Exhibit 10.1
HOMELAND PRECIOUS
METALS CORP.
STOCK OPTION
AGREEMENT
This Stock Option Agreement (this "Agreement") is entered into
as of ___________(date) by and between HOMELAND PRECIOUS METALS
CORP., a British Columbia corporation (the "Corporation") and
______________________________________(the "Optionee").
WHEREAS, the Corporation desires to afford the Optionee an
opportunity to purchase certain Shares of the Corporation's common
stock so as to acquire a proprietary interest as a shareholder of
the Corporation and to provide the Optionee with an incentive to
use his best efforts in the service of the Corporation.
NOW, THEREFORE, in consideration of the premises and mutual
covenants set forth below, the parties agree as follows:
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1.
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Grant of Option .
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The Corporation hereby grants to Optionee the right to purchase
up to the aggregate number of Shares set forth in Exhibit A
attached hereto at the exercise price per Share stated therein. The
right to purchase such Shares shall be subject to all of the
provisions, terms and conditions set forth in this Agreement and in
the HOMELAND PRECIOUS METALS CORP. 2005 Stock Option Plan (the
Plan), a copy of which is annexed hereto and made a part hereof.
Unless defined in this Agreement, capitalized terms used herein
shall have the meaning ascribed to them in the Plan.
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__________(check if applicable):
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This Option is not intended to be and shall not be treated as an
Incentive Stock Option under Section 422 of the Code unless this
sentence has been manually crossed out and its deletion is followed
by the signature of the corporate officer who signed this Option on
behalf of the Corporation _______________________.
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2.
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Vesting Schedule and Expiration .
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This Option shall not be exercisable prior to the vesting date
set forth in Exhibit A attached hereto or subsequent to the
expiration date set forth therein unless extended by the Board of
Directors or the Option Committee. During the exercise period, the
Option may be exercised by the Optionee (or such other person or
persons authorized to exercise Options under the Plan), in whole or
in part, from time to time, subject to the maximum percentage of
Options then exercisable in accordance with the schedule set forth
in Exhibit A attached hereto. The Corporation agrees to maintain
during such exercise period a sufficient number of Shares (which
may be authorized and un-issued Shares or issued Shares that have
been reacquired by the Corporation) corresponding to the number of
unexercised Options granted to the Optionee after taking into
account any Share adjustment under the Plan.
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3.
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Restrictions on Transferability of Options .
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This Option may not be transferred by the Optionee other than by
will or the laws of descent and distribution and may be exercised
during the Optionee's lifetime only by the Optionee or the
Optionee's guardian or legal representative. A transfer of an
Option by will or the laws of descent and distribution shall not be
effective unless the Option Committee shall have been furnished
with such evidence as it may deem necessary to establish the
validity and effectiveness of the transfer.
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4.
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Termination Provisions
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(1)
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Except as provided in paragraphs (2), and (3) below, if an
Optionee's employment by, or relationship with, the Corporation is
terminated voluntarily or, by the Corporation, whether such
termination is for Cause or for no reason whatsoever, any Option
heretofore granted which remains unexercised at the time of such
termination shall expire immediately, provided, however, that the
Option Committee may, in its sole and absolute discretion, within
thirty (30) days of such termination, waive the expiration of any
Option awarded under the Plan, by giving written notice of such
waiver to the Optionee at such Optionee's last known address. In
the event of such waiver, the Optionee may exercise any such
Options only to such extent, for such time, and upon such terms and
conditions set forth in subparagraph (i) above. The determination
as to whether a termination is voluntary or for Cause shall be made
by the Option Committee, whose decision shall be final and
conclusive.
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(2)
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If an Optionee ceases to be employed by or ceases to perform
services to the Corporation by reason of death or Disability, the
aggregate amount of unexercised Options granted hereunder shall
thereupon become fully vested and immediately exercisable and shall
expire no later than one (1) year thereafter unless such Options by
their terms expire before such date. During such one (1) year
period, the Optionee, or, in the case of death, the Optionee's
estate or the person or persons to whom the Option was transferred
by will or the laws of descent and distribution, may exercise any
such Options, and if not exercised, shall expire at the end of such
one (1) year period unless such Options by their terms expire
before such date.
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(3)
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If the Optionee ceases to be employed by, or ceases to provide
services to the Corporation by reason of Retirement, the aggregate
amount of unexercised Options granted hereunder shall thereupon
become fully vested and immediately exercisable and shall expire,
in the case of an Incentive Stock Option, no later than three (3)
months following such Retirement, or in the case of a
Non-qualifying Stock Option one (1) year following Retirement,
unless, in either case, the Options by their terms expire prior to
such date.
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5.
