EXHIBIT 10.1
NORD RESOURCES CORPORATION
STOCK OPTION
NORD RESOURCES CORPORATION, a Delaware corporation (the "Company"), hereby
grants to XXXXXX X. XXXXXX ("Optionee"), effective October 20, 2003 ("Date of
Grant"), as a separate inducement and agreement in connection with Optionee's
services to the Company and not in lieu of any other compensation or fees paid
to the Optionee for services, the right and option to purchase THREE MILLION
(3,000,000) shares of Common Stock of the Company ("Shares") at the purchase
price of U.S.$0.02 per Share (the "Option").
The Option is granted upon the following terms:
1. Subject to subparagraph 4 below, the Option shall expire at the
close of business on the earlier of: (i) October 19, 2008, or
(ii) ninety (90) days after the date that the Optionee no longer
has a contract and/or a business or employment relationship with
the Company, unless exercised prior thereto.
2. The Option is exercisable at any time, in whole or in part,
subject to the provisions of subparagraphs 3 and 4 below.
3. The Optionee shall vest 100% immediately.
4. In the event Optionee dies or becomes permanently disabled, the
Option may be exercised within one (1) year after the date of
death or permanent disability by the person or persons (including
the Optionee's estate) to whom the Optionee's rights under the
Option shall have passed by will or by the laws of descent and
distribution or by the Optionee or his or personal
representatives, as the case may be. Under no circumstances,
however, may the Option be exercised after the expiration date of
the Option specified in subparagraph I above.
5. The Option may not be assigned, transferred, pledged or otherwise
encumbered by Optionee other than by will or the laws of descent
and distribution; the Option may not be subject to execution,
attachment, or similar process; and the Option may be exercised
during the lifetime of Optionee only by Optionee.
6. Payment for all Shares purchased to exercise the Option shall be
made in cash or by certified check, money order or by personal
check (if approved by the Board of Directors). In lieu of a
check, the Optionee may, with the approval of the Board of
Directors in its sole discretion, submit certificates for stock
of the Company
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tendered as full or partial payment of the option exercise price.
Certificates for stock tendered must be endorsed or accompanied
by signed stock powers with the signature guaranteed by the
commercial bank or trust company or by a brokerage firm
acceptable to the Company. Stock tendered in payment will be
valued at its fair market value on the date of exercise of the
Option. Any deficiency in the option exercise price shall be paid
by certified check. Such payment shall be made at the time that
the Option or any part thereof is exercised and no Shares shall
be issued or delivered until full payment therefor has been made.
7. If and to the extent that the number of issued shares of common
stock of the Company shall be increased or reduced by change in
par value, split up, reclassification, distribution of a dividend
payable in stock or the like, the number of shares subject to the
Option and the option price per share shall be proportionately
adjusted. If the Company shall be involved in any merger or
consolidation, recapitalization, reclassification of shares or
similar reorganization, the holder of this Option shall be
entitled to purchase, at the same times and upon the same terms
and conditions as are then provided in this Option, the number
and class of shares of stock or other securities to which a
holder of the number of shares of stock subject to this Option at
the time of such transaction would have been entitled to receive
as a result of such transaction. Except as expressly provided in
this Section 7, the holder of this Option shall have no rights by
reason of any subdivision or combination of shares of stock of
any class or the payment of any stock dividend or any other
increase or decrease in the number of shares of stock or any
class or by reason of any dissolution, liquidation, merger or
consolidation or distribution to the Company's shareholders of
assets or stock of another corporation. Except as expressly
provided herein, any issue by the Company of shares of stock of
any class, or securities convertible into shares of stock of any
class, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of Shares of
stock subject to this Option.
8. Optionee shall have no rights as a stockholder with respect to
the Option until payment of the option price and delivery to him
of the Shares as herein provided.
9. This Option Agreement shall be governed by and construed in
accordance with the laws of Delaware, without giving effect to
principals of conflict of laws.
10. Neither this Option Agreement nor the Shares are registered under
the Securities Act of 1933, as amended. This Option is subject to
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the condition that if at any time the listing, registration or
qualification of the Shares covered by this Option upon any
securities exchange or under any state or federal law is
necessary or desirable as a condition of or in connection with
the purchase or delivery of Shares hereunder, the delivery of any
or all Shares pursuant to this Option may be withheld unless and
until such listing, registration or qualification shall have been
effected. If a registration statement is not in effect under the
Securities Act of 1933 or any applicable state securities laws
with respect to the Shares purchasable or otherwise deliverable
under this Option, the Company may require, as a condition of
exercise of this Option, that the Optionee represent, in writing,
that the Shares received pursuant to this Option are being
acquired for investment and not with a view to distribution and
agree that the Shares will not be disposed of except pursuant to
an effective registration statement, unless the Company shall
have received an opinion of counsel that such disposition is
exempt from such requirement under the Securities Act of 1933 and
any applicable state securities laws. The Company may endorse on
certificates representing Shares delivered pursuant to this
Option such legends referring to the foregoing representations or
restrictions or any other applicable restrictions on resale as
the Company, in its discretion, shall deem appropriate.
11. This Option Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs,
executors, administrators, successors and assigns.
IN WITNESS WHEREOF, the Company has executed this Option as of the 20th day of
October, 2003.
NORD RESOURCES CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Chairman & Chief Executive Officer
ATTEST:
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
President
