EXHIBIT 10.1
LINCOLN GOLD CORPORATION
STOCK OPTION AGREEMENT
(2005 Stock
Option Plan – Employee and/or Officer)
This STOCK OPTION AGREEMENT is made
effective as of this 25 th day of September, 2007
between LINCOLN GOLD CORPORATION a British Columbia
corporation, (the “Company”) and <> (the
“Employee”), the <> of the Company.
BACKGROUND
A. The
e mployee has either been hired to serve as an Employee of the
Company, or a subsidiary of the Company, or the Company desires to
induce the Employee to continue to serve the Company, or a
subsidiary of the Company as an employee.
B. The
Company has adopted the 2005 Stock Option Plan (the "Plan")
pursuant to which shares of its common stock have been reserved for
issuance under the Plan.
NOW, THEREFORE , the parties hereto agree
as follows:
1.
Grant of Option
The Company hereby irrevocably grants under the
Plan to the Employee the right and option (hereinafter referred to
as the “Option”) to purchase from the Company all or
any portion of an aggregate of <> (<>) shares of common
stock of the Company (the “Shares”) subject to the
terms and conditions herein set forth. The Options will be
Non-Qualified Incentive Stock Options under the Plan.
The number of Shares granted will be subject to
adjustment pursuant to the terms of the Plan.
2.
Exercise Price
The exercise price of the Shares covered by the
Option shall be $0.25 per Share.
3.
Exercise and Vesting of
Option
The Option will be fully vested.
4.
Term of Option
Except as otherwise provided in this Agreement,
the Option shall be exercisable until September 25, 2010 (the
“Expiration Date”). This Agreement and the right of the
Employee to exercise the Option will terminate upon the earliest of
the following dates:
| (i) |
the date which is one (1) month from the date on
which the Employee ceases to be an employee of the Company or any
subsidiary of the Company, if applicable;
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| (ii) |
in the event of the termination of the Employee
for Cause (as defined in the Plan), the earliest date on which the
Employee is terminated as an employee;
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| (iii) |
the date which is six (6) months from the date
of the Employee’s retirement, disability or death, in the
event of termination as a result of the retirement, disability or
death of the Employee; or
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| (iv) |
the Expiration Date.
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Upon termination of this Agreement and the right
of the Employee to exercise the Option as set forth above, the
Option shall terminate and become null and void.
5.
Manner of Exercising
Option
Subject to the terms and conditions of this
Agreement, the Option may be exercised, in whole or in part, by
giving written notice to the Company, specifying the number of
Shares to be purchased and accompanied by the full exercise price
for such Shares. Any such notice shall be deemed given when
received by the Company at its corporate headquarters. The exercise
price shall be payable:
| (i) |
in United States dollars upon exercise of the
Option and may be paid by cash, uncertified or certified check or
bank draft; or
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| (ii) |
at the election and sole discretion of the
Company, in such other manner as is permitted pursuant to the
Plan.
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All Shares that shall be issued upon the
exercise of the Option as provided herein shall be issued as fully
paid and non-assessable shares of the Company’s common
stock.
6.
Capital
Adjustments
The existence of this option shall not affect in
any way the right or power of the Company or its stockholders to:
(1) make or authorize any or all adjustments, recapitalizations,
reorganizations, or other changes in the Company's capital
structure or its business; (2) enter into any merger or
consolidation; (3) issue any bonds, debentures, preferred or prior
preference stocks ahead of or affecting the common stock or the
rights thereof, (4) issue any securities convertible into any
common stock, (5) issue any rights, options, or warrants to
purchase any common stock, (6) dissolve or liquidate the Company,
(7) sell or transfer all or any part of its assets or business, or
(8) take any other corporate act or proceedings, whether of a
similar character or otherwise.
The shares with respect to which this option is
granted are shares of the common stock of the Company as presently
constituted, but if and whenever, prior to the delivery by the
Company of all the shares of the stock with respect to which this
option is granted, the Company shall effect a subdivision or
consolidation of shares or other capital readjustment, the payment
of a stock dividend, or other increase or reduction of the number
of shares of the stock outstanding without receiving compensation
therefor in money, services, or property, the number of shares of
stock then remaining subject to this option shall: (1) in the event
of an increase in the number of outstanding shares, be
proportionately increased, and the cash consideration payable per
share shall be
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