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Exercise, Payment for and Delivery of Stock
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This Option may be exercised by the Optionee or other person
then entitled to exercise it by delivery of a written notice to the
Secretary of the Corporation together with this Option Agreement
specifying the number of Options intended to be exercised and the
exercise price and accompanied by payment in full of the exercise
price for the number of Shares with respect to which the Option is
exercised. If the Corporation is required to withhold any
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federal, provincial, state or local tax as a result of such
exercise, the notice shall also be accompanied by a check payable
to the Corporation in payment of the applicable amount required to
be withheld, unless alternate arrangements have been agreed to
between the parties to satisfy any applicable withholding
obligations. Payment for Shares may be made in cash, or with the
approval of the Option Committee (which may be withheld in its sole
discretion) with Shares having a fair market value on the date of
exercise equal to the exercise price, or a combination of cash and
Shares. In addition, subject to the approval of the Option
Committee (which may be withheld in its sole discretion), payment
may be effected wholly or partly by monies borrowed from the
Corporation pursuant to the terms of a promissory note, the terms
and conditions of which shall be determined from time to time by
the Option Committee. An Optionee may purchase less than the total
numbers of Shares for which Options are then exercisable, provided,
however, that any partial exercise shall not be for less than 100
Shares and shall not include any fractional Shares. No Optionee,
legal representative of such Optionee, as the case may be, shall
be, or shall be deemed to be, the owner of any Shares covered by an
Option unless and until certificates for the Shares are issued to
the Optionee or such Optionee's representative under the Plan.
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6.
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Adjustments .
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In the event that there is any change in the Shares of the
Corporation arising through merger, consolidation, reorganization,
recapitalization, stock dividend, stock split or combination
thereof, the Board of Directors shall make such adjustments in the
aggregate number of Options subject to this Agreement and/or the
price per share of such Options in order to prevent dilution or
enlargement of the Optionee's rights and of the value represented
by the Options. Upon any adjustment in the number or exercise price
of Shares subject to an Option, a new Option may be granted in
place of such Option which has been so adjusted. In the event of a
dissolution or liquidation of the Corporation or a merger,
consolidation, sale of all or substantially all of the
Corporation's assets, or other corporate reorganization in which
the Corporation is not the surviving corporation, or any merger in
which the Corporation is the surviving corporation but the holders
of Shares receive securities of another corporation, outstanding
Options shall terminate, provided that the holder of each Option
shall, in such event, if no provision has been made for the
substitution of a new option for such outstanding option, have the
right immediately prior to such event to exercise the holder's
Options in whole or in part without regard to the date on which the
Options otherwise would be first exercisable.
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7.
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Compliance with Laws and Regulations .
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By accepting this Option, the Optionee represents and agrees for
himself and his transferees by will or the laws of descent and
distribution that, unless a registration statement under Securities
Act of 1933 is in effect as to Shares purchased upon any exercise
of this Option, (a) any and all Shares so purchased shall be
acquired for his personal account and not with a view to or for
sale in connection with distribution, and (b) each notice of
exercise of all or any portion of this Option shall, if the Option
Committee so requests, be accompanied by a representation and
warranty in writing, signed by the person entitled to exercise the
same, that the Shares are being so acquired in good faith for his
or her personal account and not with a view to or for sale in
connection with any distribution.
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No certificates for Shares purchased upon exercise of this
Option shall be issued and delivered unless and until, in the
opinion of legal counsel for the Corporation, such securities may
be issued and delivered without causing the Corporation to be in
violation of or incur any liability under any federal, state or
other securities law or any other requirement of law or of any
regulatory body having jurisdiction over the Corporation. Without
limiting the generality of the foregoing, the Optionee acknowledges
and understands that the Shares subject to the Options granted
hereunder have not been registered under the Securities Act of
1933, as amended, or under the blue sky or securities laws
of any state, that the Corporation has no obligation to so register
any of such Shares and that, except to the extent the Shares are so
registered, the Shares will be restricted securities and may be
sold, transferred or otherwise disposed of only if an exemption
from such registration is available. Unless the Shares have been so
registered, there shall be noted conspicuously upon each stock
certificate representing such Shares, the following statement:
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The shares of stock represented by this certificate have not
been Registered under the Securities Act of 1933 (1933 Act) nor
under any applicable state securities act and may not be offered or
sold except pursuant to (i) an effective registration statement
relating to such stock under the 1933 Act and any applicable state
securities act, (ii) to the extent applicable, Rule 144 under the
1933 Act (or any similar rule under such act or acts relating to
the disposition of securities), or (iii) an opinion of counsel
satisfactory to the Corporation that an exemption from registration
under Act or Acts is available.
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8.
