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Exhibit 4.1
AVALON ENERGY CORPORATION
2007 STOCK INCENTIVE
AND
OPTION PLAN
1. THE PLAN.
The purpose of the Avalon Energy
Corporation’s (the Company) 2005 Stock Incentive and Option
Plan (the Plan) is to provide the Company with the means of
attracting and retaining the services of highly motivated and
qualified directors and key personnel.
The Plan is intended to advance the interests of
the Company and its stockholders by affording to key employees,
consultants and non-employee directors, upon whose skill, judgment,
initiative, and efforts the Company is largely dependent for the
successful conduct of its business, an opportunity for investment
in the Company and incentives inherent in stock ownership in the
Company. The term Company shall include all subsidiaries of the
Company.
2. LEGAL COMPLIANCE.
It is the intent of the Plan that it conform in all
respects with the requirements of Rule 16b-3 of the Securities and
Exchange Commission under the Securities Exchange Act of 1934 (Rule
16b-3) or, in connection with Incentive Stock/Options (ISOs), as
such term is defined in Section 422 (a) of the Internal Revenue
Code of 1986 (the Code) as mentioned from time to time. If
any aspect of the Plan does not conform to Section 422 (a) of the
Code, as amended from time to time, such aspect shall be deemed to
be modified, deleted, or otherwise changed as necessary to insure
continued compliance with such provisions.
3. ADMINISTRATION OF THE PLAN.
3.1 PLAN COMMIT
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