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NONOUALIFIED STOCK OPTION CONTRACT #179

Option Agreement

NONOUALIFIED STOCK OPTION CONTRACT #179 | Document Parties: Western Goldfields, Inc You are currently viewing:
This Option Agreement involves

Western Goldfields, Inc

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Title: NONOUALIFIED STOCK OPTION CONTRACT #179
Date: 7/9/2009
Industry: Oil and Gas Operations     Sector: Energy

NONOUALIFIED STOCK OPTION CONTRACT #179, Parties: western goldfields  inc
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Exhibit 4.6

NONOUALIFIED STOCK OPTION CONTRACT #179

THIS NONQUALIFIED STOCK OPTION CONTRACT entered into as of February 13, 2006 (the “ Contract ”) between Western Goldfields, Inc, an Idaho corporation (the “ Company ”), and Karen Dietrich (“ Optionee ”).

1.

The Company, subject to the terms and conditions set forth herein, hereby grants to the Optionee an option to purchase an aggregate of 100,000 shares of common stock, par value $0.01 per share, of the Company (the “ Common Stock ”) at an exercise price of $0.34 per share (the “Exercise Price”). This option is not intended to constitute an incentive stock option within the meaning of section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ”).

 

 

2.

The term of this option shall expire on February 12, 2013, subject to earlier termination as provided herein. This option shall vest and become exercisable as to all of the shares of Common Stock subject hereto upon the terms and conditions set forth on Exhibit A attached hereto. Notwithstanding the foregoing, the Optionee may not exercise this option until the shareholders of the Company approve an amendment to the Company’s Articles of Incorporation (the “Amendment”) at the 2006 annual meeting (the “2006 Annual Meeting”) increasing the number of authorized shares of Common Stock in an amount greater than 115,000,000 shares, subject to any other restrictions on exercise as set forth in this Contract. In the event that the shareholders of the Company fail to approve the Amendment at the 2006 Annual Meeting, the Company shall pay to the Optionee an amount in cash equal to (i) the number of Options granted to the Optionee pursuant to this Agreement multiplied by (ii) the closing price of the Common Stock on the trading day immediately preceding the date of exercise minus the Exercise Price.

 

 

3.

Upon the termination of the Optionee’s employment with the Company for any reason other than his death or Disability (as defined in Paragraph 5), the Optionee may exercise such option, to the extent exercisable on the date of such termination, at any time within three months after the date of termination, but not thereafter and in no event after the date this option would otherwise have expired; provided, however, that if the Optionee’s employment shall be terminated either (a) for cause, or (b) without the consent of the Company, this option shall terminate immediately.

 

 

4.

If the Optionee dies (a) while he is employed by the Company or any of its Subsidiaries, (b) within three months after the termination of his employment (unless such termination was for cause or without the consent of the Company) or (c) within one year following the termination of his employment by reason of Disability, this option may be exercised, to the extent exercisable on the date of the Optionee’s death, by his executor, administrator or other person at the time entitled by law to his rights under this option, at any time within one year after death, but not thereafter and in no event after the date this option would otherwise have expired.

 

 

5.

If the Optionee’s employment terminates by reason of Disability, the Optionee may exercise this option, to the extent exercisable upon the effective date of such termination, at any time within one year after such date, but not thereafter and in no event after the date this option would otherwise have expired. The term “ Disability ” shall mean a permanent and total disability within the meaning of Section 22(e)(3) of the Code.

 


 

6.

This option (or any part or installment thereof) shall be exercised by giving written notice to the Company at its then principal office, stating that the Optionee is exercising this option, (a) specifying the number of shares being purchased and accompanied by payment in full of the aggregate purchase price therefor in cash or by certified check. Notwithstanding the foregoing, the purchase price may be paid by delivery by the Optionee of a properly executed notice, together with a copy of his irrevocable instructions to a broker acceptable to the Company’s Boa


 
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