EXHIBIT 4.7
AMENDMENT NUMBER ONE TO STOCK OPTION AGREEMENT
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THIS AMENDMENT NUMBER ONE TO STOCK OPTION AGREEMENT (this "Amendment"),
dated as of April 27, 1999, is entered into by and between Toucan Gold
Corporation, a Delaware corporation (the "Company"), and Xxxxxx X. Xxxxxx
("Xxxxxx").
WHEREAS, the Company and Xxxxxx are parties to that certain Stock
Option Agreement, dated as of February 2, 1998 (the "Agreement");
WHEREAS, the Board of Directors of the Company has approved certain
amendments to the Agreement, including inter alia, an extension of the exercise
period of the Options.
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms
used herein shall have the meanings, if any, assigned to them in the Agreement.
2. Amendments to Agreement. The first paragraph of Section 2.of the
Agreement is hereby amended and restated in its entirety, with clauses (a), (b)
and (c) of Section 2 to remain unchanged, to read as follows:
"Section 2. Exercise of the Option. This Option may be exercised at
any time after the date of Grant, subject to its expiration date and
subject to the provisions contained in Sections 3 and 4 below. This
Option will expire by its terms on January 1, 2001."
Section 3 of the Agreement is hereby amended and restated in its
entirety to read as follows:
"Section 3. Term of Option. This Option may not be exercised after
January 1, 2001 and is subject to earlier termination as provided in
Section 4. In addition, this Option is subject to cancellation by the
Company upon a significant corporate event as provided in Section 4
below. This Option may be exercised during such times only in
accordance with the terms of this Option Agreement."
Section 4 of the Agreement is hereby amended and restated in its
entirety to read as follows:
"Section 4. Termination of Option Period.
(a) The unexercised portion of this Option shall automatically
and without notice terminate and become null and void at the time of
the earliest to occur of the following:
(i) the date that the Optionee ceases to be a
director, consultant to or ceases to be employed by, as the
case may be, the Company or a subsidiary as a result of a
termination for Cause.
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The term "Cause," for purposes of this Agreement, shall mean
any one or more of the following:
(w) Optionee's failure to carry out
lawful directives of the Chief
Executive Officer of the Company.
(x) Optionee's performance of any
criminal acts (excluding traffic
violations and other minor
offenses);
(y) Optionee's theft or embezzlement of
property, including trade secrets,
of the company; or
(z) Optionee's negligence in the perfor-
xxxxx of his duties.
(ii) January 1, 2001.
(b) The Company in its sole discretion may, by giving written
notice (a "Cancellation Notice") prior to the consummation of any of
the transaction described in Section 4(b)(i) or 4(b)(ii), cancel,
effective upon the date of the consummation of any of such
transactions, all or any portion of this Option that remains
unexercised on such date. Such Cancellation Notice shall be given a
reasonable period of time (but not less than 15 days) prior to the
proposed date of such cancellation, and may be given either before or
after stockholder approval of such transaction.
(i) Any transaction (which shall include a series of
transactions occurring within 60 days or occurring pursuant to
a plan) that has the result that stockholders of the Company
immediately before such transaction cease to own at least 51%
of (x) the voting stock of the Company or (y) any entity that
results from the participation of the Company in a
reorganization, consolidation, merger, liquidation or any
other form of corporate transaction.
(ii) A sale, lease, exchange or other disposition of
all or substantially all the property and assets of the
Company to an unaffiliated third party.
(iii) Neither (i) nor (ii) of this Section 4(b)
shall, directly or indirectly, include (x) a
reverse-acquisition involving the Corporation and any third
party entity or (y) the exercise by Minmet PLC of its option
to acquire all of the issued share capital of MBL."
3. Miscellaneous.
(a) Except as expressly amended herein, all terms, covenants
and provisions of the Agreement are and shall remain in full force and
effect.
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(b) This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns. No third party beneficiaries are intended in connection with
this Amendment.
(c) This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware.
(d) This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
(e) If any term or provision of this Amendment shall be held
by a court of competent jurisdiction to be invalid or unenforceable
such term or provision shall not impair or invalidate the remainder of
this Amendment and the effect thereof shall be confined to the
provision held to be invalid or illegal.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment as of the date first above written.
TOUCAN GOLD CORPORATION
By:
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Name: Xxxxxx X. Xxxxxxxx
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Title: President
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XXXXXX X. XXXXXX
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