0001415889-12-000762 Sample Contracts

METASTAT, INC. AMENDED AND RESTATED
2012 Omnibus Securities and Incentive Plan • May 22nd, 2012 • MetaStat, Inc. • Semiconductors & related devices • Nevada

The purpose of this MetaStat, Inc. Amended and Restated 2012 Omnibus Securities and Incentive Plan (the “Plan”) is to benefit the stockholders of MetaStat, Inc., a Nevada corporation (the “Company”), by assisting the Company to attract, retain and provide incentives to key management employees and nonemployee directors of, and nonemployee consultants to, the Company and its Affiliates, and to align the interests of such employees, nonemployee directors and nonemployee consultants with those of the Company’s stockholders. Accordingly, the Plan provides for the granting of Distribution Equivalent Rights, Incentive Stock Options, Non-Qualified Stock Options, Performance Share Awards, Performance Unit Awards, Restricted Stock Awards, Restricted Stock Unit Awards, Stock Appreciation Rights, Tandem Stock Appreciation Rights, Unrestricted Stock Awards or any combination of the foregoing, as may be best suited to the circumstances of the particular Employee, Director or Consultant as provided

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