DIRECTOR / OFFICER NON-QUALIFIED
STOCK OPTION AGREEMENT OF
ROYAL MINES AND MINERALS CORP.
A Nevada Corporation
THIS AGREEMENT
is made between ROYAL MINES AND
MINERALS CORP. , a Nevada corporation (hereinafter referred to
as the "Company"), and «NAME» of
«ADDRESS», «citystate» (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 the «IssueDay» day of
«IssueMonth», «IssueYear».
1.
Option Granted
The Company hereby grants the
Optionee a non-qualified option to purchase «SHARES»
(«NUMBEROPTIONS») shares of the Company’s
Common Stock at a purchase price of «EXERCISEPRICE»
US per share for a term commencing on the effective date of
this Agreement and expiring at 5:00 pm (Pacific Time) on the
«ExpireDay» day of «ExpireMonth»,
«ExpireYear» (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 Incentive Plan dated January 12,
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 dividen
