DIRECTOR / OFFICER NON-QUALIFIED
STOCK OPTION AGREEMENT OF CANYON COPPER CORP.
A Nevada Corporation
THIS AGREEMENT
is made between CANYON COPPER
CORP. , a Nevada corporation (hereinafter referred to as the
"Company"), and [Name of Optionee] of [Address of Optionee]
(hereinafter referred to as the “Optionee”), a director
or officer of the Company, or a director or officer of the
Company’s subsidiary, effective as of [Grant
Date].
1.
Option Granted
The Company hereby grants the
Optionee a non-qualified option to purchase [Number of Shares]
shares of the Company’s Common Stock at a purchase price of
[Exercise Price] US per share for a term commencing on the
effective date of this Agreement and expiring at 5:00 pm (Pacific
Time) on the [Expiration Date] (the “Expiration Date”),
subject to termination as set forth herein. All options will be
fully vested upon execution of this Agreement.
2.
Time of Exercise of Option
The Optionee may exercise the
option granted herein at any time after the effective date of this
Agreement until the date of termination of the option as provided
herein.
3.
Method of Exercise
This option shall be exercised by
written notice delivered to the Company at its principal place of
business, stating the number of shares for which the option is
being exercised. The notice must be accompanied by a check or other
methods of payment acceptable to the Plan Administrator for the
amount of the purchase price, and comply with all the requirements
of the Company’s 2009 Stock Option Plan dated August 21,
2009, a copy of which has been provided to the Optionee.
4.
Capital Adjustments
The existence of this option
shall not affect in any way the right or power of the Company or
its stockholders to: (1) make or authorize any or all adjustments,
recapitalizations, reorganizations, or other changes in the
Company's capital structure or its business; (2) enter into any
merger or consolidation; (3) issue any bonds, debentures, preferred
or prior preference stocks ahead of or affecting the common stock
or the rights thereof, (4) issue any securities convertible into
any common stock, (5) issue any rights, options, or warrants to
purchase any common stock, (6) dissolve or liquidate the Company,
(7) sell or transfer all or any part of its assets or business, or
(8) take any other corporate act or proceedings, whether of a
similar character or otherwise.
5.
Reorganization, Merger, Amalgamation and
Consolidation
If there shall, prior to the
exercise of any of the options provided for by this Agreement, be
any reorganization of the authorized capital of the Company by way
of consolidation, merger, subdivision, amalgamation or otherwise,
or the payment of any stock dividends, then there shall
automatically be an adjustment in either or both of
