Standard Gold, Inc. Stock Option Agreement
EXHIBIT
10.3
Standard
Gold, Inc.
This
Stock Option Agreement (the “Agreement”) is made and
entered into as of the 1st day of
April, 2010, between Xxxxxxx X. Xxxxxxxx (“Executive”) and Standard Gold,
Inc., a Colorado corporation (the “Company”).
Background
A. Executive
has been appointed by the Company’s board of directors to serve as the President
of the Company, and the Company desires to induce Executive to serve as the
President of the Company.
B. The
Company has adopted the 2010 Stock Incentive Plan (the “Plan”) pursuant to which
shares of common stock of the Company have been reserved for issuance under the
Plan.
Now,
Therefore, the parties hereto agree as follows:
1. Incorporation by
Reference. The terms and conditions of the Plan, a copy of
which has been delivered to Executive, are hereby incorporated herein and made a
part hereof by reference as if set forth in full. In the event of any
conflict or inconsistency between the provisions of this Agreement and those of
the Plan, the provisions of the Plan shall govern and control.
2. Grant of Option; Exercise
Price. Subject to the terms and conditions herein set forth,
the Company hereby irrevocably grants from the Plan to Executive the right and
option, hereinafter called the “Option”, to purchase all or
any part of an aggregate of 800,000 shares of common stock, $.001 par value, of
the Company (the “Shares”) at the price per
Share set forth at the end of this Agreement after “Exercise Price”.
3. Exercise and Vesting of
Option. The Option shall be exercisable only to the extent
that all, or any portion thereof, has vested in the Executive. The
right to purchase the Shares subject to the Option shall vest pro rata in three
annual installments beginning on the date of this Agreement and continuing each
year thereafter until the Option is fully vested, so long as Executive has not
resigned, retired, is removed or in any other manner ceases being an executive
of the Company, for any reason or no reason, with or without cause, as set forth
in the following schedule (each such date is hereinafter referred to singularly
as a “Vesting Date” and
collectively as “Vesting
Dates”):
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Total
Shares Subject
to Vesting Date
|
Vesting Date
|
|
266,667
|
April
1, 2010
|
|
266,667
|
April
1, 2011
|
|
266,666
|
April
1, 2012
|
Notwithstanding
the foregoing, this Option shall immediately vest in its entirety upon the
occurrence of (i) a period of time whereby the Fair Market Value (as defined
below) of the Company’s common stock equals or exceeds $3.00 per share for at
least thirty (30) consecutive calendar days, (ii) Executive’s death,
(iii) a Change of Control (as defined below), or (iv) the removal of
the Executive by the Company for reasons other than Cause (as defined
below). For purposes of this Paragraph 3: “Fair Market Value” shall mean:
(i) if the Company’s common stock is listed on an exchange or quoted on an
over-the-counter market (including the OTC Bulletin Board), the closing price of
such common stock on such date; or (ii) if the Company’s common
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stock is
not listed on an exchange or quoted on an over-the-counter market, the fair
market value of such common stock as determined by the Board, acting in good
faith utilizing customary business valuation criteria and methodologies (without
discount for lack of marketability or minority interest); a “Change of Control” means (i)
the acquisition, directly or indirectly, following the date hereof by any person
(as such term is defined in Section 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934, as amended), in one transaction or a series of related
transactions, of securities of the Company representing in excess of fifty
percent (50%) of the combined voting power of the Company’s then outstanding
securities if such person or his/her/its affiliate(s) do not own in excess of
fifty percent (50%) of such voting power on the date of this Agreement,
provided, however, that a Change of Control shall not include any transaction or
series of related transactions effected primarily for capital raising purposes;
or (ii) the disposition by the Company (whether direct or indirect, by sale of
assets or stock, merger, consolidation or otherwise) of all or substantially all
of its business and/or assets in one transaction or series of related
transactions (other than a merger effected exclusively for the purpose of
changing the domicile of the Company), provided, however, that a Change of
Control shall not include any merger, consolidation or other transaction (or
series of related transactions) in which, following such transaction, the
stockholders of the Company immediately prior to such transaction continue to
own in excess of fifty percent (50%) of the combined voting power of the
surviving or resulting entity; and “Cause” shall mean (i) the
commission of embezzlement, theft or other dishonest or fraudulent acts of a
material nature; (ii) material misconduct in respect of the duties or
obligations of Executive under that certain Employment Agreement by and between
Executive and the Company on or around the date of this Agreement (the “Employment Agreement”),
including, without limitation, insubordination with respect to directions
received from the Board or CEO; (iii) conviction of a felony or a misdemeanor
involving a crime of moral turpitude (including entry of a nolo contendere
plea); (iv) willful malfeasance or gross negligence which has a material adverse
effect on the Company or its business or any affiliate of the Company,
including, but not limited to, any officer, director, Executive or shareholder
of the Company; provided that the Company gives notice thereof identifying the
conduct alleged and, if such action is capable of cure, gives Executive 10
business days to cure; or (v) a material breach by Executive of any provision of
the Employment Agreement that is not cured within 10 business day after written
notice thereof is given to Executive by the Company. The requirement to relocate
to a different city, state or country shall not be deemed Cause.
