from the Company any increase in the fair market value of the common shares of the Company from the fair market value thereof on the date hereof to the date of exercise of the SARS. 150,000 of the SARS shall vest immediately, and the other 150,000 SARS shall vest on December 31, 2007. All SARS will have a 10-year term and, to the extent applicable, shall be governed by the provisions of the Stock Option Plan of the Company, including for greater certainty, the provisions relating to the calculation of the fair market value of common shares of the Company, resignation or termination. The vesting of all SARS shall be accelerated upon a “"change of control” " as defined in the Agreement, and shall be governed, to the extent applicable, by the provisions in the Agreement regarding change of control. At any time and from time to time after vesting, but subject to the xxxxxxx xxxxxxx policy of the Company in effect at that time which shall apply to the SARS as if they were securities covered thereby, the Executive shall be entitled to exercise some or all of the vested SARS by delivering notice of exercise in writing to the General Counsel of the Company. Within 10 business days after receipt of such notice in writing, the Company shall pay to the Executive the amount by which the fair market value of the common shares of the Company has increased from the fair market value on the date hereof to the fair market value on the date of such notice, net of any applicable withholdings and any other amounts owing at that time by the Executive to the Company. Notwithstanding anything to the contrary contained herein, the Company shall have the right but not the obligation to cancel at any time all, or from time to time any part, of the SARS, in any case upon notice in writing to the Executive and to replace the cancelled SARS with stock options or, in the Company’s 's discretion, restricted shares, provided such options or shares have no less favorable (to the Executive) material terms and conditions as, and are in such number as are of equivalent value to, the cancelled SARS.

Stock Appreciation Rights. The Executive is hereby granted 300,000 600,000 stock appreciation rights (“SARS”) which shall entitle the Executive to receive in cash from the Company any increase in the fair market value of the common shares of the Company from the fair market value thereof on the date hereof December 31, 2007 to the date of exercise of the SARS. 150,000 of the The SARS shall vest immediatelyaccording to the following schedule: 150,000 on June 30, and the other 2008, 150,000 SARS shall vest on December 31, 20072008, 150,000 on June 30, 2009 and 150,000 on December 31, 2009. All SARS will have a 10-year term and, to the extent applicable, shall be governed by the provisions of the Stock Option Plan of the CompanyCompany (“SOP”), including for greater certainty, the provisions relating to the calculation of the fair market value of common shares of the Company; provided, however, that all vested SARS shall remain exercisable for a period of three (3) years after either a termination without Cause of the Executive or the non-renewal of this Agreement, and for one (1) year after a resignation or terminationby the Executive. The vesting of all SARS shall be accelerated upon a “change of control” as defined in the Agreement, and shall be governed, to the extent applicable, by the provisions in the Agreement regarding change of control. At any time and from time to time after vesting, but subject to the xxxxxxx ixxxxxx xxxxxxx policy of the Company in effect at that time which shall apply to the SARS as if they were securities covered thereby, the Executive shall be entitled to exercise some or all of the vested SARS by delivering notice of exercise in writing to the General Counsel of the Company. Within 10 business days after receipt of such notice in writing, the Company shall pay to the Executive the amount by which the fair market value of the common shares of the Company has increased from the fair market value on the date hereof December 31, 2007 to the fair market value on the date of such notice, net of any applicable withholdings and any other amounts owing at that time by the Executive to the Company. Notwithstanding anything to the contrary contained herein, the Company shall have the right but not the obligation to cancel at any time all, or from time to time any part, of the SARS, in any case upon notice in writing to the Executive and to replace the cancelled SARS with stock options or, in the Company’s discretion, restricted sharesoptions, provided that (i) such options or shares have no less favorable (to the Executive) material terms and conditions as, and are in such number as are of equivalent value to, the cancelled SARS, and (ii) the Company cannot replace cancelled SARS with stock options if such options have a higher exercise price than the price of the common shares of the Company on December 31, 2007.

