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Exhibit
10.3
FORM OF STOCK OPTION
AGREEMENT (EMPLOYEE)
THIS AGREEMENT is
entered into effective as of the day of
20 (the “Date of
Grant”)
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BETWEEN:
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GOLDEN STAR RESOURCES LTD., a
corporation created by amalgamation under the laws of Canada and
having its head office at 10901 W. Toller Drive, Suite 300,
Littleton, CO 80127
(hereinafter called the
“Company”)
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OF THE FIRST PART
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AND:
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«First_Name»
«Last_Name»
the undersigned employee of Golden Star
Resources Ltd. or any of its subsidiaries
(hereinafter called the
“Employee”)
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OF THE SECOND PART
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WHEREAS:
| A. |
Pursuant to the 1997 Stock Option Plan as amended and restated
(the “Plan”), the Board of Directors of the Company
(the “Board”) is authorized to grant to key employees
of the Company or any of its subsidiaries, incentive stock options
to purchase common shares without par value in the capital of the
Company (the “Common Shares”); |
| B. |
The Board has authorized the grant to the Employee of an option
(the “Option”) to purchase that number of Common Shares
as is set out below (the “Optioned
Shares”). |
NOW THEREFORE in consideration of the
premises and of the covenants and conditions hereinafter set forth,
the parties hereto agree as follows:
The Company hereby grants to
the Employee the Option to purchase the Optioned Shares, upon the
terms and conditions set forth herein and in the Plan.
The exercise price for
Optioned Shares shall be as set out below the (“Exercise
Price”).
The Option shall vest in
accordance with the following schedule:
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(a) |
as to one quarter immediately; |
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(b) |
as to one quarter on the first anniversary of the
grant; |
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(c) |
as to one quarter as of the second anniversary of the grant;
and |
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(d) |
as to one quarter as of the third anniversary of the
grant. |
Except as provided in
paragraph 5 hereof, the Option may only be exercised while the
Employee is an employee of the Company or any of its subsidiaries
and has continuously been so since the Date of Grant.
The exercise of the Option or
any part thereof will be contingent upon receipt by the Company of
payment for the full purchase price of such Optioned Shares in cash
by way of certified cheque or bank draft or by way of proceeds of
any loan made by the Company to the Employee pursuant to section 10
of the Plan.
| 4. |
Option Not Transferable |
The Option is not
transferable or assignable except by will or by the laws of descent
and distribution.
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 “Option Expiry
Date”); |
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(b) |
30 days after the Employee ceases to be |
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