OFFICER NON-QUALIFIED STOCK
OPTION AGREEMENT
OF
IRELAND INC.
A Nevada Corporation
THIS AGREEMENT
is made between IRELAND INC.
, a Nevada corporation (hereinafter referred to as the "Company"),
and DOUGLAS D.G. BIRNIE of 2733 King Louis Street,
Henderson, NV 89044 (hereinafter referred to as the
“Optionee”), an officer of the Company, effective as of
the 24th day of August, 2011 (the “Grant
Date”).
1. Options
Granted. The Company
hereby grants the Optionee non-qualified stock options to purchase
an aggregate of Six Hundred Thousand (600,000) shares of the
Company’s Common Stock at the exercise prices per share set
below (the “Exercise Price”) for a term commencing on
the vesting dates set out below (the “Vesting Date”)
and expiring at 5:00 pm (Pacific Time) on the expiration dates set
out below (the “Expiration Date”), subject to
termination as set forth herein:
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(a)
|
Options to purchase an aggregate
of 300,000 shares of the Corporation’s common stock
vesting on the dates and in the amounts, exercisable at the price
of $0.75 per share, and expiring on the dates, each as set
out below, subject to the Compensation Committee of the
Company’s Board of Directors, or if there are no active
members of the Compensation Committee, a majority of the
Company’s Board of Directors not including the Optionee,
determining that the Optionee has, from the Grant Date to the
respective vesting dates set out below, reasonably fulfilled his
duties and obligations as an officer of the Company, the options
will vest on the following schedule:
|
|
Number of
Options
|
Exercise
Price
|
Vesting
Date
|
Expiration Date
|
|
to Vest
|
Per Share
|
|
|
|
50,000
|
$0.75
|
The Grant
Date
|
June 29,
2016
|
|
50,000
|
$0.75
|
December 31,
2011
|
December 30,
2016
|
|
50,000
|
$0.75
|
June 30,
2012
|
June 29,
2017
|
|
50,000
|
$0.75
|
December 31,
2012
|
December 30,
2017
|
|
50,000
|
$0.75
|
June 30,
2013
|
June 30,
2018
|
|
50,000
|
$0.75
|
December 31,
2013
|
December 30,
2018
|
|
(b)
|
Options to purchase an aggregate
of 150,000 shares of the Corporation’s common stock at
an exercise price of $0.75 per share, vesting on the dates
and in the amounts, and expiring on the dates, each as set out
below:
|
|
|
Number of
Options
|
|
|
|
|
|
to Vest
|
Vesting
Date
|
|
Expiration Date
|
|
|
150,000
|
The first date after the Grant
Date that the closing price for the Corporation’s common
stock (as quoted by the principal market or exchange on which such
shares trades) exceeds $1.50 per share for 20 consecutive trading
days.
|
|
The date that is 5 years after
the vesting date.
|
|
(c)
|
Options to purchase an aggregate
of 150,000 shares of the Corporation’s common stock at
an exercise price of $0.75 per share, vesting upon the Board
of Directors determining, by resolution, that the Corporation has,
from the Grant Date, made adequate and sufficient progress on its
technical and feasibility programs for the Corporation’s
Columbus Mineral Project, and expiring on the date that is 5 years
after the vesting date.
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- 2 -
No option may be exercised unless
the option has vested. The vesting of all options will be
cumulative. All options which have not vested will terminate on the
date of termination of the options in accordance with this
Agreement.
2.
Method of Exercise. The options may be exercised to the extent they
have vested and become exercisable and not yet been forfeited or
terminated 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 2007 Stock Incentive
Plan dated March 27, 2007, a copy of which has been provided to the
Optionee.
3.
Capital Adjustments. The
existence of the options 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.
4.
Adjustments for Reorganizations and Recapitalizations.
If there shall, prior to the
exercise of any of the options provided for by this Agreement, be
any stock dividend, stock split, spin-off, combination or exchange
of shares, recapitalization, merger, consolidation, distribution to
stockholders (other than a normal cash dividend) or other change in
the Company’s corporate or capital structure that results in
(a) the Company’s outstanding shares of common stock (or any
securities exchanged therefore or received in their place) being
exchanged for a different number or kind of securities of the
Company or any other corporation, or (b) new, different or
additional securities of the Company or of any other corporation
being received by the holders of shares of the Company’s
common stock, then there shall automatically be an adjustment in
either the number of shares which may be purchased pursuant hereto,
the type of shares which may be purchased pursuant hereto or the
price at which such shares may be purchased, or any combination
thereof, so that the rights evidenced hereby shall thereafter as
reasonably as possible be equivalent to those originally granted
hereby. The Company shall have the sole and exclusive power to make
such adjustments as it considers necessary and
desirable.
5.
Transfer of the Options. During the Optionee's lifetime, the options
sha
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