Stock Appreciation Rights. The Executive Subject to the following, it is hereby granted 300,000 stock appreciation rights (“SARS”) which acknowledged and agreed that, during the continuance of this Agreement, the Consultant shall entitle render the Executive to receive in cash from the Company any increase in the fair market value of the common shares of General Services as defined hereinabove and shall thus be compensated by the Company from the fair market Effective Date of this Agreement to the termination of the same by way of the granting by the Company to the Consultant, subject to each of the rules and policies of the Regulatory Authorities and applicable securities legislation, the terms and conditions of the Company’s existing Equity Incentive Plan (the “Equity Incentive Plan”) and the final determination of the Board of Directors, acting reasonably, an incentive stock appreciation right or stock appreciation rights in and to the Company (each being a “Stock Appreciation Right”) to receive cash or shares of Common Stock, or a combination of both, at the election and sole discretion of the Board, having a value thereof on the date hereof the Stock Appreciation Right is exercised equal to the date excess of exercise of (a) the SARS. 150,000 of the SARS shall vest immediately, and the other 150,000 SARS shall vest on December 31, 2007. All SARS will have a 10-year term and, to the extent applicable, shall be governed by the provisions of the Stock Option Plan of the Company, including for greater certainty, the provisions relating to the calculation of the fair market value of common shares of the Company, resignation or termination. The vesting of all SARS shall be accelerated upon a “change of control” Market Value (as defined in the AgreementPlan) of a share of Common Stock at the time of exercise over (b) the Base Price per Share set forth above, which equals the Market Value of the Common Stock on the Grant Date. The Stock Appreciation Rights consist of a single Stock Appreciation Right for each share of Common Stock, whereby the Consultant is granted the right for the underlying entitlements to the Stock Appreciation Rights for not less than an aggregate of up to 45,000 Stock Appreciation Rights of the Company (each being an “SAR”); which incentive SAR or SAR(s) will be exercisable for a period of at least one year from the date of granting at an exercise price of U.S. $0.35 per SAR; and which SAR or SAR(s) shall, vest only as to 15,000 SARs per month during the first three months of the exercise period of any such SAR, and shall be governedgranted in accordance with the form of Stock Appreciation Rights agreement (the “SAR Agreement”), unless otherwise determined by the Board of Directors, which is attached hereto as Schedule “C” and which forms a material part hereof. In this regard, and subject also to the following and the form of final Option Agreement, it is hereby acknowledged and agreed that the exercise of any such Option(s) shall be subject, at all times, to the extent applicable, by the such resale provisions in the Agreement regarding change of control. At any time and from time to time after vesting, but subject to the xxxxxxx xxxxxxx policy of the Company in effect at that time which shall apply to the SARS as if they were securities covered thereby, the Executive shall may then be entitled to exercise some or all of the vested SARS by delivering notice of exercise in writing to the General Counsel of the Company. Within 10 business days after receipt of such notice in writing, the Company shall pay to the Executive the amount by which the fair market value of the common shares of the Company has increased from the fair market value on the date hereof to the fair market value on the date of such notice, net of any applicable withholdings and any other amounts owing at that time by the Executive to the Company. Notwithstanding anything to the contrary contained herein, the Company shall have the right but not the obligation to cancel at any time all, or from time to time any part, of the SARS, in any case upon notice in writing to the Executive and to replace the cancelled SARS with stock options or, in the Company’s discretionOption Plan, restricted sharesthe form of final Option Agreement and as may be finally determined by the Board of Directors, provided acting reasonably. Notwithstanding the foregoing, however, it is hereby also acknowledged and agreed that, in the event that this Agreement is terminated in accordance with section “3.3” hereinabove, such options or shares portion of the within and remaining Option(s) which shall have no less favorable (to then vested in the Executive) material foregoing manner and on the determined Effective Termination Date shall, notwithstanding the remaining exercise period of the Option(s), then be fully exercisable by the Consultant for a period of one year from the original date of grant of such remaining Option(s). In this regard, and in accordance with the terms and conditions asof the final form of Option Agreement, the Consultant hereby also acknowledges and agrees that: (a) no obligation to register any Option Shares or SARs: the Consultant