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Invalidity; Severability .
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If any clause or provision of this Agreement shall be adjudged
invalid, the same shall not affect the validity of any other clause
or provision of this Agreement, or of any other document pertaining
to the subject matter thereof, or constitute by reason thereof, any
claim or cause of action in favor of Optionee as against the
Corporation. In addition, the provisions of this Agreement shall be
read and construed and shall have effect as separate, severable and
independent provisions or restrictions, and shall be enforceable
accordingly.
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9.
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Entire Agreement; No Waiver; Remedies .
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This Agreement contains the entire agreement of the parties and
incorporates and supersedes any and all prior or contemporaneous
oral or written agreements with respect to the matters referred to
in it. No waiver of any breach or default hereunder shall be
considered valid unless in writing and signed by the party giving
such waiver, and no such waiver shall be deemed a waiver of any
subsequent breach or default of the same or similar nature. No
failure on the part of any party to exercise, and no delay in
exercising any right, remedy, power or privilege hereunder shall
operate as a waiver thereof; no waiver whatever shall be valid
unless in writing signed by the party or parties to be charged and
then only to the extent specifically set forth in such writing. All
remedies, rights, powers and privileges, either under this
Agreement or by law or otherwise afforded the parties to this
Agreement, shall be cumulative and shall not be exclusive of any
remedies, rights, powers and privileges provided by law.
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10.
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Successors and Assigns .
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The rights and obligations of the Corporation under this
Agreement shall inure to the benefit of and shall be binding upon
the successors and assigns of the Corporation.
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11.
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Headings; Counterparts; Governing Law .
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The headings in this Agreement are for convenience of reference
only and are not intended to define or limit the contents of any
section or paragraph. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. This
Agreement shall in all respects be governed by the laws (without
reference to conflicts of laws principles) of the Province of
British Columbia applicable to contracts made and performed within
the Province of British Columbia.
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12.
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Execution .
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(1)
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The grant of the Option hereunder shall be binding and effective
only if this Agreement is duly executed by or on behalf of the
Corporation and by the Optionee, and a signed copy is returned to
the Corporation.
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(2)
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The Optionee acknowledges that no assurances or representations
are made by the Corporation as to the present or future market
value of the Shares or as to the business, affairs, financial
condition or prospects of the Corporation.
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13.
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Governing Provisions .
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In the event of any conflict between the terms and provisions
contained in this Agreement and the terms and provisions contained
in the Plan, the terms, provisions and conditions set forth in the
Plan shall govern.
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{This page is blank}
14. Optionee Bound by Plan .
OPTIONEE ACKNOWLEDGES RECEIPT OF THE ATTACHED COPY OF THE
HOMELAND PRECIOUS METALS CORP. 2005 STOCK OPTION PLAN AND AGREES TO
BE BOUND BY ALL THE TERMS AND PROVISIONS THEREOF.
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AGREED AND ACCEPTED:
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HOMELAND PRECIOUS METALS CORP.
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X
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Optionee
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Name:
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Title:
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{This page is
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EXHIBIT A
TO
AGREEMENT dated as of
_____________(date)
PURSUANT TO THE
HOMELAND PRECIOUS METALS CORP.
2005
STOCK OPTION PLAN
with
____________________________(the OPTIONEE)
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The Option awarded under this Agreement is intended to be a
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Non-qualifying Stock Option.
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_______(check if applicable)
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The Option awarded under this Agreement is intended to
qualify
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as an Incentive Stock Option pursuant to Section 422 of the
Code.
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_______(check if applicable)
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(a)
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Number of shares of the Common Stock covered by the Option:
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________________ Shares
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(b)
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Exercise price per share: $___________
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(c)
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Vesting Schedule :
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Number of Shares
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Date
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__________________________
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____________________________
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__________________________
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____________________________
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__________________________
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____________________________
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__________________________
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____________________________
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{This page is
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ANNEX I
HOMELAND PRECIOUS
METALS CORP.
2005 STOCK OPTION
PLAN
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1.
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PURPOSE.
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The Purpose of the HOMELAND PRECIOUS METALS CORP. 2005 Stock
Option Plan (" Plan ") is to provide to key employees,
officers, directors, consultants and agents of HOMELAND PRECIOUS
METALS CORP. (the " Corporation "), or any of its
subsidiaries, added incentive for high levels of performance and to
reward unusual efforts which increase the earnings and long-term
growth of the Corporation. It is intended to accomplish the
foregoing by providing for the grant of "Incentive Stock Options"
and "Nonqualified Stock Options" to qualified eligible individuals.
