Exhibit 4.3
THE SECURITY REPRESENTED BY THIS INSTRUMENT HAS BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT
AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF
COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
STOCK OPTION AGREEMENT
PURSUANT TO THE AMERICAN GOLDRUSH CORPORATION 2005 STOCK OPTION PLAN
Employee/Optionee: ______________
Number of Shares Under Option: ______________
Exercise Price: $_____________
Date of Grant: ______________
Expiry Date: ______________
This Stock Option Agreement (the "Agreement") is made pursuant to the American
Goldrush Corporation (the "Corporation") 2005 Stock Option Plan (the "Plan"), a
copy of which is available to the Optionee on request made to the Corporation,
and entered into as of the date of grant set forth above (the "Date of Grant")
by and between the Corporation, and the optionee named above (the "Optionee").
1. GRANT OF OPTION. The Corporation hereby grants to The Optionee an
option (the "Option") to purchase the above number of shares of common
stock of the Corporation (the "Shares") at the above noted price (the
"Exercise Price") and subject to all of the terms and conditions of
this Agreement and the Plan. The terms and conditions of the Plan are
incorporated herein and shall form part of this Agreement. The terms
not otherwise defined herein shall have the meaning given under the
Plan.
2. EXPIRY DATE. The Option must be exercised on or before the Expiry Date
set forth above, subject to the vesting schedule set out in section 4,
and in compliance with the method of exercise set out below.
3. EXERCISE PRICE. The price the Optionee must pay to exercise the Option
(the "Exercise Price") is as set forth above.
4. VESTING.
(a) The Option shall vest and become exercisable on a cumulative
basis in accordance with the following schedule:
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PERCENTAGE OF OPTION THAT MAY BE
Date EXERCISED
(b) If this Option becomes exercisable for a fraction of a share
because of the adjustment or antidilution provisions contained
in the Plan, such fractions will be rounded down.
5. METHOD OF EXERCISE. This Option shall be exercisable by written notice,
no later than 5:00p.m. on the Expiry Date, in the form attached hereto
as Schedule "A", which shall state the election to exercise the Option,
the number of Shares in respect of which the Option is being exercised,
and such other representations and agreements as to the holder's
investment intent with respect to such shares of common stock as may be
required by the Corporation pursuant to the provisions of the Plan.
Such written notice shall be signed by the Optionee and shall be
delivered in person or by certified mail to the President of the
Corporation. The written notice shall be accompanied by payment of the
Exercise Price by any method as more clearly described in Section 6.
6. METHOD OF PAYMENT.
(a) Payment of the Exercise Price shall be made:
(i) in cash or by cash equivalent; or
(ii) at the sole discretion of the Option Committee, other
consideration including, without limitation, Common
Stock of the Corporation, valued at the Fair Market
Value of such shares on the trading date immediately
preceding the date of exercise, or services, or other
property; or
(iii) at the sole discretion of the Option Committee, by a
combination of different forms of consideration.
(b) In addition to and at the time of payment of the purchase
price, the Optionee shall pay to the Corporation in cash or,
at the sole discretion of the Option Committee, in other forms
of consideration, the full amount of all federal, state and
provincial withholding and other employment taxes applicable
to the taxable income of such Optionee resulting from such
exercise.
7. NON-TRANSFERABILITY OF OPTION. All Options shall be nontransferable
except, upon the Optionee's death, by the Optionee's will or the laws
of descent and distribution or as otherwise described in the Plan.
8. THE OPTIONEE'S REPRESENTATIONS.
By receipt of this Option, by its execution, and by its exercise in
whole or in part, the Optionee represents to the Corporation that:
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(a) the Optionee understands that both this Option and any Shares
purchased upon its exercise are securities, the issuance of
which requires compliance with U.S. federal, state and
Canadian provincial securities laws;
(b) the Optionee understands that the Securities have not been
registered under the Securities Act (U.S.);
(c) the Optionee understands that, unless the Shares are
registered prior to issuance, the Shares subject to this
Option, in addition to other restrictions on transfer, must be
held indefinitely unless subsequently registered under the
Act, or unless an exemption from registration is available;
(d) the Optionee understands that the certificate representing the
Shares will bear a legend prohibiting their transfer in the
absence of their registration or the opinion of counsel for
the Corporation that registration is not required, and a
legend prohibiting their transfer in compliance with
applicable state securities laws unless otherwise exempted;
(e) the Optionee acknowledges and agrees that the vesting of
Shares pursuant to section 4 hereof is earned only by the
Optionee's continuing capacity as a person eligible to receive
Options under the Plan at the will of the Corporation (not
through the act of being hired, being granted this Option or
acquiring Shares hereunder). The Optionee further acknowledges
and agrees that this Option, the Agreement and the Plan do not
constitute an express or implied promise of continued
engagement as an officer, employee or consultant for the
vesting period, for any period, or at all, and shall not
interfere with Optionee's right or the Corporation's right to
terminate Optionee's employment or consulting relationship at
any time, with or without cause; and
(f) the Optionee acknowledges receipt of a copy of the Plan,
represents that the Optionee is familiar with the terms and
provisions thereof, and hereby accepts this Option subject to
all of the terms and provisions thereof. The Optionee has
reviewed the Plan and this Option in their entirety, has had
an opportunity to obtain the advice of counsel prior to
executing this Option and fully understands all provisions of
this Option. The Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the
Board or of the Option Committee upon any questions arising
under the Plan;
(g) the Optionee is not resident in the U.S. and is not otherwise
a U.S. person, as that term is defined in Regulation S under
the Securities Act (U.S.), which definition has been provided
to the Optionee where requested, and the offer was not made to
the Optionee when he was in the United States and at the time
the Optionee accepts this agreement the Optionee was outside
the United States;
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(h) the Optionee, if engaged by the Corporation as a consultant or
advisor, does not provide services in connection with the
offer or sale of securities in a capital-raising transaction,
and does not directly or indirectly promote or maintain a
market for the registrant's securities and does not otherwise
provide investor relations services; and
(i) the Optionee is aware that the Options have been issued
pursuant to an applicable exemption from the registration and
prospectus requirements under the Securities Laws of the
Provinces of Canada, and as a result, no provincial securities
regulator has reviewed or approved the issuance of these
options.
