«TYPE» STOCK
OPTION AGREEMENT
OF
HOMELAND RESOURCES
LTD.
A Nevada Corporation
THIS AGREEMENT is made between HOMELAND
RESOURCES LTD., a Nevada corporation (hereinafter referred to as the “Company”),
and «NAME» (hereinafter
referred to as the “Optionee”), «Position» of the Company,
effective as of the «IssueDay» day of «IssueMonth», «IssueYear» (the “Grant Date”).
1.
Options
Granted. The
Company hereby grants the Optionee «Type» stock options to purchase
an aggregate of «SHARES» («NUMBEROPTIONS») shares of the
Company’s Common Stock exercisable at a price of «EXERCISEPRICE» per share (the “Exercise
Price”) for a term commencing on the effective date of this Agreement and expiring
at 5:00 pm (Pacific Time) on the «ExpireDay» day of «ExpireMonth», «ExpireYear» (the “Expiration
Date”), subject to termination as set forth herein. All options will be
fully vested upon execution of this Agreement.
2.
Time
of Exercise of Option
The Optionee may exercise the option granted
herein at any time after the effective date of this Agreement until the date of
termination of the option as provided herein.
3.
Method
of Exercise.
The options may be exercised by written notice delivered to the Company at its
principal place of business, stating the number of shares for which the option
is being exercised. The notice must be accompanied by a check or other methods
of payment acceptable to the Plan Administrator for the amount of the purchase
price, and comply with all the requirements of the Company’s «Plan», a copy of which has
been provided to the Optionee.
4.
Capital
Adjustments.
The existence of the options shall not affect in any way the right or power of
the Company or its stockholders to: (1) make or authorize any or all
adjustments, recapitalizations, reorganizations, or other changes in the
Company's capital structure or its business; (2) enter into any merger or
consolidation; (3) issue any bonds, debentures, preferred or prior preference
stocks ahead of or affecting the common stock or the rights thereof, (4) issue
any securities convertible into any common stock, (5) issue any rights,
options, or warrants to purchase any common stock, (6) dissolve or liquidate
the Company, (7) sell or transfer all or any part of its assets or business, or
(8) take any other corporate act or proceedings, whether of a similar character
or otherwise.
5.
Adjustments
for Reorganizations and Recapitalizations. If there shall, prior to the exercise
of any of the options provided for by this Agreement, be any stock dividend,
stock split, spin-off, combination or exchange of shares, recapitalization,
merger, consolidation, distribution to stockholders (other than a normal cash
dividend) or other change in the Company’s corporate or capital structure that
results in (a) the Company’s outstanding shares of common stock (or any
securities exchanged therefore or received in their place) being exchanged for
a different number or kind of securities of the Company or any other
corporation, or (b) new, different or additional securities of the Company or
of any other corporation being received by the holders of shares of the
Company’s common stock, then there shall automatically be an adjustment in
either the number of shares which may be purchased pursuant hereto, the type
of shares which may be purchased pursuant hereto or the price at which such
shares may be purchased, or any combination thereof, so that the rights
evidenced hereby shall thereafter as reasonably as possible be equivalent to
those originally granted hereby. The Company shall have the sole and exclusive
power to make such adjustments as it considers necessary and desirable.
6.
Transfer
of the Options.
During the Optionee's lifetime, the options shall be exercisable only by the
Optionee. The options shall not be transferable by the Optionee other than by
the laws of descent and distribution upon the Optionee's death. In the event of
the Optionee's death during the term of this Agreement, the Optionee's personal
representatives may exercise any portion of the options that remains vested and
unexercised at the time of the Optionee's death, provided that any such
exercise must be made,
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if at all, during the period within six (6) months after
the Optionee's death, and subject to the option termination date specified in
Section 7.
7.
Changes
in Control.
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Notwithstanding any other provision in this Agreement to the contrary, all unvested options outstanding under this Agreement shall immediately vest and become exercisable upon a Change in Control.
