EXHIBIT 4.1
ROYAL STANDARD MINERALS, INC.
2009 EMPLOYEES, DIRECTORS,
OFFICERS AND CONSULTANTS
STOCK OPTION AND STOCK AWARD
PLAN
SECTION 1. PURPOSE OF THE
PLAN.
The purpose of the of Royal Standard
Minerals, Inc. 2009 Employees, Directors, Officers and Consultants
Stock Option and Stock Award Plan (the “Plan”) is to
maintain the ability of Royal Standard Minerals, Inc., a Canadian
Corporation (the “Company”), and its subsidiaries to
attract and retain highly qualified and experienced directors,
officers, employees and consultants and to give directors,
officers, employees and consultants a continued proprietary
interest in the success of the Company and its subsidiaries. In
addition, the Plan is intended to encourage ownership of common
stock, without par value (“Shares”), of the Company by
the employees, directors, officers, and consultants of the Company
and to provide increased incentive for such persons to render
services and to exert maximum effort for the success of the
Company. The Plan provides eligible employees, directors, officers,
consultants and affiliates the opportunity to participate in the
enhancement of shareholder value by the grants of options, stock
appreciation rights, awards of restricted stock, bonuses and/or
fees payable in unrestricted stock, or any combination thereof.
In addition, the Company expects that the Plan will further
strengthen the identification of the directors, officers, employees
and consultants with the stockholders. Options granted under this
Plan will be nonqualified options (“Nonqualified
Options”). Employees, consultants and directors who
participate or become eligible to participate in this Plan from
time to time are referred to individually as a
“Participant” and collectively herein as
“Participants.” As used in this Plan, the term
“Affiliates” means any “parent corporation”
of the Company and any “subsidiary corporation” of the
Company.
SECTION 2. ADMINISTRATION OF
THE PLAN.
(a)
Composition of
Committee.
The Plan shall be administered by
the Board of Directors of the Company (the “Board”) or
a committee of the Board (the “Committee”), if and when
formed. When acting in such capacity, the Board is herein referred
to as the “Committee.”. If the Company is governed by
Rule 16b-3 promulgated by the Securities and Exchange Commission
(the “Commission”) pursuant to the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), no
director shall serve as a member of the Committee unless he or she
is a “disinterested person” within the meaning of such
Rule 16b-3.
(b)
Committee Action.
The Committee shall hold its
meetings at such times and places as it may determine. A
majority of its members shall constitute a quorum, and all
determinations of the Committee shall be made by not less than a
majority of its members. Any decision or determination reduced to
writing and signed by a majority of the members shall be fully as
effective as if it had been made by a majority vote of its members
at a meeting duly called and held. The Committee may designate the
Secretary of the Company or other Company employees to assist the
Committee in the administration of the Plan, and may grant
authority to such persons to execute award agreements or other
documents on behalf of the Committee and the Company. Any duly
constituted committee of the Board satisfying the qualifications of
this Section 2 may be appointed as the Committee.
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(c)
Committee Expenses
All expenses and liabilities
incurred by the Committee in the administration of the Plan shall
be borne by the Company. The Committee may employ attorneys,
consultants, accountants or other persons.
SECTION 3. STOCK RESERVED FOR
THE PLAN.
Subject to adjustment as provided in
Section 6(m) hereof, the aggregate number of Shares that may be
optioned or issued under the Plan is 3,000,000. The Shares subject
to the Plan shall consist of authorized but unissued Shares and
such number of Shares shall be and is hereby reserved for sale for
such purpose. Any of such Shares which may remain unsold and which
are not subject to outstanding options at the termination of the
Plan shall cease to be reserved for the purpose of the Plan, but
until termination of the Plan or the termination of the last of the
options granted under the Plan, whichever last occurs, the Company
shall at all times reserve a sufficient number of shares to meet
the requirements of the Plan. Should any option expire or be
canceled prior to its exercise in full, the Shares theretofore
subject to such option may again be made subject to an option under
the Plan. In the event, the Company issues rechargeable options
i.e. options which grant to the holder thereof the grant of the
same number of options as exercised at the closing market price on
the day of exercise, the aggregate number of Shares that may be
optioned or issued under the Plan will increase by the number of
rechargeable options issued.
SECTION 4.
ELIGIBILITY.
The Participants shall include
directors, employees, including officers, of the Company and its
divisions and subsidiaries, and consultants and attorneys who
provide bona fide services to the Company. Participants are
eligible to be granted options, restricted stock, unrestricted
stock and other awards under this Plan and to have their bonuses
and/or consulting fees payable in restricted stock, unrestricted
stock and other awards. A Participant who has been granted an
option hereunder may be granted an additional option or options, if
the Committee shall so determine.
SECTION 5. GRANT OF
OPTIONS.
The Committee shall have sole and
absolute discretionary authority (i) to determine, authorize, and
designate those persons pursuant to this Plan who are to receive
options, restricted Shares or non-restricted Shares under the Plan,
(ii) to determine the number of Shares to be covered by such grant
or such options and the terms thereof, (iii) to determine the type
of Shares granted: restricted Shares, unrestricted Shares or a
combination of both. Subject to the express provisions of the Plan,
the Committee shall have discretionary authority to prescribe,
amend and rescind rules and regulations relating to the Plan, to
interpret the Plan, to prescribe and amend the terms of the option
agreements (which need not be identical) and to make all other
determinations deemed necessary or advisable for the administration
of the Plan.
SECTION 6. TERMS AND
CONDITIONS.
