IVANHOE ENERGY INC.
EMPLOYEES' AND DIRECTORS' EQUITY INCENTIVE PLAN
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.
(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) "Code" means the United States Internal Revenue Code of 1986, as amended.
(e) "Company" means Ivanhoe Energy Inc., a company incorporated under the laws of the Yukon Territory.
(f) "Eligible Directors" means the directors of the Company or any Affiliate thereof who are, as such, eligible for
participation in the Plan.
(g) "Eligible Employees" means full time and part time employees (including employees who are officers and
directors) of the Company or any Affiliate thereof, whether or not they have a written employment contract with
the Company, determined by the Board to be employees, eligible for participation in the Plan. "Eligible
Employees" shall include Service Providers eligible for participation in the Plan as determined by the Board.
(h) "Exchange Act" means the United States Securities Exchange Act of 1934, as amended.
(i) "Fair Market Value" means, with respect to a Share subject to Option, the weighted average price of the
Shares on the Stock Exchange for the five days on which Shares were traded immediately preceding the date in
respect of which F