Common use of Acquisition-Based Stock Options Bonus Clause in Contracts

Acquisition-Based Stock Options Bonus. In addition to the cash bonuses specified in paragraphs A and B, above, the Company shall pay Employee a bonus in the event the Company acquires another hard rock drilling business by merger (provided the Company is the surviving corporation), consolidation, or the purchase of all or substantially all of the assets of such business. The amount of such bonus shall be equal to the greater of (i) five percent of the total assets of the acquired business or (ii) five percent of the gross revenue of the acquired business for the fiscal year immediately preceding the date of acquisition. The bonus shall be paid to Employee within 45 days of the closing date of the acquisition transaction either by (a) the issuance and delivery to Employee of shares of common stock of the Company or (b) by the issuance and delivery to Employee of ten-year options to purchase common stock of the Company, whichever Employee shall elect to receive. Should Employee elect to receive shares of common stock of the Company in payment of the bonus, the number of shares issuable and deliverable to him shall be determined by dividing the amount of the bonus (namely, the greater of five percent of the total assets of the acquired business or five percent of the gross revenue of the acquired business for the fiscal year immediately preceding the date of acquisition) by the market value of the Company’s common stock as of the end of the fiscal quarter immediately preceding the date the Company publicly EMPLOYMENT AGREEMENT - 9 announces the acquisition upon which the bonus is predicated. Should employee elect to receive stock options in payment of the bonus, such options shall be exercisable at any time during such ten-year period at a price per share equal to the market price of the Company’s common stock as of the end of the fiscal quarter immediately preceding the date the Company publicly announces the acquisition upon which the bonus is predicated. The number of stock options to be granted to Employee shall be determined by dividing the amount of the bonus (namely, the greater of five percent of the total assets of the acquired business or five percent of the gross revenue of the acquired business for the fiscal year immediately preceding the date of acquisition) by the value of each option as of the date of grant. The value of such option shall be the same value that the Company ascribes to such option as compensation expense, determined in accordance with Financial Accounting Standard 123(R), Accounting for Stock-Based Compensation. EMPLOYMENT AGREEMENT - 10 Exhibit E to Stock Purchase and Sale Agreement VOTING TRUST AGREEMENT This Voting Trust Agreement (the "Agreement") is made and entered into as of March 3, 2006 by and among Xxxxxxx Xxxxxx and Xxxxx Xxxxx (individually a “Selling Stockholder“ and collectively the “Selling Stockholders”); Timberline Resources Corporation (“Timberline Resources”), an Idaho corporation; and Xxxx Xxxxxxx, Xxxxxxx Xxxx, Xxx Xxxxxxxxx, Xxxxx Xxxxxxxxxxx, Xxxx Xxxxxxx and Xxxx Xxxxxxxx (individually a “Timberline Inside Stockholder” and collectively the “Timberline Inside Stockholders”).

Acquisition-Based Stock Options Bonus. In addition to the cash bonuses specified in paragraphs A and B, above, the Company shall pay Employee a bonus in the event the Company acquires another hard rock drilling business by merger (provided the Company is the surviving corporation), consolidation, or the purchase of all or substantially all of the assets of such business. The amount of such bonus shall be equal to the greater of (i) five percent of the total assets of the acquired business or (ii) five percent of the gross revenue of the acquired business for the fiscal year immediately preceding the date of acquisition. The bonus shall be paid to Employee within 45 days of the closing date of the acquisition transaction either by (a) the issuance and delivery to Employee of shares of common stock of the Company or (b) by the issuance and delivery to Employee of ten-year options to purchase common stock of the Company, whichever Employee shall elect to receive. Should Employee elect to receive shares of common stock of the Company in payment of the bonus, the number of shares issuable and deliverable to him shall be determined by dividing the amount of the bonus (namely, the greater of five percent of the total assets of the acquired EMPLOYMENT AGREEMENT - 10 business or five percent of the gross revenue of the acquired business for the fiscal year immediately preceding the date of acquisition) by the market value of the Company’s common stock as of the end of the fiscal quarter immediately preceding the date the Company publicly EMPLOYMENT AGREEMENT - 9 announces the acquisition upon which the bonus is predicated. Should employee elect to receive stock options in payment of the bonus, such options shall be exercisable at any time during such ten-year period at a price per share equal to the market price of the Company’s common stock as of the end of the fiscal quarter immediately preceding the date the Company publicly announces the acquisition upon which the bonus is predicated. The number of stock options to be granted to Employee shall be determined by dividing the amount of the bonus (namely, the greater of five percent of the total assets of the acquired business or five percent of the gross revenue of the acquired business for the fiscal year immediately preceding the date of acquisition) by the value of each option as of the date of grant. The value of such option shall be the same value that the Company ascribes to such option as compensation expense, determined in accordance with Financial Accounting Standard 123(R), Accounting for Stock-Based Compensation. EMPLOYMENT AGREEMENT - 10 11 Exhibit E to Stock Purchase and Sale Agreement VOTING TRUST AGREEMENT This Voting Trust Agreement (the "Agreement") is made and entered into as of March 3__, 2006 by and among Xxxxxxx Xxxxxx and Xxxxx Xxxxx (individually a “Selling Stockholder“ and collectively the “Selling Stockholders”); Timberline Resources Corporation (“Timberline Resources”), an Idaho corporation; and Xxxx Xxxxxxx, Xxxxxxx Xxxx, Xxx Xxxxxxxxx, Xxxxx Xxxxxxxxxxx, Xxxx Xxxxxxx and Xxxx Xxxxxxxx (individually a “Timberline Inside Stockholder” and collectively the “Timberline Inside Stockholders”).