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“Change in Control” means any of the following events:
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(i)
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Approval by the stockholders of the Company of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power of the voting securities of the Company, the surviving entity or any parent thereof outstanding immediately after such merger or consolidation;
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(ii)
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Approval by the stockholders of the Company of (i) a plan of complete liquidation or dissolution of the company or (ii) a sale by the Company of all of its property and assets pursuant to Section 78.565 of the Nevada Revised Statutes (the “NRS”); or
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(iii)
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Any person or group of persons (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)) together with its affiliates, but excluding (i) the Company or any of its subsidiaries; (ii) any employee benefit plan of the Company or (iii) a corporation or other entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company (individually a “Person” and collectively, “Persons”) is or becomes, directly or indirectly, the beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the combined voting power of the Company’s then outstanding securities.
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8.
Termination
of Option.
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The Optionee’s right to exercise any options shall terminate on the earliest of the following dates:
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(ii)
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Subject to subsections (c) and (d) below, the date which is six (6) months from the date on which the Optionee ceases to act as «Position» of the Company or any subsidiary of the Company;
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(iii)
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In the event of the termination of the Optionee as «Position» of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
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(iv)
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The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as «Position» of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
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| (b)
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The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
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(i)
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The date the Optionee ceases to act as «Position» of the Company or any subsidiary of the Company;
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(ii)
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In the case of the termination of the Optionee as «Position» of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
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(iii)
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The date of the Optionee’s death or the Disability Determination Date, as applicable.
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| (c)
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For purposes of this Section 8, the Optionee will be deemed not to have ceased to act as «Position» of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
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Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be «Position» of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be «Position» of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of death.
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9.
Rights
as Shareholder. The
Optionee will not be deemed to be a holder of any shares pursuant to the
exercise of these options until he or she pays the option price and a stock
certificate is delivered to him or her for those shares. No adjustment shall
be made for dividends or other rights for which the record date is prior to the
date the stock certificate is delivered.
10.
Integration
with the Company’s Stock Option Plan. All of the terms and conditions of the
Company’s «Plan», a copy of which has
been provided to the Optionee, are specifically made a part of this Agreement
and shall control with regard to the interpretation or construction of any
provision that is inconsistent herewith. This Agreement will be governed by
and construed in accordance with the laws of the State of Nevada.
11.
Withholding
Taxes.
The Optionee authorizes the Company to withhold from any payments due to the
Optionee by the Company, whether pursuant to this Agreement or otherwise, any
amounts required to be withheld and remitted by the Company on account of any
income and employment taxes resulting from this Agreement.
12.
Miscellaneous.
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(a)
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Any notice required or permitted to be given under this Agreement shall be in writing and may be delivered personally or by fax, or by prepaid registered post addressed to the parties at such address of which notice may be given by either of such parties. Any notice shall be deemed to have been received, if personally delivered or by fax, on the date of delivery, and, if mailed as aforesaid, then on the fifth business day after and excluding the day of mailing.
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(b)
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This Agreement and the rights and obligations and relations of the parties shall be governed by and construed in accordance with the laws of the State of Nevada and the federal laws of the United States applicable therein (but without giving effect to any conflict of laws rules). The parties agree that the courts of the State of Nevada shall have jurisdiction to entertain any action or other legal proceedings based on any provisions of this agreement. Each party attorns to the jurisdiction of the courts of the State of Nevada.
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(c)
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Time shall be of the essence of this agreement and of every part of it and no extension or variation of this agreement shall operate as a waiver of this provision.
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(d)
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This Agreement may be executed in one or more counterparts, each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the «IssueDay» day of «IssueMonth», «IssueYear».
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OPTIONEE:
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SIGNATURE OF OPTIONEE
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«NAME»
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NAME OF OPTIONEE
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ADDRESS
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«NUMBEROPTIONS»
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NUMBER OF OPTIONS
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