understands that the Company is under no obligation to register any Option Shares or SARs under the United States Securities Act of 1933, as amended (the “Securities Act”), and are that, in the absence of any such number as are of equivalent value toregistration, the cancelled SARS.Option Shares may not be sold unless they are sold pursuant to an exemption from registration under the Securities Act. Furthermore, the Consultant fully understands that the Option Shares and SARs may not be registered under the Securities Act and that they will be issued in reliance upon an exemption which is available only if the Consultant acquires such Option Shares and/or SARs for investment and not with a view to distribution. The Consultant is familiar with the phrase “acquired for investment and not with a view to distribution” as it relates to the Securities Act and the special meaning given to such term in various releases of the United States Securities and Exchange Commission;

Stock Appreciation Rights. The Executive Subject to the terms of this Plan, the Committee will determine all terms and conditions of each SAR, including but not limited to: (a) Whether the SAR is hereby granted 300,000 stock appreciation rights (“SARS”) which independently of an Option or relates to an Option; provided that if an SAR is granted in relation to an Option, then unless otherwise determined by the Committee, the SAR shall entitle be exercisable or shall mature at the Executive to receive in cash from the Company any increase in the fair market value of the common shares of the Company from the fair market value thereof same time or times, on the date hereof to the date of exercise of the SARS. 150,000 of the SARS shall vest immediately, same conditions and the other 150,000 SARS shall vest on December 31, 2007. All SARS will have a 10-year term and, to the extent applicableand in the proportion, shall that the related Option is exercisable and may be governed by the provisions exercised or mature for all or part of the Stock Option Plan of the Company, including for greater certainty, the provisions relating to the calculation of the fair market value of common shares of the Company, resignation or termination. The vesting of all SARS shall be accelerated upon a “change of control” as defined in the Agreement, and shall be governed, to the extent applicable, by the provisions in the Agreement regarding change of control. At any time and from time to time after vesting, but Shares subject to the xxxxxxx xxxxxxx policy related Option. Upon exercise of any number of SARs, the number of Shares subject to the related Option shall be reduced accordingly and such Option may not be exercised with respect to that number of Shares. The exercise of any number of Options that relate to an SAR shall likewise result in an equivalent reduction in the number of Shares covered by the related SAR. (b) The number of Shares to which the SAR relates. (c) The xxxxx xxxxx, provided that the xxxxx xxxxx shall not be less than the Fair Market Value of the Company in effect at that time which shall apply Shares subject to the SARS SAR as if they were securities covered thereby, the Executive shall be entitled to exercise some or all of the vested SARS by delivering notice of exercise in writing to the General Counsel of the Company. Within 10 business days after receipt of such notice in writing, the Company shall pay to the Executive the amount by which the fair market value of the common shares of the Company has increased from the fair market value on the date hereof to the fair market value determined on the date of such notice, net of any applicable withholdings and any other amounts owing at that time by the Executive to the Company. Notwithstanding anything to the contrary contained herein, the Company shall have the right but not the obligation to cancel at any time all, or from time to time any part, of the SARS, in any case upon notice in writing to the Executive and to replace the cancelled SARS with stock options or, in the Company’s discretion, restricted shares, provided such options or shares have no less favorable grant. (to the Executived) material The terms and conditions asof exercise or maturity, and are which may include a provision that accelerates the exercisability of the SAR upon the Participant’s death, Disability or Retirement. Notwithstanding the foregoing, unless the Committee determines otherwise in such number as are of equivalent value tothe Award Agreement, if on the date when the SAR expires or otherwise terminates, the cancelled SARSxxxxx xxxxx for the SAR is less than the Fair Market Value of a Share, then the unexercised portion of the SAR that was exercisable immediately prior to such date shall automatically be deemed exercised. (e) The term, provided that an SAR must terminate no later than 10 years after the date of grant. Notwithstanding the foregoing, the Committee may extend the term of an SAR for up to six (6) months beyond the tenth (10th) anniversary of the date of grant in the event a Participant dies prior to the SAR’s termination date. (f) Whether the SAR will be settled in cash, Shares or a combination thereof.