9. RESTRICTIONS ON EXERCISE. This Option may not be exercised if the
issuance of such Shares upon such exercise or the method of payment of
consideration for such Shares would constitute a violation of any
applicable federal or state securities or other law or regulation. As a
condition to the exercise of this Option, the Corporation may require
the Optionee to make any representation and warranty to the Corporation
as may be required by any applicable law or regulation, including in
the case of a non-U.S. person, that such person was not in the in the
United States at the time of exercise of the Option hereunder.
10. DELAY. No delay or failure on the part of the Corporation or the
Optionee in the exercise of any right, power or remedy shall operate as
a waiver thereof, nor shall any single or partial exercise by any of
them of any right, power or remedy preclude other or further exercise
thereof, or the exercise of any other right, power or remedy.
11. COMPLETE AGREEMENT. This Agreement constitutes the entire agreement
between the parties with respect to its subject matter, and supersedes
all other prior or contemporaneous agreements and understandings both
oral and/or written; subject, however, that in the event of any
conflict between this Agreement and the Plan, the Plan shall govern.
This Agreement may only be amended in a writing signed by the
Corporation and the Optionee.
12. TERMINATION. In the event of termination of status as a person eligible
to receive Options under the Plan, the provisions of the Plan will
apply.
13. NOTICES. All Notices hereunder shall be in writing and shall be deemed
given when sent by verified or registered mail, postage prepaid, return
receipt requested, if to the Optionee, to the address set forth below
or at the address shown on the records of the Corporation or to such
other address as such party may designate in writing from time to time
to the Corporation, and if to the Corporation, to the Corporation
principal executive offices, to the attention of the Chief Executive
Officer.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of
_________, 200__.
AMERICAN GOLDRUSH CORPORATION
By: ________________________________
By signing below, Optionee hereby accepts the Option subject to all its terms
and provisions and agrees to be bound by the terms and provisions of the Plan.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Board or Directors of the Corporation, and of the
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Option Committee responsible for administration of the Plan, upon any questions
arising under the Plan. Optionee authorizes the Corporation to withhold, in
accordance with applicable law, from any compensation payable to him or her, any
taxes required to be withheld by federal, state or local law as a result of the
grant, existence or exercise of the Option or subsequent sale of the Shares.
The Optionee further acknowledges that exercise of the Option is subject to
compliance with applicable U.S. and Canadian provincial securities laws.
OPTIONEE
Signature: __________________________
Name: __________________________
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SCHEDULE A
TO THE
AMERICAN GOLDRUSH CORPORATION
Stock Option Agreement under the 2005 Stock Option Plan
OPTION EXERCISE NOTICE FORM
I, ___________________________, do hereby exercise the option granted to me
pursuant to a Stock Option Agreement dated ___________ (the "Option"). The
Shares being purchased and the total option exercise price are set forth below:
Number of Shares: ________________ Shares
Option Exercise Price Per Share x $_____________ per Share
Total Option Exercise Price: = $______________________.
Until such time as the Shares which may be acquired upon exercise of the Option
have been registered under the United States SECURITIES ACT OF 1933, as amended
(the "1933 Act") and the securities laws of any state of the United States, the
Option may not be exercised in the United States or by or on behalf of any U.S.
Person (as defined in Regulation S under the 0000 Xxx) unless an exemption is
available from the registration requirements under the 1933 Act and applicable
U.S. state laws. The Option and the common shares which may be acquired upon
exercise thereof, are not registered under the laws of any U.S. state, and this
Option may not be exercised in the United States unless the prior consent of the
corporation has been obtained.
Payment of The Total Option Exercise Price is included with this Form.
____________________________________ Date: ___________________
Signature of Optionee
Send or deliver this Form with an original signature to:
AMERICAN GOLDRUSH CORPORATION
XXXXX 000, 0000 XXXX XXXXXX XXXXXX
XXXXXXXXX, XX
X0X 0X0
