Exhibit 10.28
DIRECTOR'S OPTION AGREEMENT
THIS AGREEMENT IS MADE AS OF THE 27TH DAY OF AUGUST 1997 (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:
XXXXXXXX X. XXXXXXXXXX
000 Xxxxxxxx Xxxxxxxxx
Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx
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 50,000 common shares without par
value in the capital stock of the Company from treasury at the price of $0.56
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 114 of the
Company Act, Chapter 62;
(b) a special resolution passed by the members of the Company pursuant to
subsection 130(3) of the Company Act, Chapter 62; 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 I 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 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.
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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/ Xxxxxxx Xxxxxxx ) c/s
-------------------------------- )
SIGNED, SEALED AND DELIVERED )
by XXXXXXXX X. XXXXXXXXXX )
in the presence of: )
)
Signature of )
Witness: /s/ Xxxx X. Xxx ) /s/ Xxxxxxxx X. Xxxxxxxxxx
------------------------- ) --------------------------------
) XXXXXXXX X. XXXXXXXXXX
Address of )
Witness: 000 Xxxx Xxxxx 000 )
------------------------- )
Xxxxxxxx, Xx 00000 U.S.A.)
---------------------------------- )
)
Occupation )
of Witness: Investor Relations )
------------------------- )
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