Exhibit 10.3
OPTION CANCELLATION AGREEMENT
THIS AGREEMENT made the day of February, 2011
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BETWEEN:
American Paramount Gold Corp.
(the "COMPANY")
AND:
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(the "OPTION HOLDER")
WHEREAS:
A. The Parties entered into a option agreement (the "Option Agreement") dated
____________. Pursuant to the Option Agreement, the Company issued to the Option
Holder non-transferable stock options (the "OPTIONS") to purchase ______________
common shares of the Company exercisable at a price of $________ per share,
which options remain unexercised.
B. The Parties have agreed to the termination of the Option Agreement, and the
parties have determined it in their mutual best interest to cancel the Options,
in order that the Company can and award additional options under the Stock
Option Plan at a price reflective of current market conditions.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants contained herein and of the grant of additional Options (the
sufficiency whereof is hereby acknowledged by the parties), the parties hereby
agree to and with each other as follows:
1. CANCELLATION OF OPTIONS
1.1 The Options shall be cancelled effective on the date of this
Agreement.
2. RELEASE
2.1 Option Holder, personally and on behalf of with his attorneys, heirs,
executors, administrators, and assigns, does hereby remise, release
and forever discharge the Company, its respective directors, officers,
shareholders, employees and agents, and their respective successors
and assigns, of and from all claims, causes of action, suits and
demands whatsoever which Option Holder ever had, now or may have
howsoever arising out of the original grant and this cancellation of
the Options.
3. COUNTERPARTS
3.1 This Agreement may be executed in several counterparts, each of which
will be deemed to be an original and all of which will together
constitute one and the same instrument.
4. ELECTRONIC MEANS
4.1 Delivery of an executed copy of this Agreement by electronic facsimile
transmission or other means of electronic communication capable of
producing a printed copy will be deemed to be execution and delivery
of this Agreement as of the date set forth on page one of this
Agreement.
5. FURTHER ASSURANCES
5.1 As and so often as may be required, the parties will execute and
deliver all such further documents, do or cause to be done all such
further acts and things, and give all such further assurances as in
the opinion of the Company or its counsel are necessary or advisable
to give full effect to the provisions and intent of this Agreement.
6. PROPER LAW
6.1 This Agreement will be governed by and construed in accordance with
the law of the State of Nevada.
7. INDEPENDENT LEGAL ADVICE
7.1 By signing this Agreement, Option Holder confirms that he fully
understands this Agreement and has obtained independent legal advice.
IN WITNESS WHEREOF the parties have executed and delivered this Agreement.
AMERICAN PARAMOUNT GOLD CORP.
Per:
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Director, President and Chief Executive Officer
OPTION HOLDER
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