THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT
BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR
UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE AND
MAY
BE OFFERED AND SOLD ONLY IF REGISTERED PURSUANT TO
THE
PROVISIONS OF SUCH ACT OR SUCH LAWS OR IF AN EXEMPTION
FROM
REGISTRATION IS AVAILABLE.
OPTION AGREEMENT
THIS
OPTION AGREEMENT (this “Agreement”) is entered
into as of _________,200_ by and between ________________(
“Optionee”) and DGSE Companies, INC., a Nevada
Corporation (the “Company”) with reference to the
following facts:
A.
In consideration for Optionee providing certain services
between Optionee and the Company the Company, the Company has
previously granted the Optionee an option to purchase certain
shares of its common stock (the “Common Stock”).
The option agreement governing such option grant has been
lost, stolen, or destroyed and accordingly the Optionee and
Company desire to enter into this replacement Agreement
pursuant to the Company’s 2004 Stock Option Plan (the
“Plan”).
NOW
THEREFORE IN CONSIDERATION OF the foregoing and the mutual
covenants and conditions contained herein the parties agree as
follows:
1.
Grant of Option .
The Company hereby confirms that it has previously granted to
Optionee an option (the “Option”) to purchase in whole
or in part at any time or from time to time from the Company
------___________ shares of Common Stock (the “Shares”)
at an exercise price of $______ per Share. The Option is a
non-qualified stock option.
2.
Term of Option .
The Option shall expire upon the earlier to occur of (i) 5:00
p.m. Dallas, Texas time on that date that is 180 days from
termination of employment for any reason; and (ii) the termination
of the Plan pursuant to Section 5(f) thereof (such earlier
date, the “Expiration Date”).
3.
Exercise of Option .
The Option may be exercised, in whole or in part, at any time or
from time to time, on or after the date hereof, by giving written
notice to the Company no less than five days before the Exercise
Date (as defined below). Such notice (the “Exercise
Notice”) shall state: (a) the number of Shares with respect
to which the Option is being exercised; (b) the aggregate purchase
price to be paid for such Shares; (c) the number of Shares which
shall remain subject to the Option after the Exercise Date; and (d)
the date on which certificates evidencing the Shares to be acquired
shall be delivered to Optionee (the “Exercise Date”).
On the Exercise Date, the Company shall deliver to Optionee a
certificate representing the Shares being purchased by Optionee and
Optionee shall deliver to the Company payment for such Shares which
shall be by wire transfer or certified or cashier’s
check.
4.
Adjustments for Stock Split, Etc. .
The number of shares and the purchase price per Share set forth in
Section l above shall be adjusted in the event of any stock split,
stock dividend, combination or exchange of shares,
reclassification, merger, consolidation, recapitalization or other
similar event involving the capital stock of the Company as set
forth in Section 3 and Section 4(b) of the Plan.
5.
Representations and Warranties by the Company
.
The Company represents and warrants to Optionee that as of the date
hereof and on the Exercise Date:
5.1
Organization and Standing .
The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Nevada with all
requisite corporate power and authority to enter into this
Agreement to own and to lease its property and to carry on its
business as now conducted.
5.2
Authorization .
The execution and delivery of this Agreement and the consummation
of the transactions contemplated herein have been duly authorized
by all required corporate action.
5.3
Enforceability .
This Agreement constitutes the legal valid and binding obligation
of the Company and is enforceable against the Company in accordance
with its terms except as such enforcement is limited by bankruptcy,
insolvency and other similar laws affecting the enforcement of
creditors’ rights generally.
5.4
Status of the Shares .
The Shares when issued and paid for by Optionee as provided herein
shall be validly issued, fully paid and
non-assessable.
6.
Reservation of the Shares .
The Company agrees to reserve at all times during the term of the
Option a sufficient number of shares of Common Stock for the
exercise of the Option.
7.
Regulatory Compliance .
The issuance and sale of the Shares pursuant to the exercise of the
Option shall be subject to full compliance with all applicable
requirements of law and all certificates representing the Shares
shall bear any legend required by applicable securities laws. The
Company shall not be obligated to issue the Shares unless they have
been registered and qualified under applicable federal and state
securities laws or an exemption from such registratio
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