TERMINATION AGREEMENT
TERMINATION
AND RELEASE AGREEMENT, dated as of January 5, 2007 (this “Agreement”), between
THORIUM POWER, LTD., a Nevada corporation (the “Company”) and XXXXXX XXXXXX, XX.
(“Optionee”).
BACKGROUND
The
parties
desire to terminate that certain stock option agreement, dated June 14, 2001,
between Thorium Power Inc., now a subsidiary of the Company, and the Optionee,
by which the Optionee was granted the option to purchase 100,000 shares of
common stock in Thorium Power Inc.
(the
“Option Agreement”), Following the merger between the Company and Thorium Power
Inc., the options to purchase the shares under Option Agreement were converted
into options to purchase 2,562,780 shares of common stock in the Company. The
board of directors of the Company by written consent, dated as of the date
of
this Agreement, unanimously resolved to terminate the Option Agreement as of
the
date hereof through this Agreement. The board of directors also unanimously
resolved to grant of 467,242 stock options to the Optionee under a separate
agreement in the form of Exhibit A hereto that is being entered into on or
about
the date hereof.
NOW,
THEREFORE, in consideration of the mutual agreements set forth herein and for
such other good and valuable consideration the receipt and adequacy of which
is
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Termination
and Release.
The
Option Agreement is hereby terminated and of no further force and effect. In
consideration of the mutual promises herein contained and such other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, each party hereto hereby releases and forever discharges the
other
party hereto, its officers, directors, employees, agents and representatives
from any and all claims, liabilities, suits and damages arising or in any way
related to the Option Agreement and agrees not to commence any such suit or
make
any such claim against the other party, its officers, directors, employees,
agents or representatives. Each party hereto represents and warrants to the
other party that he has not made any such claim or suit prior to the date
hereof.
2. Grant
of New Option.
The
Company shall grant to the Optionee 467,242 stock options under the Company’s
2006 Stock Plan by entering into a Stock Option Agreement that is substantially
in the form of Exhibit A hereto.
3. Miscellaneous.
This
Agreement constitutes the entire agreement between the parties regarding the
subject matter hereof and supersedes all prior understandings, agreements,
or
representations by or between the parties, written or oral, to the extent they
related in any way to the subject matter hereof. No changes, modifications,
or
waivers to this Agreement will be effective unless in writing and signed by
both
parties. In the event that any provision hereof is determined to be illegal
or
unenforceable, that provision will be limited or eliminated to the minimum
extent necessary so that these terms and conditions shall otherwise remain
in
full force and effect and enforceable. The terms and conditions of this
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York without giving effect to the conflicts of law principles
thereof. Neither party may assign its rights or delegate its duties under this
Agreement without the express prior written consent of the other party. This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed an original and all of which, together, shall constitute one and the
same
instrument. Facsimile execution and delivery of this Agreement is legal, valid
and binding execution and delivery for all purposes.
[signature
page follows]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date
first above written.
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| By: | ||
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Seth
Grae, President and
Chief Executive Officer |
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OPTIONEE:
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| By: | ||
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Xxxxxx
Xxxxxx, Xx.
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EXHIBIT
A
Stock
Option Agreement
(See
Attached)
