2002 STOCK OPTION AND STOCK GRANT PLAN
ARTICLE 1. ESTABLISHMENT AND PURPOSE
1.1. ESTABLISHMENT. U.S. Gold Corporation, a Colorado corporation (the "Company") hereby establishes
a plan providing for long-term stock-based compensation incentive awards for the performance by certain eligible
individuals of services for the Company. The plan shall be known as the U.S. Gold Corporation, 2002 Stock
Option and Stock Grant Plan (the "Plan").
1.2. PURPOSE. The purpose of the Plan is to advance the interests of the Company and its stockholders by
enabling the Company to attract and retain persons of ability to perform services for the Company by providing
an incentive to such persons through equity participation in the Company and by rewarding such persons who
contribute to the achievement by the Company of its long-term economic objectives.
ARTICLE 2. DEFINITIONS
The following terms shall have the meanings set forth below, unless the context clearly otherwise requires:
2.1 "Agreement" means a written stock option agreement and/or stock grant agreement entered into between the
Company and a Participant relating to any options and/or stock grants to such Participant, as amended,
supplemented, restated or replaced from time to time.
2.2. "BOARD" means the board of directors of the Company.
2.3. "CHANGE IN CONTROL" means one or more of the events described in
Section 11.1 of the Plan.
2.4. "CODE" means the Internal Revenue Code of 1986, as amended.
2.5. "COMMITTEE" means the persons administering the Plan, as provided in
Section 3.1 of the Plan.
2.6. "COMMON STOCK" means the Common Stock of the Company, $.10 par value per share, or the
number and kind of shares of stock or other securities into which such Common Stock may be changed in
accordance with Section 4.3 of the Plan.
2.7. "DISABILITY" means the disability of the Participant as defined in the long-term disability plan of the
Company then covering the Participant or, if no such plan exists, the permanent and total