IVANHOE ENERGY INC.
EMPLOYEES’ AND DIRECTORS’ EQUITY INCENTIVE PLAN
AMENDED AND RESTATED
MAY 3, 2007
PART 1 — INTRODUCTION
The purpose of the Plan is to secure for the Company and its shareholders the benefits of incentive inherent in
share ownership by the directors and key employees of the Company and its Affiliates who, in the judgement of
the Board, will be largely responsible for its future growth and success. It is generally recognized that share plans
of the nature provided for herein aid in retaining and encouraging employees and directors of exceptional ability
because of the opportunity offered to them to acquire a proprietary interest in the Company.
(a) “Affiliate” has the meaning set forth in Section 1(2) of the Ontario Securities Act, as amended, and includes
those issuers that are similarly related, whether or not any of the issuers are corporations, companies,
partnerships, limited partnerships, trusts, income trusts or investment trusts or any other organized entity
(b) “Associate” has the meaning assigned to it in the Ontario Securities Act, as amended.
(c) “Board” means the board of directors of the Company.
(d) “Blackout Period” means a period in which the trading of Shares or other securities of the Company is
restricted under the Company’s Corporate Disclosure, Confidentiality and Securities Trading Policy, or
under an insider trading policy or other policy of the Company then in effect.
(e) “Code” means the United States Internal Revenue Code of 1986, as amended.
(f) “Company” means Ivanhoe Energy Inc., a company incorporated under the laws of the Yukon Territory.
(g) “Committee” has the meaning attributed thereto in Section 6.1.
(h) “Eligible Directors” means the directors of the Company or any Affiliate thereof who are, as such, eligible for
participation in the Plan.
(i) “Eligible Employees” means full time and part time employees (including employees who are offi