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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 (Agreement) is entered into as of
____________,
200__ between Dr. L.S. Smith( “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 desires to grant
Optionee an option to purchase certain shares of its common
stock (Common Stock) on the terms and conditions contained
herein.
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 grants 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.
2.
Term of Option .
The Option shall expire at 5:00 p.m. Dallas, Texas time
on
that date that is 180 days from termination of employment for any
reason (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 or a number of
shares of the common stock of the Company (cashless exercise
pursuant to Section 3(a)(9)) derived by dividing the net exercise
price by the average bid price of the Company’s common stock
in the ten day period prior to exercise.
4.
Equitable Adjustment .
The number of shares and the purchase price per Share
set forth in Section l above shall be equitably adjusted as
necessary in the event of any stock split reverse stock split
recapitalization or other similar event involving the capital stock
of the Company.
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 credi
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