Acquisition-Based Stock Options Bonus. In addition to the cash bonuses specified in paragraphs A and B, above, the Company shall pay Employee a bonus in the event the Company acquires another hard rock drilling business by merger (provided the Company is the surviving corporation), consolidation, or the purchase of all or substantially all of the assets of such business. The amount of such bonus shall be equal to the greater of (i) five percent of the total assets of the acquired business or (ii) five percent of the gross revenue of the acquired business for the fiscal year immediately preceding the date of acquisition. The bonus shall be paid to Employee within 45 days of the closing date of the acquisition transaction either by (a) the issuance and delivery to Employee of shares of common stock of the Company or (b) by the issuance and delivery to Employee of ten-year options to purchase common stock of the Company, whichever Employee shall elect to receive. Should Employee elect to receive shares of common stock of the Company in payment of the bonus, the number of shares issuable and deliverable to him shall be determined by dividing the amount of the bonus (namely, the greater of five percent of the total assets of the acquired business or five percent of the gross revenue of the acquired business for the fiscal year immediately preceding the date of acquisition) by the market value of the Company’s common stock as of the end of the fiscal quarter immediately preceding the date the Company publicly EMPLOYMENT AGREEMENT - 9 announces the acquisition upon which the bonus is predicated. Should employee elect to receive stock options in payment of the bonus, such options shall be exercisable at any time during such ten-year period at a price per share equal to the market price of the Company’s common stock as of the end of the fiscal quarter immediately preceding the date the Company publicly announces the acquisition upon which the bonus is predicated. The number of stock options to be granted to Employee shall be determined by dividing the amount of the bonus (namely, the greater of five percent of the total assets of the acquired business or five percent of the gross revenue of the acquired business for the fiscal year immediately preceding the date of acquisition) by the value of each option as of as of the date of grant. The value of such option shall be the same value that the Company ascribes to such option as compensation expense, determined in accordance with Financial Accounting Standard 123(R), Accounting for Stock-Based Compensation. EMPLOYMENT AGREEMENT - 10 Exhibit E D-2 to Stock Purchase and Sale Agreement VOTING TRUST EMPLOYMENT AGREEMENT This Voting Trust The PARTIES to this Employment Agreement (the "Agreement") is made and entered into as of March 3, 2006 by and among Xxxxxxx Xxxxxx and Xxxxx Xxxxx (individually a “Selling Stockholder“ and collectively the “Selling Stockholders”); Timberline Resources Corporation (“Timberline Resources”), an Idaho corporation; and Xxxx Xxxxxxx, Xxxxxxx Xxxx, Xxx Xxxxxxxxx, Xxxxx Xxxxxxxxxxx, Xxxx Xxxxxxx and Xxxx Xxxxxxxx (individually a “Timberline Inside Stockholder” and collectively the “Timberline Inside Stockholders”).are:

Acquisition-Based Stock Options Bonus. In addition to the cash bonuses specified in paragraphs A and B, above, the Company shall pay Employee a bonus in the event the Company acquires another hard rock drilling business by merger (provided the Company is the surviving corporation), consolidation, or the purchase of all or substantially all of the assets of such business. The amount of such bonus shall be equal to the greater of (i) five percent of the total assets of the acquired business or (ii) five percent of the gross revenue of the acquired business for the fiscal year immediately preceding the date of acquisition. The bonus shall be paid to Employee within 45 days of the closing date of the acquisition transaction either by (a) the issuance and delivery to Employee of shares of common stock of the Company or (b) by the issuance and delivery to Employee of ten-year options to purchase common stock of the Company, whichever Employee shall elect to receive. Should Employee elect to receive shares of common stock of the Company in payment of the bonus, the number of shares issuable and deliverable to him shall be determined by dividing the amount of the bonus (namely, the greater of five percent of the total assets of the acquired EMPLOYMENT AGREEMENT - 10 business or five percent of the gross revenue of the acquired business for the fiscal year immediately preceding the date of acquisition) by the market value of the Company’s common stock as of the end of the fiscal quarter immediately preceding the date the Company publicly EMPLOYMENT AGREEMENT - 9 announces the acquisition upon which the bonus is predicated. Should employee elect to receive stock options in payment of the bonus, such options shall be exercisable at any time during such ten-year period at a price per share equal to the market price of the Company’s common stock as of the end of the fiscal quarter immediately preceding the date the Company publicly announces the acquisition upon which the bonus is predicated. The number of stock options to be granted to Employee shall be determined by dividing the amount of the bonus (namely, the greater of five percent of the total assets of the acquired business or five percent of the gross revenue of the acquired business for the fiscal year immediately preceding the date of acquisition) by the value of each option as of as of the date of grant. The value of such option shall be the same value that the Company ascribes to such option as compensation expense, determined in accordance with Financial Accounting Standard 123(R), Accounting for Stock-Based Compensation. EMPLOYMENT AGREEMENT - 10 Exhibit E 11 EMPLOYMENT AGREEMENT The PARTIES to Stock Purchase and Sale this Employment Agreement VOTING TRUST AGREEMENT This Voting Trust Agreement (the "Agreement") is made and entered into as of March 3, 2006 by and among Xxxxxxx Xxxxxx and Xxxxx Xxxxx (individually a “Selling Stockholder“ and collectively the “Selling Stockholders”); Timberline Resources Corporation (“Timberline Resources”), an Idaho corporation; and Xxxx Xxxxxxx, Xxxxxxx Xxxx, Xxx Xxxxxxxxx, Xxxxx Xxxxxxxxxxx, Xxxx Xxxxxxx and Xxxx Xxxxxxxx (individually a “Timberline Inside Stockholder” and collectively the “Timberline Inside Stockholders”).are: