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Exhibit 10.19
BE
RESOURCES INC.
STOCK OPTION PLAN
SECTION 1
PURPOSE AND SCOPE
- 1.1
- The purpose of this
Stock Option Plan is to provide a means whereby BE
Resources Inc., a Colorado corporation (the "
Corporation "), may
attract able persons to remain in or to enter the employ of the
Corporation or a Subsidiary of the Corporation and to provide a
means whereby those employees, officers, directors and other
individuals or entities upon whom the responsibilities of the
successful administration, management, planning, and/or
organization of the Corporation may rest, and whose present and
potential contributions to the welfare of the Corporation or a
Subsidiary of the Corporation are of importance, can acquire and
maintain stock ownership, thereby strengthening their concern for
the long-term welfare of the Corporation. A further purpose of the
Plan is to provide such employees and individuals or entities with
additional incentive and reward opportunities designed to enhance
the profitable growth of the Corporation over the long term.
Accordingly, the Plan provides for the grant of Incentive Stock
Options and Options which do not constitute Incentive Stock Options
or any combination of the foregoing.
- 1.2
- The terms and
conditions set forth in this Plan are subject to the rules,
regulations and policies of the stock exchange on which the Common
Shares may be listed or quoted including, if listed on the TSX-V,
the provisions of Policy 4.4 of the TSX-V.
SECTION 2
DEFINITIONS
- 2.1
- The following
definitions shall be applicable during the term of the Plan unless
specifically modified by any paragraph:
- (a)
- " Board " means the board of
directors of the Corporation.
- (b)
- " CBCA " means the
Colorado Business Corporations Act
.
- (c)
- " Code " means the United States
Internal Revenue Code of 1986, as amended. Reference in the Plan to
any Section of the Code shall be deemed to include any amendments
or successor provisions to such Section and any regulations under
such Section.
- (d)
- " Common Shares " means the shares
of common stock of the Corporation.
- (e)
- " Corporate Change " means one of
the following events:
- (i)
- the merger,
arrangement, amalgamation, share exchange or other business
combination involving the Corporation in which the outstanding
Common Shares are converted into or exchanged for a different class
of securities of the Corporation, a class of securities of any
other issuer (except a Subsidiary of the Corporation), cash or
other property other than a merger, arrangement, amalgamation,
share exchange or other business combination involving the
Corporation which would result in the voting shares of the
Corporation outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least sixty
percent (60%) of the combined voting power of the voting shares of
the Corporation or such surviving entity outstanding immediately
after such merger, arrangement, amalgamation, share exchange or
other business combination involving the Corporation;
1
-
-
- (ii)
- the sale, lease or
exchange of all or substantially all of the assets of the
Corporation to any other corporation or entity (except a Subsidiary
of the Corporation);
- (iii)
- the adoption by the
shareholders of the Corporation of a resolution to liquidate or
dissolve the Corporation;
- (iv)
- the acquisition
(other than acquisition pursuant to any other clause of this
definition) by any person or group of persons, of beneficial
ownership of more than fifty percent (50%) (based on voting power)
of the Corporation's outstanding Common Shares; or
- (v)
- as a result of or in
connection with a contested election of directors, the persons who
were directors of the Corporation before such election shall cease
to constitute a majority of the Board.
- (f)
- " Eligible Recipient " means any
Employees, Directors and Consultants (as defined in Policy 4.4
of the TSX-V, as the same may be amended from time to time) of the
Corporation or its Subsidiaries.
- (g)
- " Exchange Act " means the
Securities Exchange Act of 1934, as amended.
- (h)
- " Fair Market Value " means, as of
any specified date, the closing price of the Common Shares on the
TSX-V (or, if the Common Shares are not listed on such exchange,
such other stock exchange on which the Common Shares are then
listed or quoted) on the trading day immediately preceding that
date, or if no prices are reported on that date, on the last
preceding date on which such prices of the Common Shares are so
reported. If the Common Shares are not then listed on any stock
exchange but is traded over the counter at the time determination
of Fair Market Value is required to be made hereunder, the Fair
Market Value shall be deemed to be equal to the average between the
reported high and low sales prices of Common Shares on the last
preceding date on which Common Shares were publicly traded. If the
Common Shares are not publicly traded at the time a determination
of its value is required to be made hereunder, the determination of
Fair Market Value shall be made by the Board in such manner as it
deems appropriate (in the case of Incentive Stock Options, such
determination will be made in good-faith as required by
Section 422(c)(1) of the Code and may be based on the advice
of an independent investment banker or appraiser recognized to be
expert in making such valuations).
- (i)
- " Incentive Stock Option " means an
Option within the meaning of Section 422 of the Code.
- (j)
- " Option " means an option granted
under Section 7 of the Plan and includes both Incentive Stock
Options to purchase Common Shares and Options which do not
constitute Incentive Stock Options to purchase Common Shares.
- (k)
- " Option Agreement " means a written
agreement between the Corporation and an Optionee with respect to
an Option.
- (l)
- " Optionee " means an Eligible
Recipient who has been granted an Option.
- (m)
- " Plan " means this Stock Option
Plan.
- (n)
- " Rule 16b-3 " means
Rule 16b-3 of the General Rules and Regulations of the
Securities and Exchange Commission under the Exchange Act , as such rule is
currently in effect or as hereafter modified or amended.
- (o)
- " Subsidiary " has the meaning
ascribed thereto by the Securities
Act (Ontario), except that solely with
respect to the issuance of Incentive Stock Options, the term
"Subsidiary" shall have the same meaning as the term "subsidiary
corporation" as defined in Section 424(f) of the
Code.
2
-
- (p)
- " TSX-V " means the TSX Venture
Exchange.
SECTION 3
LIMITATIONS
- 3.1
- If the Common Shares
are listed on the TSX-V, the following limitations shall apply:
- (a)
- Options for the
purchase of no more than 5% of the issued and outstanding Common
Shares, determined at the date that an Option is granted, may be
granted in the aggregate to any one individual in any twelve month
period;
- (b)
- Options for the
purchase of no more than 2% of the issued and outstanding Common
Shares, determined at the date that an Option is granted, may be
granted in the aggregate to any one Consultant (as defined in
Policy 4.4 of the TSX-V, as the same may be amended from time
to time) in any twelve month period; and
- (c)
- Options for the
purchase of no more than 2% of the issued and outstanding Common
Shares determined at the date that an Option is granted, may be
granted in the aggregate to a person providing Investor Relations
Activities (as defined in Policy 4.4 of the TSX-V, as the same
may be amended from time to time) in any twelve month period.
- 3.2
- If the Common Shares
are listed on the TSX-V, unless disinterested shareholder approval
of the Plan is obtained as required by the TSX-V:
- (a)
- the number of Common
Shares reserved for issuance under Options granted to Insiders (as
defined in Policy 4.4 of the TSX-V, as the same may be amended
from time to time) shall not in the aggregate exceed 10% of the
issued and outstanding Common Shares, determined at the date that
an Option is granted; and
- (b)
- the Corporation shall
not grant to Insiders (as defined in Policy 4.4 of the TSX-V,
as the same may be amended from time to time), within a twelve
month period, Options for the purchase of Common Shares exceeding
in the aggregate 10% of the issued and outstanding Common Shares,
determined at the date that an Option is granted.
SECTION 4
ADMINISTRATION
- 4.1
- Administration of
Plan by Board. The Plan shall be administered by the
Board or by a committee (" Committee ") of the Board
established by the Board for that purpose.
- 4.2
- Powers.
Subject to the terms of the
Plan and the rules, regulations and policies of the stock exchange
on which the Common Shares may be listed or quoted, the Board or
Committee shall have the power:
- (a)
- to determine those
Eligible Recipients that should be granted an Option;
- (b)
- to determine when
such Option should be granted;
- (c)
- to determine the type
of Option grant (Incentive Stock Options or Options that do not
constitute Incentive Stock Options);
- (d)
- to determine the
number of Options that should be granted and the exercise price of
Common Shares; and
- (e)
- the exercise period
and vesting provisions applicable to Options granted.
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Corporation or a
Subsidiary of the Corporation, and such other factors as the Board
in its discretion shall deem relevant. If the Common Shares are
listed on the TSX-V, for Options to Employees, Consultants and
Management Company Employees (as each such term is defined in
Policy 4.4 of the TSX-V, as the same may be amended from time
to time), the Corporation must represent that the Optionee is a
bona fide Employee, Consultant or Management Company Employee, as
the case may be.
- 4.3
- Additional
Powers. The Board
shall have such additional powers as are delegated to it by the
other provisions of the Plan. Subject to the express provisions of
the Plan, the Board is authorized in its sole discretion, to
construe and interpret the Plan and the respective agreements
executed thereunder, to prescribe such rules and regulations
relating to the Plan as it may deem advisable to carry out the
Plan, and to determine the terms, restrictions and provisions of
each Option grant, including such terms, restrictions and
provisions as shall be requisite in the judgment of the Board to
cause designated Options to qualify as Incentive Stock Options, and
to make all other determinations necessary or advisable for
administering the Plan. The Board may correct any defect or supply
any omission or reconcile any inconsistency in any agreement
relating to an Option grant in the manner and to the extent it
shall deem expedient to carry it into effect. The determination of
the Boa
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