4. Term of
Option. To the extent vested and except as otherwise provided
in this Agreement, the Option shall be exercisable for ten (10) years from the
date of this Agreement; provided, however, that in the
event Executive resigns, retires, is removed or in any other manner ceases being
an executive of the Company, for any reason or no reason, with or without cause,
except for reason of Executive’s death, Executive or his/her legal
representative shall have ninety (90) days from the date of such termination of
his/her position as an executive to exercise all or any part of the Option,
subject to the ten-year option period. In the event of Executive’s death during
the term of his employment, Executive’s spouse shall have a period of one (1)
year from the date of Executive’s death to exercise all or any part of the
Option, subject to the ten-year option period. Upon the expiration of
such ninety (90) day period (or, in the event of Executive’s death, such one (1)
year period), or, if earlier, upon the expiration date of the Option as set
forth above, the Option shall terminate and become null and void.
5. Rights of Option
Holder. Executive, as holder of the Option, shall not have any
of the rights of a stockholder with respect to the Shares covered by the Option
except to the extent that one or more certificates for such Shares shall be
delivered to him or her upon the due exercise of all or any part of the
Option.
6. Transferability. The
Option shall not be transferable except to the extent permitted by the
Plan.
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7. Securities Law
Matters. Executive acknowledges that the Shares to be received
by him or her upon exercise of the Option may have not been registered under the
Securities Act of 1933 or the Blue Sky laws of any state (collectively, the
“Securities
Acts”). If such Shares have not been so registered, Executive
acknowledges and understands that the Company is under no obligation to
register, under the Securities Acts, the Shares received by him or her or to
assist him or her in complying with any exemption from such registration if he
or she should at a later date wish to dispose of the Shares. Executive
acknowledges that if not then registered under the Securities Acts, the Shares
shall bear a legend restricting the transferability thereof, such legend to be
substantially in the following form:
“The
shares represented by this certificate have not been registered or qualified
under federal or state securities laws. The shares may not be offered
for sale, sold, pledged or otherwise disposed of unless so registered or
qualified, unless an exemption exists or unless such disposition is not subject
to the federal or state securities laws, and the Company may require that the
availability or any exemption or the inapplicability of such securities laws be
established by an opinion of counsel, which opinion of counsel shall be
reasonably satisfactory to the Company.”
8. Executive
Representations. Executive hereby represents and warrants that
Executive has reviewed with his or her own tax advisors the federal, state, and
local tax consequences of the transactions contemplated by this
Agreement. Executive is relying solely on such advisors and not on
any statements or representation of the Company or any of its agents. Executive
understands that he or she will be solely responsible for any tax liability that
may result to him or her as a result of the transactions contemplated by this
Agreement. The Option, if exercised, will be exercised for investment
and not with a view to the sale or distribution of the Shares to be received
upon exercise thereof.
9. Notices. All
notices and other communications provided in this Agreement will be in writing
and will be deemed to have been duly given when received by the party to whom it
is directed at the following addresses:
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If
to the Company:
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If
to Executive:
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Standard
Gold, Inc.
000
XXX Xxxxxx
00
Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxxx,
XX 00000-0000
|
Xxxxxxx X. Xxxxxxxx
0000
X. Xxxxxxxx Xx.
Xxxxxx,
XX. 00000
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10. General.
(a) The
Option is granted pursuant to the Plan and is governed by the terms
thereof. The Company shall at all times during the term of the Option
reserve and keep available such number of Shares as will be sufficient to
satisfy the requirements of this Agreement.
(b) Nothing
herein expressed or implied is intended or shall be construed as conferring upon
or giving to any person, firm, or corporation other than the parties hereto, any
rights or benefits under or by reason of this Agreement.
(c) Each
party hereto agrees to execute such further documents as may be necessary or
desirable to effect the purposes of this Agreement.
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(d) This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
agreement.
(e) This
Agreement, in its interpretation and effect, shall be governed by the laws of
the State of Colorado applicable to contracts executed and to be performed
therein.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first written above.
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Number
of Shares: 800,000
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EXECUTIVE:
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Exercise
Price: $0.90
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/s/
Xxxxxxx X.
Xxxxxxxx
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Name: Xxxxxxx
X. Xxxxxxxx
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STANDARD
GOLD, INC.
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|
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By:
/s/ Xxxxxxx X.
Xxxx
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Xxxxxxx X. Xxxx
Chief
Executive Officer
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