Exhibit 10.16
AMENDMENT TO
DIRECTOR'S STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 13th day of February, 1997.
BETWEEN:
IDAHO CONSOLIDATED METALS CORPORATION, a company duly
incorporated under the laws of the Province of British
Columbia, having a place of business at Xxxxx 000, 000 Xxxx
Xxxxxx, Xxxxxxxx, Xxxxx, 00000;
(hereinafter called the "Company")
OF THE FIRST PART
AND:
XXXXXXX XXXXXXX
0000 Xxxxxxx Xxxx Xxxxx
Xxxxxxxx, XX
00000;
(hereinafter called the "Employee")
OF THE SECOND PART
WHEREAS:
A. The Director and the Company entered into a Director's Option Agreement made
as of the 30th day of October, 1995 (the "Option Agreement"), a copy of which is
attached hereto, pursuant to which the Director was granted an option (the
"Option") to purchase all or any portion of 70,000 common shares in the capital
of the Company exercisable at a price of $1.80 per share, on or before the 30th
day of October, 1999;
B. The Director exercised 10,000 of his options on the 17th day of May, 1996, so
that there remains a balance of 60,000 common shares held under option pursuant
to the Option Agreement;
C. The Employee and the Company wish to amend the Option Agreement, as to
exercise price only, from a price of $1.80 per share to a price of $1.15 per
share, upon the terms and conditions hereinafter set forth;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
premises and of the covenants and agreements herein contained, the parties
hereto covenant and agree as follows:
1. Paragraph I commencing on page I of the Option Agreement be deleted in its
entirety and replaced as follows:
"From and including the Agreement Date through to and including the day 4
years from the Agreement Date (the "Termination Date"), the Employee shall
have and be entitled to and the Company hereby grants to the Employee an
Option (the "Option") to purchase all or any portion of 60,000 common
shares without par value in the capital stock of the Company from treasury
at the price of $1.15 per share."
2. Save and except as herein amended, the Option Agreement shall be and remains
in full force and effect on the terms set forth therein.
IN WITNESS WHEREOF the parties have hereunto caused these
presents to be executed effective as of the day and year first above written.
THE COMMON SEAL of IDAHO )
CONSOLIDATED METALS )
CORPORATION was hereunto affixed )
in the presence of: )
)
/s/ Xxxxxxx Xxxxxxx ) c/s
-------------------------------- )
SIGNED, SEALED AND DELIVERED )
by XXXXXXX XXXXXXX the )
presence of: )
)
)
Signature of )
Witness: /s/ [Illegible] ) /s/ Xxxxxxx Xxxxxxx
------------------------- ) --------------------------------
) XXXXXXX XXXXXXX
Address of )
Witness: 0000 0xx Xxxxxx )
------------------------- )
Xxxxxxxx, Xx 00000 )
---------------------------------- )
)
Occupation )
of Witness: Corporate Secretary )
------------------------- )
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DIRECTOR'S OPTION AGREEMENT
THIS AGREEMENT IS MADE AS OF THE 30TH DAY OF OCTOBER 1995 (THE "AGREEMENT
DATE").
BETWEEN:
IDAHO CONSOLIDATED METALS CORPORATION, a company duly
incorporated under the laws of the Province of British
Columbia, having a place of business at Xxxxx 000, 000 Xxxx
Xxxxxx, Xxxxxxxx, Xxxxx, 00000;
(the "Company")
AND:
XXXXXXX XXXXXXX
0000 Xxxxxxx Xxxx Xxxxx
Xxxxxxxx, XX
00000;
(the "Director")
WHEREAS the Director is a director of the Company and the Company would like to
grant to the Director an option to purchase common shares of the Company on the
terms and conditions contained herein;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
of the covenants and agreements herein contained the parties hereto covenant and
agree (the "Agreement") as follows:
1. From and including the Agreement Date through to and including the day 4
years from the Agreement Date (the "Termination Date"), the Director shall have
and be entitled to and the Company hereby grants to the Director an option (the
"Option") to purchase all or any portion of 70,000 common shares without par
value in the capital stock of the Company from treasury at the price of $1.80
per share.
2. Subject to the terms of this Agreement, the right to take up shares pursuant
to the Option is exercisable by the Director giving notice in writing to the
Company accompanied by a cheque, certified if so required by the Company, for
the full amount of the purchase price of the shares then being purchased.
Provided such written notice and payment are received by the Company prior to
5:00 p.m. local time on the Termination Date at its address first above written,
the Company covenants and agrees to issue and deliver to the Director, forthwith
thereafter, a share certificate for the number of shares so purchased registered
in the Director's name.
3. This is an Option only and does not impose upon the Director any obligation
to take up and pay for any of the shares under Option.
4. The Option shall not be assignable or transferable by the Director otherwise
than by Will or the law of intestacy and the Option may be exercised during the
lifetime of the Director only by the Director himself.
5. This Option shall terminate 30 days after the Director ceases to be a
director of the Company save and except where the Director ceases to be a
director of the Company as a result of:
(a) ceasing to meet the qualifications set forth in section 138 of the
Company Act, R.S.B.C. 1979, c. 59;
(b) a special resolution passed by the members of the Company pursuant to
subsection 154(3) of the Company Act, R.S.B.C. 1979, c. 59; or
(c) by order of the Superintendent of Brokers for B.C., B.C. Securities
Commission, Vancouver Stock Exchange or any securities regulatory body
having jurisdiction to so order,
in which case the Option shall terminate on the date the Director ceases to be a
director of the Company.
6. If the Director should die while still a director of the Company, the Option
may then be exercised by the Director's legal heirs or personal representatives
to the same extent as if the Director were alive and a director of the Company
for a period of one year after the Director's death but only for such shares as
the Director would have been entitled to purchase pursuant to the Option at the
date of the Director's death.
7. This Agreement and any amendments hereto are subject to the approval of the
Vancouver Stock Exchange and the members of the Company. In the event such
approvals are not obtained within 60 days of the Agreement Date, this Agreement
shall be null and void and of no further force and effect.
8. In the event of any subdivision, consolidation or other change in the share
capital of the Company while any portion of the Option is outstanding, the
number of shares under
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option to the Director and the exercise price thereof shall be adjusted in
accordance with such subdivision, consolidation or other change in the share
capital of the Company.
9. In the event that the Company undertakes an amalgamation, merger,
reorganization or other arrangement while any portion of the Option is
outstanding, the number of shares under option to the Director and the exercise
price thereof shall be adjusted in accordance with such amalgamation, merger,
reorganization or other arrangement.
10. The Company hereby covenants and agrees to and with the Director that it
will reserve in its treasury sufficient shares to permit the issuance and
allotment of shares to the Director in the event the Director exercises the
Option.
IN WITNESS WHEREOF the parties have hereunto caused these presents to be
executed effective as of the day and year first above written.
THE COMMON SEAL of IDAHO )
CONSOLIDATED METALS )
CORPORATION was hereunto affixed )
in the presence of: )
)
/s/ [Illegible] ) c/s
-------------------------------- )
)
)
SIGNED, SEALED AND DELIVERED )
by XXXXXXX XXXXXXX in the )
presence of: )
)
)
Signature of ) /s/ Xxxxxxx Xxxxxxx
Witness: /s/ [Illegible] )
------------------------- ) --------------------------------
) XXXXXXX XXXXXXX
Address of )
Witness: X.X. Xxx 0000 )
------------------------- )
Xxxxxxxx, Xx 00000 )
---------------------------------- )
)
Occupation )
of Witness: Secretary )
------------------------- )
