STOCK OPTION AGREEMENT
THIS
AGREEMENT is entered into as of the _______ day of __________________, 20___
(the “Date of Grant”)
BETWEEN:
GOLDEN
ARIA CORP., a company incorporated pursuant to the laws of the State of
Nevada, of 407 – 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X
0X0
(the
“Company”)
AND:
__________________,
of ________________________________
(the
“Optionee”)
WHEREAS:
A. The
Board
of Directors of the Company (the “Board”) has approved and adopted the 2008
Stock Option Plan (the “Plan”), pursuant to which the Board is authorized to
grant to employees and other selected persons stock options to purchase common
shares of the Company (the “Common Stock”);
B. The
Plan
provides for the granting of stock options that either (i) are intended to
qualify as “Incentive Stock Options” within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the “Code”), or (ii) do not qualify
under Section 422 of the Code (“Non-Qualified Stock Options”); and
C. The
Board
has authorized the grant to the Optionee of options to purchase a total of
__________________ shares of Common Stock (the “Options”), which Options are
intended to be (select one):
[ ] Incentive
Stock Options;
[ ] on
Qualified Stock Options
NOW
THEREFORE, the Company agrees to offer to the Optionee the option to purchase,
upon the terms and conditions set forth herein and in the Plan,
__________________ shares of Common Stock. Capitalized terms not
otherwise defined herein shall have the meanings ascribed thereto in the
Plan.
1. Exercise
Price. The exercise price of the options shall be US$_______ per
share.
1
2. Limitation
on the Number of Shares. If the Options granted hereby are
Incentive Stock Options, the number of shares which may be acquired upon
exercise thereof is subject to the limitations set forth in Section 5.1 of
the
Plan.
3. Vesting
Schedule. The Options shall vest in accordance with Exhibit
A.
4. Options
not Transferable. The Options may not be transferred, assigned,
pledged or hypothecated in any manner (whether by operation of law or otherwise)
other than by will, by applicable laws of descent and distribution or, in
the
case of a Non-Qualified Stock Option, pursuant to a qualified domestic relations
order, and shall not be subject to execution, attachment or similar process;
provided, however, that if the Options represent a Non-Qualified Stock
Option, such Option is transferable without payment of consideration to
immediate family members of the Optionee or to trusts or partnerships
established exclusively for the benefit of the Optionee and Optionee’s immediate
family members. Upon any attempt to transfer, pledge, hypothecate or
otherwise dispose of any Option or of any right or privilege conferred by
the
Plan contrary to the provisions thereof, or upon the sale, levy or attachment
or
similar process upon the rights and privileges conferred by the Plan, such
Option shall thereupon terminate and become null and void.
5. Investment
Intent. By accepting the Options, the Optionee represents and
agrees that none of the shares of Common Stock purchased upon exercise of
the
Options will be distributed in violation of applicable federal and state
laws
and regulations. In addition, the Company may require, as a condition
of exercising the Options, that the Optionee execute an undertaking, in such
a
form as the Company shall reasonably specify, that the Stock is being purchased
only for investment and without any then-present intention to sell or distribute
such shares.
6. Termination
of Employment and Options. Vested Options shall terminate, to the
extent not previously exercised, upon the occurrence of the first of the
following events:
(a)
|
Expiration. Five
(5) years from the Date of Grant.
|
(b)
|
Termination
for Cause. The date of the first discovery by the Company
of any reason for the termination of an Optionee’s employment or
contractual relationship with the Company or any related company
for cause
(as determined in the sole discretion of the Plan Administrator),
and, if
an Optionee’s employment is suspended pending any investigation by the
Company as to whether the Optionee’s employment should be terminated for
cause, the Optionee’s rights under this Agreement and the Plan shall
likewise be suspended during the period of any such
investigation.
|
(c)
|
Termination
Due to Death or Disability. The expiration of one (1) year
from the date of the death of the Optionee or cessation of an Optionee’s
employment or contractual relationship by reason of disability
(as defined
in Section 5.1(g) of the Plan). If an Optionee’s employment or
contractual relationship is terminated by death, any Option held
by the
Optionee shall be exercisable only by the person or persons to
whom such
Optionee’s rights under such Option shall pass by the Optionee’s will or
by the laws of descent and
distribution.
|
2
(d)
|
Termination
for Any Other Reason. The expiration of three (3) months
from the date of an Optionee’s termination of employment or contractual
relationship with the Company or any Related Corporation for any
reason
whatsoever other than termination of service as a director, cause,
death
or Disability (as defined in Section 5.1(g) of the
Plan).
|
Each
unvested Option granted pursuant hereto shall terminate immediately upon
termination of the Optionee’s employment or contractual relationship with the
Company for any reason whatsoever, including Disability unless vesting is
accelerated in accordance with Section 5.1(f) of the Plan.
