ROYAL MINES AND MINERALS CORP.
2011 STOCK INCENTIVE PLAN
Established September 7, 2010
This plan is entitled the "2011 Stock Incentive Plan" (the "Plan") of Royal Mines And Minerals Corp., a Nevada
corporation (the "Company").
The purpose of the Plan is to enhance the long-term stockholder value of the Company by offering opportunities
to directors, officers, employees and eligible consultants of the Company and any Related Company, as defined
below, to acquire and maintain stock ownership in the Company in order to give these persons the opportunity to
participate in the Company's growth and success, and to encourage them to remain in the service of the
Company or a Related Company.
The following terms will have the following meanings in the Plan:
"Award" means any Option granted under this Plan.
"Board" means the Board of Directors of the Company.
"Cause , " unless otherwise defined in the instrument evidencing the award or in an employment or services
agreement between the Company or a Related Company and a Participant, means a material breach of the
employment or services agreement, dishonesty, fraud, misconduct, unauthorized use or disclosure of confidential
information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations), in
each case as determined by the Plan Administrator, and its determination shall be conclusive and binding.
"Code" means the Internal Revenue Code of 1986, as amended from time to time.
"Common Stock" means the shares of common stock, par value $0.001 per share, of the Company.
“Consultant” means any consultant, agent, advisor or independent contractor who provides services to the
Company or a Related Company, but does not include an officer or director of the Company.
"Consultant Participant" means a Participant who is defined as a Consultant Participant in Article 5.
"Corporate Transaction," unl