EXHIBIT
4.2
TARA MINERALS CORP.
NON-QUALIFIED STOCK OPTION PLAN
(As
Amended)
l.
Purpose . This Non-Qualified Stock Option
Plan (the "Plan") is intended to advance the interests of Tara
Minerals Corp. (the “Company”) and its shareholders, by
encouraging and enabling selected officers, directors, consultants
and key employees upon whose judgment, initiative and effort the
Company is largely dependent for the successful conduct of its
business, to acquire and retain a proprietary interest in the
Company by ownership of its stock. Options granted under the
Plan are intended to be Options which do not meet the requirements
of Section 422 of the Internal Revenue Code of 1954, as amended
(the "Code").
2.
Definitions .
(a)
"Board" means the Board of Directors of the Company.
(b)
"Committee" means the directors duly appointed to
administer the Plan, or in the absence of a Committee, the
Company’s Board of Directors.
(c)
"Common Stock" means the Company's Common Stock.
(d)
"Date of Grant" means the date on which an Option is
granted under the Plan.
(e)
"Option" means an Option granted under the Plan.
(f)
"Optionee" means a person to whom an Option, which has
not expired, has been granted under the Plan.
(g)
"Successor" means the legal representative of the estate
of a deceased optionee or the person or persons who acquire the
right to exercise an Option by bequest or inheritance or by reason
of the death of any Optionee.
3.
Administration of Plan . The Plan shall be
administered by the Company's Board of Directors or in the
alternative, by a committee of two or more directors appointed by
the Board (the "Committee"). If a Committee should be
appointed, the Committee shall report all action taken by it to the
Board. The Committee shall have full and final authority in
its discretion, subject to the provisions of the Plan, to determine
the individuals to whom and the time or times at which Options
shall be granted and the number of shares and purchase price of
Common Stock covered by each Option; to construe and interpret the
Plan; to determine the terms and provisions of the respective
Option agreements, which need not be identical, including, but
without limitation, terms covering the payment of the Option Price;
and to make all other determinations and take all other actions
deemed necessary or advisable for the proper administration of the
Plan. All such actions and determinations shall be
conclusively binding for all purposes and upon all persons.
1
4.
Common Stock Subject to Options . The
aggregate number of shares of the Company's Common Stock which may
be issued upon the exercise of Options granted under the Plan shall
not exceed 3,000,000. The shares of Common Stock to be issued
upon the exercise of Options may be authorized but unissued shares,
shares issued and reacquired by the Company or shares bought on the
market for the purposes of the Plan. In the event any Option
shall, for any reason, terminate or expire or be surrendered
without having been exercised in full, the shares subject to such
Option but not purchased thereunder shall again be available for
Options to be granted under the Plan.
5.
Participants . Options may be granted under
the Plan to employees, directors and officers, and consultants or
advisors to the Company (or the Company’s subsidiaries),
provided however that bona fide services shall be rendered by such
consultants or advisors and such services must not be in connection
with the offer or sale of securities in a capital-raising
transaction.
6.
Terms and Conditions of Options . Any Option
granted under the Plan shall be evidenced by an agreement executed
by the Company and the recipient and shall contain such terms and
be in such form as the Committee may from time to time approve,
subject to the following limitations and conditions:
(a)
Option Price . The Option Price per share
with respect to each Option shall be determined by the
Committee.
(b)
Period of Option . The period during which
each option may be exercised, and the expiration date of each
Option shall be fixed by the Committee, but, notwithstanding any
provision of the Plan to the contrary, such expiration date shall
not be more than ten years from the date of Grant.
(c)
Vesting of Shareholder Rights . Neither an
Optionee nor his successor sh