7. Stock.
In the case of any stock split, stock dividend or like change in the nature
of
shares of Stock covered by this Agreement, the number of shares and exercise
price shall be proportionately adjusted as set forth in Section 5.1(m) of
the
Plan.
8. Exercise
of Option. Options shall be exercisable, in full or in part, at
any time after vesting, until termination; provided, however, that any
Optionee who is subject to the reporting and liability provisions of Section
16
of the Securities Exchange Act of 1934 with respect to the Common Stock
shall be precluded from selling or transferring any Common Stock or other
security underlying an Option during the six (6) months immediately following
the grant of that Option. If less than all of the shares included in
the vested portion of any Option are purchased, the remainder may be purchased
at any subsequent time prior to the expiration of the Option term. No
portion of any Option for less than fifty (50) shares (as adjusted pursuant
to
Section 5.1(m) of the Plan) may be exercised; provided, that if the vested
portion of any Option is less than fifty (50) shares, it may be exercised
with
respect to all shares for which it is vested. Only whole shares may
be issued pursuant to an Option, and to the extent that an Option covers
less
than one (1) share, it is unexercisable.
Each
exercise of the Option shall be by means of delivery of a notice of election
to
exercise (which may be in the form attached hereto as Exhibit B) to the
President of the Company at its principal executive office, specifying the
number of shares of Common Stock to be purchased and accompanied by payment
in
cash by certified check or cashier’s check in the amount of the full exercise
price for the Common Stock to be purchased. In addition to payment in
cash by certified check or cashier’s check, an Optionee or transferee of an
Option may pay for all or any portion of the aggregate exercise price by
complying with one or more of the following alternatives:
(a)
|
by
delivering to the Company shares of Common Stock previously held
by such
person, duly endorsed for transfer to the Company, or by the Company
withholding shares of Common Stock otherwise deliverable pursuant
to
exercise of the Option, which shares of Common Stock received or
withheld
shall have a fair market value at the date of exercise (as determined
by
the Plan Administrator) equal to the aggregate purchase price to
be paid
by the Optionee upon such exercise;
or
|
(b)
|
by
complying with any other payment mechanism approved by the Plan
Administrator at the time of
exercise.
|
3
It
is a
condition precedent to the issuance of shares of Common Stock that the Optionee
execute and/or deliver to the Company all documents and withholding taxes
required in accordance with Section 5.1 of the Plan.
9. Holding
period for Incentive Stock Options. In order to obtain the tax
treatment provided for Incentive Stock Options by Section 422 of the Code,
the
shares of Common Stock received upon exercising any Incentive Stock Options
received pursuant to this Agreement must be sold, if at all, after a date
which
is later of two (2) years from the date of this agreement is entered into
or one
(1) year from the date upon which the Options are exercised. The
Optionee agrees to report sales of shares prior to the above determined date
to
the Company within one (1) business day after such sale is
concluded. The Optionee also agrees to pay to the Company, within
five (5) business days after such sale is concluded, the amount necessary
for
the Company to satisfy its withholding requirement required by the Code in
the
manner specified in Section 5.1(l) of the Plan. Nothing in this
Section 9 is intended as a representation that Common Stock may be sold without
registration under state and federal securities laws or an exemption therefrom
or that such registration or exemption will be available at any specified
time.
10. Resale
restrictions may apply. Any resale of the shares of Common Stock
received upon exercising any Options will be subject to resale restrictions
contained in the securities legislation applicable to the
Optionee. The Optionee acknowledges and agrees that the Optionee is
solely responsible (and the Company is not in any way responsible) for
compliance with applicable resale restrictions.