Each option granted under the Plan
shall be evidenced by an agreement, in a form approved by the
Committee, which shall be subject to the following express terms
and conditions and to such other terms and conditions as the
Committee may deem appropriate.
(a)
Option Period.
The Committee shall promptly notify
the Participant of the option grant and a written agreement shall
promptly be executed and delivered by and on behalf of the Company
and the Participant, provided that the option grant shall expire if
a written agreement is not signed by said Participant (or his agent
or attorney) and returned to the Company within 60 days from date
of receipt by the Participant of such agreement. The date of grant
shall be the date the option is actually granted by the Committee,
even though the written agreement may be executed and delivered by
the Company and the Participant after that date. Each option
agreement shall specify the period for which the option thereunder
is granted (which in no event shall exceed ten years from the date
of grant) and shall provide that the option shall expire at the end
of such period. If the original term of an option is less
than ten years from the date of grant, the option may be amended
prior to its expiration, with the approval of the Committee and the
Participant, to extend the term so that the term as amended is not
more than ten years from the date of grant.
(b)
Option Price.
The purchase price of each Share
subject to each option granted pursuant to the Plan shall be
determined by the Committee at the time the option is granted .The
purchase price of each Share subject to a Nonqualified Option under
this Plan shall be determined by the Committee prior to granting
the option. The Committee shall set the purchase price for each
Share subject to a Nonqualified Option at either the fair market
value of each Share on the date the option is granted, or at such
other price as the Committee in its sole discretion shall
determine. The Committee may issue non-dilutive
At the time a determination of the
fair market value of a Share is required to be made hereunder, the
determination of its fair market value shall be made by the
Committee in such manner as it deems appropriate.
(c)
Exercise Period.
The Committee may provide in the
option agreement that an option may be exercised in whole,
immediately, or is to be exercisable in increments. In addition,
the Committee may provide that the exercise of all or part of an
option is subject to specified performance by the Participant.
However, no portion of any option may be exercisable by a
Participant prior to the approval of the Plan by the stockholders
of the Company.
(d)
Procedure for
Exercise.
Options shall be exercised by the
delivery of written notice to the Secretary of the Company setting
forth the number of shares with respect to which the option is
being exercised. Such notice shall be accompanied by cash or
cashier’s check, bank draft, postal or express money order
payable to the order of the Company, or at the option of the
Committee, in Shares theretofore owned by such Participant (or any
combination of cash and Shares). Notice may also be delivered by
fax provided that the purchase price of such shares is delivered to
the Company via wire transfer on the same day the fax is received
by the Company. The notice shall specify the address to which the
certificates for such shares are to be mailed. A Participant shall
be deemed to be a stockholder with respect to Shares covered by an
option on the date the Company receives such written notice and
such option payment. As promptly as practicable after receipt of
such written notification and payment, the Company shall deliver to
the Participant certificates for the number of shares with respect
to which such option has been so exercised, issued in the
Participant’s name or such other name as Participant directs;
provided, however, that such delivery shall be deemed effected for
all purposes when a stock transfer agent of the Company shall have
deposited such certificates in the United States mail, addressed to
the Participant at the address specified pursuant to this Section
6(d).
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(e)
Termination of
Employment.
If an executive officer to whom an
option is granted ceases to be employed by the Company for any
reason other than death or disability, any option which is
exercisable on the date of such termination of employment may be
exercised during a period beginning on such date and ending at the
time set forth in the option agreement; provided, however, that if
a Participant’s employment is terminated because of the
Participant’s theft or embezzlement from the Company,
disclosure of trade secrets of the Company or the commission of a
willful, felonious act while in the employment of the Company (such
reasons shall hereinafter be collectively referred to as “for
cause”), then any option or unexercised portion thereof
granted to said Participant shall expire upon such termination of
employment.
(f)
Disability or Death of
Participant .
In the event of the determination of
disability or death of a Participant under the Plan while he or she
is employed by the Company, the options previously granted to him
may be exercised (to the extent he or she would have been entitled
to do so at the date of the determination of disability or death)
at any time and from time to time, within a period beginning on the
date of such determination of disability or death and ending at the
time set forth in the option agreement, by the former employee, the
guardian of his estate, the executor or administrator of his estate
or by the person or persons to whom his rights under the option
shall pass by will or the laws of descent and distribution, but in
no event may the option be exercised after its expiration under the
terms of the option agreement. A Participant shall be deemed to be
disabled if, in the opinion of a physician selected by the
Committee, he or she is incapable of performing services for the
Company of the kind he or she was performing at the time the
disability occurred by reason of any medically determinable
physical or mental impairment which can be expected to result in
death or to be of long, continued and indefinite duration. The date
of determination of disability for purposes hereof shall be the
date of such determination by such physician.
(g)
Assignability.
An option shall not be assignable or
otherwise transferable except by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations. During
the lifetime of a Participant, an option shall be exercisable only
by the Participant.
(h)
Restricted Stock
Awards.
Awards of restricted stock under
this Plan shall be subject to all the applicable provisions of this
Plan, including the following terms and conditions, and to such
other terms and conditions not inconsistent therewith, as the
Committee shall determine:
(A)
Awards of restricted stock may be in
addition to or in lieu of option grants. Awards may be
conditioned on the attainment of particular performance goals based
on criteria established by the Committee at the time of each award
of restricted stock. During a period set forth in the agreement
(the “Restriction Period”), the recipient shall not be
permitted to sell, transfer, pledge, or otherwise encumber the
shares of restricted stock; except that such shares may be used, if
the agreement permits, to pay the option price pursuant to any
option granted under this Plan. Shares of restricted stock shall
become free of all restriction
