STOCK OPTION AGREEMENT
LIBERTY STAR URANIUM & METALS
CORP.
THIS AGREEMENT is entered into as of the
21 st day of May, 2008 (the "Date of Grant").
BETWEEN:
LIBERTY STAR URANIUM & METALS
CORP. , a company incorporated pursuant
to the laws of the State of Nevada, of 3024 E. Fort Lowell Rd.,
Tucson, Arizona 85716
(the "Company")
AND:
__________________ , of
_______________________
(the "Optionee")
WHEREAS:
A.
The Board of Directors of the Company (the "Board")
has approved and adopted the 2007 Stock Option Plan (the "Plan"), a
copy of which is attached hereto as Exhibit B, pursuant to which
the Board is authorized to grant to employees and other selected
persons stock options to purchase common stock of the Company (the
"Common Stock");
B.
The Plan provides for the granting of stock options
that either (i) are intended to qualify as "Incentive Stock
Options" within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), or (ii) do not qualify under
Section 422 of the Code ("Non-Qualified Stock Options");
and
C.
The Board has authorized the grant to Optionee of
options to purchase a total of ________________________
(____________) shares of Common Stock (the "Options"), which
Options are intended to be (select one):
|
|
x
|
Incentive Stock Options
|
|
|
o
|
Non-Qualified Stock Options;
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NOW THEREFORE, the Company agrees to offer to the
Optionee the option to purchase, upon the terms and conditions set
forth herein and in the Plan, up to an aggregate of
_____________________ (_________) shares of Common Stock.
Capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Plan.
1.
Exercise Price . The
exercise price (the "Exercise Price") of the Options shall be $0.22
per share of Common Stock.
2.
Expiry Date . The
Options shall expire on May 21, 2018.
3.
Vesting Schedule . The
Options shall vest in accordance with the vesting provisions
contained in Section 5.1(e) of the Plan. Options which have vested
are referred to as "Vested Options".
4.
Options not Transferable . The Options may not be transferred, assigned, pledged or
hypothecated in any manner (whether by operation of law or
otherwise) except in accordance with Section 5.1(k) of the
Plan.
5.
Investment Intent . By
accepting the Options, the Optionee represents and agrees that none
of the shares of Common Stock purchased upon exercise of the
Options will be distributed in violation of applicable federal,
state and provincial laws and regulations. In addition, the Company
may require, as a condition of exercising the Options, that the
Optionee execute an undertaking, in such a form as the Company
shall reasonably specify, that the shares of Common Stock are being
purchased only for investment and without any then-present
intention to sell or distribute such shares of Common
Stock.
6.
Termination of Employment and Options
. The Options shall terminate in accordance with
Section 5.1(g) of the Plan.
7.
Common Stock . In the
case of any stock split, stock dividend or like change in the
nature of shares of Common Stock covered by this Agreement, the
number of shares of Common Stock issueable upon exercise of the
Options and the Exercise Price shall be proportionately adjusted as
set forth in Section 5.1(m) of the Plan.
8.
Exercise of Option .
The Options shall be exercisable, in full or in part, at any time
after vesting, until termination; provided
however , that any Optionee who is
subject to the reporting and liability provisions of Section 16 of
the Securities Exchange Act of
1934 with respect to the Common Stock
shall be precluded from selling or transferring any Common Stock or
other security underlying the Options during the six (6) months
immediately following the grant of the Options. If less than all of
the shares of Common Stock included in the vested portion of any
Option are purchased, the remainder may be purchased at any
subsequent time prior to the expiration of the Option term. No
portion of any Option for less than fifty (50) shares (as adjusted
pursuant to Section 5.1(m) of the Plan) may be exercised; provided,
that if the vested portion of any Option is less than fifty (50)
shares, it may be exercised with respect to all shares for which it
is vested. Only whole shares of Common Stock may be issued pursuant
to an Option, and to the extent that an Option covers less than one
(1) share, it is unexercisable.
Each exercise of the Options shall be by means of
delivery of a notice of election to exercise (which may be in the
form attached hereto as Exhibit
A ) to the President of the Company at
its principal executive office, specifying the number of shares of
Common Stock to be purchased and accompanied by payment in cash by
certified check or cashier's check in the amo
