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EXHIBIT 10.63
STOCK OPTION AGREEMENT
THIS STOCK
OPTION AGREEMENT (the "Agreement") is made on ___________,
effective as of________, by and between Arcadia Resources, Inc., a
Nevada
corporation (the "Company") and _____________, a ____________
resident
("Optionee").
WITNESSETH:
WHEREAS,
the Optionee is a member of the Board of Directors and such
Committees of the Board to which Optionee may be appointed from
time to time;
and
WHEREAS,
the Company desires that the Optionee, in such capacities,
exert
the utmost efforts to improve the business and increase the assets
of the
Company.
NOW,
THEREFORE, in consideration of the Optionee's service to the
Company
as a director and member of any committees of the Board to which
Optionee may be
appointed, the Company agrees to compensate the Optionee and hereby
agrees to
grant the Optionee options to purchase shares of the Company's
common stock (the
"Common Stock"), upon the following terms and conditions:
1.
OPTIONS.
(a) The Company hereby agrees to award and grant to the Optionee,
on
an annual
basis and as long as Optionee is a member of the Company's
Board
of
Directors, non-qualified stock options (the "Options") not intended
to
qualify
under Section 422 of the Internal Revenue Code of 1986, as
amended
(the
"Code"), to purchase, unless earlier terminated hereunder
("Termination
Date"), shares of the Company's Common Stock, the value of
which
Options, on an annual basis, shall be equal to the amount
referenced
in
Optionee's Director Compensation Agreement or such written
addendum
thereto or
other written agreement as Optionee and the Company may enter
into, with
the number of shares issuable on exercise of such Options being
determined
according to mutually acceptable modeling techniques.
(b) The Options to be awarded shall be exercisable at the
closing
price on
the award date or the last business day preceding such date if
on
a weekend
or a legal holiday (the "Purchase Price"), shall be issued in
advance on
July 1 of each year, and shall cover the subsequent period from
July 1 to
June 30 of each year.
(c) The Options shall be exercisable for a period of seven (7)
years
from the
date of each annual grant. The grant of Options hereunder shall
be
evidenced by a written instrument signed by the Company's Chairman
and
CEO or one
or more directors or other officers of the Company as the Board
of
Directors may designate from time to time.
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2. TAXES
AND FEES. The Company shall pay all original issue or transfer
taxes on the exercise of the Options and all other fees and
expenses necessarily
incurred by the Company in connection therewith.
3.
EXERCISE OF OPTIONS/ REGISTRATION.
(a) The Optionee shall notify the Company by hand delivery or
by
registered
or certified mail, return receipt requested, addressed to its
principal
office (Attn: Chief Executive Officer), as to the number of
shares of
Common Stock which the Optionee desires to purchase pursuant to
the
exercise of any of the Options herein granted, which notice shall
be
accompanied by (i) a certified or bank check payable to the order
of the
Company in
an amount equal to the Purchase Price multiplied by the number
of shares
of Company's Common Stock for which the Options are being
exercised,
or (ii) the delivery of shares of Company's Common Stock having
a fair
market value equal to the Purchase Price multiplied by the
number
of shares
of Company's Common Stock for which the Options are being
exercised.
(b) If the shares of Common Stock issuable upon exercise of the
Options
are registered under the Securities Exchange Act of 1934, as
amended,
the Optionee may, in his discretion, elect to exercise the
Options in
whole or in part and at any time or from time to time on a
cashless
basis by surrendering the Options with the exercise form
appended
hereto
duly executed by or on behalf of the Optionee, at the principal
office of
the Company, or at such other office or agency as the Company
may
designate, by canceling a portion of the Options in payment of
the
Purchase
Price payable in respect of the number of shares purchased upon
such
exercise. If the Optionee wishes to exercise the Options pursuant
to
this
method of payment, then the number of shares so purchasable shall
be
equal to
the total number of shares for which the Options are being
exercised
(including both the shares issued to the Optionee and the
shares
subject to
the portion of the Options being cancelled in payment of the
Purchase
Price), multiplied by a fraction (A) the numerator of which
shall
be the
excess of the Fair Market Value per share as of the exercise
date
over the
Purchase Price per share and (B) the denominator of which shall
be the
Fair Market Value per share. The Fair Market Value per share
shall
be deemed
to be the aggregate Market Price (as defined herein) of the
Common
Stock on the exercise date. For the purposes of the Options,
"Market
Price" means as to the Common Stock, the average of the closing
sales
prices of the Common Stock on all national securities exchanges
on
which the
Common Stock may at the time be listed or quoted, including for
this
purpose The NASDAQ Stock Market, or, if there have been no sales
on
any such
exchange on any day, or, if on any day the Common Stock is not
so
listed or
quoted, the average of the highest bid and lowest asked prices
on such
day in the domestic over-the-counter market as reported by the
National
Quotation Bureau, Incorporated, or any similar successor
organization.
(c) If, at any time following the filing of a registration
statement
(including
any amendments thereto) by the Company with the U.S. Securities
and
Exchange Commission, the Company proposes to register any of
its
securities
under the Securities Act in connection with the offering of
such
securities by the Company or holders of such securities (except
pursuant
to a registration statement filed on Form S-4 or on Form S-8
2
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or such
other forms as shall be prescribed under the Securities Act for
the same
purposes or for any exchange offer) (a "Piggyback
Registration"),
the
Company shall at such time promptly provide the Optionee
written
notice of
its intention so to do. Upon the written request of the
Optionee
given
within ten (10) days after providing of any such notice by the
Company,
the Company shall use reasonable efforts to cause to be
registered
under the Securities Act all of the Common Stock currently held
or
potentially held following the exercise of the Options by the
Optionee.
If the
Company in its sole discretion decides a Piggyback Registration
shall be
underwritten, the Company shall have sole discretion in the
selection
of any underwriter or underwriters to manage such Piggyback
Registration. If the managing underwriter or underwriters of a
Piggyback
Registration advise the Company in writing that in its or their
opinion
the number
of registrable securities proposed to be sold in such Piggyback
Registration
exceeds the number which can be sold, or adversely affects
the price
at which the registrable securities are to be sold in such
offering,
the Company will include in such registration only the
securities, if any, which, in the opinion of such underwriter
or
underwriters, can be sold in such offering or which will not
materially
adversely
affect the price thereof. In the event that the contemplated
distribution does not involve an underwritten offering, the
determination
that the
inclusion of such registrable securities shall adversely affect
the price
or the number of securities which may be sold in such offering
shall be
made by the Company in its reasonable judgment upon advice and
consultation
with a nationally recognized investment banker. The
securities
so included in such Piggyback Registration shall be apportioned
pro rata
among the securities that the Company and any holder proposes
to
sell,
according to the total number of securities requested for
inclusion
by all
such parties, or in such other proportions as shall mutually be
agreed to
among the Company and such holders. It shall be a condition
precedent
to the obligations of the Company and any underwriter or
underwriters to take any action pursuant to this Paragraph 3, that
the
Optionee
participating in any Piggyback Registration shall furnish to
the
Company
such information regarding him, the Common Stock held by hi