Except where the context otherwise requires, the term "Corporation"
shall include HOMELAND PRECIOUS METALS CORP., a British Columbia
corporation, any parent of the corporation and all present and
future subsidiaries of the Corporation as defined in Section 424(e)
and 424(f) of the Internal Revenue Code of 1986, as amended (the
"Code").
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2.
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CERTAIN DEFINITIONS.
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As used in this Plan, the following words and phrases shall have
the respective meanings set forth below, unless the context clearly
indicates a contrary meaning.
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(a)
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" Board of Directors " shall mean the Board of Directors
of the Corporation.
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(b)
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" Cause " shall mean any one or more of the
following:
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(i)
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a material breach of any term of employment, consultation or
engagement with the Corporation by the Optionee.
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(ii)
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the continuing, repeated willful failure or refusal by the
Optionee to substantially perform his responsibilities on behalf of
the Corporation.
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(iii)
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an act or omission of the Optionee that is materially adverse to
the business, goodwill or reputation of the Corporation.
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(iv)
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an act of dishonesty.
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(v)
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the commission of a felony.
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(vi)
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the breach of a fiduciary duty or fraud.
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(vii)
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an act of moral turpitude.
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(viii)
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a determination by a physician licensed in the jurisdiction
wherethe Optionee is employed that the Optionee is a chronic
alcoholic or a narcotics addict (as such term is defined under the
applicable law of such jurisdiction), or
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(ix)
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any "cause" for termination or discharge as may be otherwise
defined in any employment, consultation or engagement agreement
between the Optionee and the Corporation.
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The determination of the Option Committee with respect to
whether a Termination for Cause has occurred shall be submitted to
the Board of Directors, whose decision shall be final and
conclusive.
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(c)
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" Change of Control " shall mean (i) an acquisition of
any voting securities of the Corporation (the " Voting
Securities ") by any "Person" (as the term person is used for
purposes of Section 13(d) or 14(d) of the Exchange Act),
immediately after which such Person has "Beneficial Ownership"
(within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of thirty percent (30%) or more of the then outstanding shares
or the combined voting power of the Corporation's then outstanding
Voting Securities; (ii) the individuals who, as of the Effective
Date are members of the Board (the " Incumbent Board "),
cease for any reason to constitute at least two-thirds of the
members of the Board; provided, however, that if the election, or
nomination of the members of the Corporation's common stockholders,
of any new director was approved by a vote of at least two-thirds
of the Incumbent Board, such new director shall, for purposes of
this Plan, be considered as a member of the Incumbent Board; (iii)
the consummation of (x) a merger, consolidation or reorganization
with or into the Corporation or in which securities of the
Corporation are issued unless such merger, consolidation or
reorganization is a "Non-Control Transaction"; (iv) a complete
liquidation or dissolution of the Corporation; or (v) the sale or
other disposition of all or substantially all of the assets of the
Corporation to any Person (other than a transfer to a Subsidiary or
the distribution to the Corporation's stockholders of the stock of
a Subsidiary or any other assets).
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Notwithstanding the foregoing, a Change in Control shall not be
deemed to occur solely because any Person (the " Subject
Person ") acquired Beneficial Ownership of more than the
permitted amount of the then outstanding Shares or Voting
Securities as a result of the acquisition of Shares or Voting
Securities by the Corporation which, by reducing the number of
Shares or Voting Securities then outstanding, increases the
proportional number of shares Beneficially Owned by the Subject
Persons, provided that if a Change in Control would occur (but for
the operation of this sentence) as a result of the acquisition of
Shares or Voting Securities by the Corporation, and after such
share acquisition by the Corporation, the Subject Person becomes
the Beneficial Owner of any additional Shares or Voting Securities
which increases the percentage of the then outstanding Shares or
Voting Securities Beneficially Owned by the Subject Person, then a
Change in Control shall occur.
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(d)
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" Disability " shall mean the inability to engage in any
substantial gainful activity by reason of any medically determined
physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a
continuous period of not less than twelve (12) months as determined
by the Option Committee in their sole discretion.
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(e)
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" Effective Date " shall mean the date on which the Plan
is approved by a majority of the outstanding shares of capital
stock of the Corporation entitled to vote thereon.
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(f)
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" Exchange Act " shall mean the Securities and Exchange
Act of 1934, as amended.
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(g)
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" Fair Market Value per Share " shall mean as of any date
the fair market value of each of the Shares on such date (the
"applicable date") as determined by the Option Committee in good
faith. The Option Committee is authorized to make its determination
as to the fair market value on the following basis: (i) if the
Shares are not traded on a securities exchange and are not quoted
on the National Association of
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Securities Dealers, Inc.'s Automated Quotation System
("NASDAQ"), but are quoted on the Over The Counter Electronic
Bulletin Board
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