Standard Gold, Inc. Stock Option Agreement
EXHIBIT
10.4
Standard
Gold, Inc.
This
Stock Option Agreement (the “Agreement”) is made and
entered into as of the 1st day of
April, 2010, between Xxxxxxx Xxxx (“Optionee”) and Standard Gold,
Inc., a Colorado corporation (the “Company”).
Background
A. Xxxxxxx
X. Xxxx (“Executive”),
the spouse of Optionee, currently serves as the Company’s Chief Executive
Officer and the Company desires to induce Executive to continue to serve as an
executive of the Company.
B. The
Company has adopted the 2010 Stock Incentive Plan (the “Plan”) pursuant to which
shares of common stock of the Company have been reserved for issuance under the
Plan.
C. The
Plan allows for assignment of an option, and Executive has directed and
authorized the Company to enter into this Agreement directly with Optionee to
reflect his assignment of the underlying option to purchase 800,000 shares of
the Company’s common stock granted on the date hereof at the terms set forth
herein.
Now,
Therefore, the parties hereto agree as follows:
1. Incorporation by
Reference. The terms and conditions of the Plan, a copy of
which has been delivered to Optionee, are hereby incorporated herein and made a
part hereof by reference as if set forth in full. In the event of any conflict
or inconsistency between the provisions of this Agreement and those of the Plan,
the provisions of the Plan shall govern and control.
2. Grant of Option; Exercise
Price. Subject to the terms and conditions herein set forth,
the Company hereby irrevocably grants from the Plan to Optionee the right and
option, hereinafter called the “Option”, to purchase all or
any part of an aggregate of 800,000 shares of common stock, $.001 par value, of
the Company (the “Shares”) at the price per
Share set forth at the end of this Agreement after “Exercise Price”.
3. Exercise and Vesting of
Option. The Option shall be exercisable only to the extent
that all, or any portion thereof, has vested in the Optionee. The
right to purchase the Shares subject to the Option shall vest pro rata in three
annual installments beginning on the date of this Agreement and continuing each
year thereafter until the Option is fully vested, so long as Executive has not
resigned, retired, is removed or in any other manner ceases being an executive
of the Company, for any reason or no reason, with or without cause, as set forth
in the following schedule (each such date is hereinafter referred to singularly
as a “Vesting Date” and
collectively as “Vesting
Dates”):
|
Total
Shares Subject
to Vesting
Date
|
Vesting
Date
|
|
266,667
|
April
1, 2010
|
|
266,667
|
April
1, 2011
|
|
266,666
|
April
1, 2012
|
Notwithstanding
the foregoing, this Option shall immediately vest in its entirety upon the
occurrence of (i) the Executive’s death, or (ii) a Change of Control (as defined
below). For purposes of this Paragraph 3, a “Change of Control” means (i)
the acquisition, directly or indirectly, following the date hereof by any person
(as such term is defined in Section 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934, as amended), in one transaction or a series of related
transactions, of securities of the Company representing in excess of fifty
percent (50%) of the combined voting power of the Company’s then outstanding
securities if such person or his/her/its affiliate(s) do not own in excess of
fifty percent (50%) of such voting power on the date of this Agreement,
provided, however, that a Change of Control shall not include any transaction or
series of related transactions effected primarily for capital raising purposes;
or (ii) the disposition by the Company (whether direct or indirect, by sale of
assets or stock, merger, consolidation or otherwise) of all or substantially all
of its business and/or assets in one transaction or series of related
transactions (other than a merger effected exclusively for the purpose of
changing the domicile of the Company), provided, however, that a Change of
Control shall not include any merger, consolidation or other transaction (or
series of related transactions) in which, following such transaction, the
stockholders of the Company immediately prior to such transaction continue to
own in excess of fifty percent (50%) of the combined voting power of the
surviving or resulting entity.
4. Term of
Option. To the extent vested and except as otherwise provided
in this Agreement, the Option shall be exercisable for ten (10) years from the
date of this Agreement; provided, however, that in the
event Executive resigns, retires, is removed or in any other manner ceases being
an executive of the Company, for any reason or no reason, with or without cause,
except for reason of Executive’s death, Optionee shall have ninety (90) days
from the date of such termination of Executive’s position as an executive to
exercise all or any part of the Option, subject to the ten-year option period.
