STOCK OPTION
AGREEMENT
GOLDEN ARIA CORP.
THIS AGREEMENT is entered into as of the
22nd day of October, 2009 (the “Date of
Grant”)
BETWEEN:
GOLDEN ARIA CORP.
, a company incorporated pursuant to the
laws of the State of Nevada, of Suite 950 1130 West Pender,
Vancouver, B.C. V6E 4A4
(the “Company”)
AND:
(the “Optionee”)
WHEREAS:
A.
The Board of Directors of the Company
(the “Board”) has approved and adopted the 2008 Stock
Option Plan (the “Plan”), pursuant to which the Board
is authorized to grant to employees and other selected persons
stock options to purchase common shares 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 the
Optionee of options to purchase a total of 100,000 shares of
Common Stock (the “Options”), which Options are
intended to be (select one):
[ ]
Incentive Stock Options;
[ X ]
Non Qualified Stock Options
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, 100,000 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 of the options
shall be US $0.10 per share.
2.
Limitation on the Number of
Shares. If the Options
granted hereby are Incentive Stock Options, the number of shares
which may be acquired upon exercise thereof is subject to the
limitations set forth in Section 5.1 of the Plan.
3.
Vesting Schedule.
The Options shall vest in
accordance with Exhibit A.
4.
Options not Transferable.
The Options may not be
transferred, assigned, pledged or hypothecated in any manner
(whether by operation of law or otherwise) other than by will, by
applicable laws of descent and distribution or, in the case of a
Non-Qualified Stock Option, pursuant to a qualified domestic
relations order, and shall not be subject to execution, attachment
or similar process; provided, however , that if the Options
represent a Non-Qualified Stock Option, such Option is transferable
without payment of consideration to immediate family members of the
Optionee or to trusts or partnerships established exclusively for
the benefit of the Optionee and Optionee’s immediate family
members. Upon any attempt to transfer, pledge, hypothecate or
otherwise dispose of any Option or of any right or privilege
conferred by the Plan contrary to the provisions thereof, or upon
the sale, levy or attachment or similar process upon the rights and
privileges conferred by the Plan, such Option shall thereupon
terminate and become null and void.
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 and state 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
Stock is being purchased only for investment and without any
then-present intention to sell or distribute such
shares.
6.
Termination of Employment and
Options. Vested Options
shall terminate, to the extent not previously exercised, upon the
occurrence of the first of the following events:
(a)
Expiration. Five (5) years from the Date of
Grant.
(b)
Termination for Cause.
The date of the first discovery by
the Company of any reason for the termination of an
Optionee’s employment or contractual relationship with the
Company or any related company for cause (as determined in the sole
discretion of the Plan Administrator), and, if an Optionee’s
employment is suspended pending any investigation by the Company as
to whether the Optionee’s employment should be terminated for
cause, the Optionee’s rights under this Agreement and the
Plan shall likewise be suspended during the period of any such
investigation.
(c)
Termination Due to Death or
Disability. The
expiration of one (1) year from the date of the death of the
Optionee or cessation of an Optionee’s employment or
contractual relationship by reason of disability (as defined in
Section 5.1(g) of the Plan). If an Optionee’s
employment or contractual relationship is terminated by death, any
Option held by the Optionee shall be exercisable only by the person
or persons to whom such Optionee’s rights under such Option
shall pass by the Optionee’s will or by the laws of descent
and distribution.
(d)
Termination for Any Other
Reason. The expiration
of ninety (90) days from the date of an Optionee’s
termination of employment or contractual relationship with the
Company or any Related Corporation for any reason whatsoever other
than termination of service as a director, cause, death or
Disability (as defined in Section 5.1(g) of the Plan).
Each unvested Option granted pursuant
hereto shall terminate immediately upon termination of the
Optionee’s employment or contractual relationship with the
Company for any reason whatsoever, including Disability unless
vesting is accelerated in accordance with Section 5.1(f) of the
Plan.
7.
Stock. In the case of any stock split, stock dividend or
like change in the nature of shares of Stock covered by this
Agreement, the number of shares and exercise price shall be
proportionately adjusted as set forth in Section 5.1(m) of the
Plan.
8.
Exercise of Option.
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 prov