11. Subject
to 2008 Stock Option Plan. The terms of the Options are subject
to the provisions of the Plan, as the same may from time to time be amended,
and
any inconsistencies between this Agreement and the Plan, as the same may
be from
time to time amended, shall be governed by the provisions of the Plan, a
copy of
which has been delivered to the Optionee, and which is available for inspection
at the principal offices of the Company.
12. Professional
Advice. The acceptance of the Options and the sale of Common
Stock issued pursuant to the exercise of Options may have consequences under
federal and state tax and securities laws which may vary depending upon the
individual circumstances of the Optionee. Accordingly, the Optionee
acknowledges that he or she has been advised to consult his or her personal
legal and tax advisor in connection with this Agreement and his or her dealings
with respect to Options. Without limiting other matters to be
considered with the assistance of the Optionee’s professional advisors, the
Optionee should consider: (a) whether upon the exercise of Options, the Optionee
will file an election with the Internal Revenue Service pursuant to Section
83(b) of the Code and the implications of alternative minimum tax pursuant
to
the Code; (b) the merits and risks of an investment in the underlying shares
of
Common Stock; and (c) any resale restrictions that might apply under applicable
securities laws.
13. No
Employment Relationship. Whether or not any Options are to be
granted under this Plan shall be exclusively within the discretion of the
Plan
Administrator, and nothing contained in this Plan shall be construed as giving
any person any right to participate under this Plan. The grant of an
Option shall in no way constitute any form of agreement or understanding
binding
on the Company or any Related Company, express or implied, that the Company
or
any Related Company will employ or contract with an Optionee, for any length
of
time, nor shall it interfere in any way with the Company’s or, where applicable,
a Related Company’s right to terminate Optionee’s employment at any time, which
right is hereby reserved.
4
14. Entire
Agreement. This Agreement is the only agreement between the
Optionee and the Company with respect to the Options, and this Agreement
and the
Plan supersede all prior and contemporaneous oral and written statements
and
representations and contain the entire agreement between the parties with
respect to the Options.
15. Notices. Any
notice required or permitted to be made or given hereunder shall be mailed
or
delivered personally to the addresses set forth below, or as changed from
time
to time by written notice to the other:
The
Company:
407
–
000
Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx,
XX X0X 0X0
Attention: President
With
a
copy to:
Xxxxx
Xxxxxx LLP
Barristers
and Solicitors
Suite
800
- 000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx,
Xxxxxxx Xxxxxxxx X0X 0X0
Attention:
Xxxxxxx Xxxxxxxxx
The
Optionee:
_____________________
_____________________
_____________________
_____________________
Per: |
Authorized Signatory |
[Insert Optionee Name] |
5
EXHIBIT
A
TERMS
OF THE OPTION
Name
of the Optionee:
|
|
Date
of Grant:
|
|
Designation:
|
Incentive
Stock Options
|
1. Number
of Options granted:
|
stock
options
|
2. Purchase
Price:
|
$
per share
|
3. Vesting
Dates:
|
|
4. Expiration
Date:
|
6
EXHIBIT
B
To:
Xxxxxxxx
Uranium Corp.
407
–
000
Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx,
XX X0X 0X0
Attention:
President
Notice
of Election to Exercise
This
Notice of Election to Exercise shall constitute proper notice pursuant to
Section 5.1(h) of Xxxxxxxx Uranium Corp.’s (the “Company”) 2008 Stock Option
Plan (the “Plan”) and Section 8 of that certain Stock Option Agreement (the
“Agreement”) dated as of the _______ day of __________________,
20___,
between the Company and the undersigned.
The
undersigned hereby elects to exercise Optionee’s option to purchase __________________ shares of the
common stock of the Company at a price of US$_______ per share, for aggregate
consideration of US$__________, on the terms and
conditions set forth in the Agreement and the Plan. Such aggregate
consideration, in the form specified in Section 8 of the Agreement, accompanies
this notice.
The
Optionee hereby directs the Company to issue, register and deliver the
certificates representing the shares as follows:
Registration
Information:
|
Delivery
Instructions:
|
|
Name
to appear on certificates
|
Name
|
|
Address
|
Address
|
|
Telephone
Number
|
7
DATED
at
____________________________________, the _______ day of
________________________, 20___.
(Name
of Optionee – Please type or print)
|
(Signature
and, if applicable, Office)
|
(Address
of Optionee)
|
(City, State, and Zip Code of Optionee) |
8