In the event of Executive’s death during the term of his employment, Optionee
shall have a period of one (1) year from the date of Executive’s death to
exercise all or any part of the Option, subject to the ten-year option
period. Upon the expiration of such ninety (90) day period (or, in
the event of Executive’s death, such one (1) year period), or, if earlier, upon
the expiration date of the Option as set forth above, the Option shall terminate
and become null and void.
5. Rights of Option
Holder. Optionee, as holder of the Option, shall not have any
of the rights of a stockholder with respect to the Shares covered by the Option
except to the extent that one or more certificates for such Shares shall be
delivered to her upon the due exercise of all or any part of the
Option.
6. Transferability. The
Option shall not be transferable except to the extent permitted by the
Plan.
7. Securities Law
Matters. Optionee acknowledges that the Shares to be received
by her upon exercise of the Option may have not been registered under the
Securities Act of 1933 or the Blue Sky laws of any state (collectively, the
“Securities
Acts”). If such Shares have not been so registered, Optionee
acknowledges and understands that the Company is under no obligation to
register, under the Securities Acts, the Shares received by her or to assist her
in complying with any exemption from such registration if she should at a later
date wish to dispose of the Shares. Optionee acknowledges that if not then
registered under the Securities Acts, the Shares shall bear a legend restricting
the transferability thereof, such legend to be substantially in the following
form:
“The
shares represented by this certificate have not been registered or qualified
under federal or state securities laws. The shares may not be offered
for sale, sold, pledged or otherwise disposed of unless so registered or
qualified, unless an exemption exists or unless such disposition is not subject
to the federal or state securities laws, and the Company may require that the
availability or any exemption or the inapplicability of such securities laws be
established by an opinion of counsel, which opinion of counsel shall be
reasonably satisfactory to the Company.”
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8. Optionee
Representations. Optionee hereby represents and warrants that
Optionee has reviewed with her own tax advisors the federal, state, and local
tax consequences of the transactions contemplated by this
Agreement. Optionee is relying solely on such advisors and not on any
statements or representation of the Company or any of its agents. Optionee
understands that she will be solely responsible for any tax liability that may
result to her as a result of the transactions contemplated by this
Agreement. The Option, if exercised, will be exercised for investment
and not with a view to the sale or distribution of the Shares to be received
upon exercise thereof.
9. Notices. All
notices and other communications provided in this Agreement will be in writing
and will be deemed to have been duly given when received by the party to whom it
is directed at the following addresses:
|
If
to the Company:
|
If
to Optionee:
|
|
Standard
Gold, Inc.
000
XXX Xxxxxx
00
Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxxx,
XX 00000-0000
|
Xxxxxxx
Xxxx
000
Xxxxxxxx Xxxxx
Xxxxxxxx,
XX 00000
|
10. General.
(a) The
Option is granted pursuant to the Plan and is governed by the terms
thereof. The Company shall at all times during the term of the Option
reserve and keep available such number of Shares as will be sufficient to
satisfy the requirements of this Agreement.
(b) Nothing
herein expressed or implied is intended or shall be construed as conferring upon
or giving to any person, firm, or corporation other than the parties hereto, any
rights or benefits under or by reason of this Agreement.
(c) Each
party hereto agrees to execute such further documents as may be necessary or
desirable to effect the purposes of this Agreement.
(d) This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
agreement.
(e) This
Agreement, in its interpretation and effect, shall be governed by the laws of
the State of Colorado applicable to contracts executed and to be performed
therein.
[Signature
page to follow]
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IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first written above.
|
Number
of Shares: 800,000
|
OPTIONEE:
|
|
Exercise
Price: $0.90
|
/s/
Xxxxxxx
Xxxx
|
|
Name: Xxxxxxx
Xxxx
|
|
|
STANDARD
GOLD, INC.
|
|
|
By: /s/ Xxxx X.
Xxxxx
|
|
|
Xxxx X. Xxxxx, Chief Financial
Officer
|
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