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Exhibit
10.4
FORM OF STOCK OPTION
AGREEMENT (DIRECTOR)
THIS AGREEMENT is
entered into effective as of the
day
of
,
20 (the “Date of
Grant”)
BETWEEN:
GOLDEN STAR RESOURCES LTD.,
having its head office at 10901 W. Toller Drive, Suite 300,
Littleton, CO 80127
(hereinafter called the
“Company”)
OF THE FIRST PART
AND:
«First_Name»
«Last_Name» residing at «Address»
(hereinafter called the
“Optionee”)
OF THE SECOND PART
WHEREAS:
| A. |
Pursuant to the 1997 Stock Option Plan of the Company (the
“Plan”), each person who becomes a non-employee
director of the Company is automatically granted, as of the date
such person becomes a non-employee director or as per the date of
the agreement, whichever is later, an option to purchase
«Options» common shares without par value in the capital
of the Company (the “Common Shares”), provided that,
within one year prior to the date he became a non-employee
director, he had not been granted any other incentive stock option
by the Company; |
| B. |
The Optionee became a non-employee director of the Company on
«Date». |
NOW THEREFORE in
consideration of the premises and of the covenants and conditions
hereinafter set forth, the parties hereto agree as
follows:
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The Company hereby confirms the grant to the Optionee of an
option (the “Option”) to purchase, upon the terms and
conditions set forth herein and in the Plan,
Common Shares of the Company (the “Optioned
Shares”). |
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The exercise price for Optioned Shares shall be Cdn$X.XX per
share. |
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The Option shall vest immediately. |
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Except as provided in paragraph 5 hereof, the Option may only
be exercised while the Optionee is at the time of such exercise a
director of the Company and shall have continuously so served since
the grant of the Option. |
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The Optionee may exercise the Option by giving written notice
to the Company and delivering to the Company a certified cheque in
an amount equal to the number of Optioned Shares in respect of
which the Option is being exercised multiplied by the exercise
price specified in paragraph 2 hereof. |
| 4. |
Option Not Transferable |
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The Option is not transferable or assignable except by will or
by the laws of descent and distribution. |
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The Option shall terminate, to the extent not previously
exercised, upon the first to occur of the following
dates: |
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(a) |
ten years from the Date of Grant, the expiration date of the
Option; |
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(b) |
one year after the Optionee ceases to be a Director of the
Company for any reason (other than death); |
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(c) |
one year after the Optionee’s deat |
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