EXHIBIT
10.2
Wits Basin Precious Minerals
Inc.
Stock Option
Agreement
(Non-Statutory)
This Stock Option Agreement is made and entered
into as of the 19 th day of February, 2007, between William B. Green
(“ Optionee ”) and Wits Basin Precious
Minerals Inc., a Minnesota corporation (the “
Company ”).
1. Grant of Option; Purchase Price
. Subject to the terms and
conditions herein set forth, and in consideration of
Optionee’s agreement to serve as the Company’s
President of Asia Operations, the Company hereby irrevocably grants
to Optionee the right and option (the “
Option ”) to purchase all or any part of an
aggregate of 2,500,000 shares of common stock, $.01 par value, of
the Company (the “ Shares ”), at a
price per Share of $0.43 (the “ Exercise
Price ”), which is equal to the fair market value of
the Company’s common stock on the date of grant, as
determined by the Board of Directors in its discretion.
2. Exercise and Vesting of Option
. The Option shall be exercisable
only to the extent that all, or any portion thereof, has vested in
the Optionee. Except as provided herein in paragraph 2, the Options
shall vest in Optionee as follows (the date of each such event is
hereinafter referred to singularly as a “ Vesting
Date ” and collectively as “ Vesting
Dates ”):
(a) The Option shall vest with respect to 1,000,000
shares at such time Executive relocates to Hong Kong and
establishes a home office in Hong Kong on behalf of the
Company;
(b) The Option shall vest with respect to an
additional 500,000 shares on the earlier of (i) the first
anniversary of the Effective Date, (ii) the achievement of a
milestone, as determined by the Board of Directors, or (iii) the
termination of Executive's employment with the company;
and
(c) The Option shall vest with respect to the
remaining 1,000,000 shares at the earlier of (i) such time the
Company achieves certain performance criteria established by the
Company’s Board of Directors, with such achievement
determined by the Board of Directors, each in its sole discretion,
and (ii) the third anniversary of the date hereof.
Notwithstanding
the foregoing, in the event of an acquisition of the Company
through the sale of substantially all of the Company’s assets
and the consequent discontinuance of its business, or through a
merger, consolidation, exchange, reorganization, reclassification
or extraordinary dividend resulting in shareholders of the Company
immediately prior to the effective time of such transaction
holding, immediately afterwards, less than 50% of the outstanding
voting power of the resulting entity, or through a divestiture or
liquidation of the Company (collectively referred to as a “
Change in Control ”), all or any portion of
the Option remaining unvested hereunder shall become immediately
exercisable, whether or not such portion of the Option had become
exercisable prior to the Change in Control; provided that ,
the Company’s consummation of a merger or other transaction
with Easyknit Enterprises Holdings Limited and/or its affiliates
shall not constitute a Change in Control under the terms of this
Agreement. The Company’s Board of Directors may restrict the
rights of or the applicability of this Section 2 to the extent
necessary to comply with Section 16(b) of the Securities Exchange
Act of 1934, the Internal Revenue Code or any other applicable law
or regulation. This Option shall not limit in any way the right or
power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or
to merge, exchange or consolidate or to dissolve, liquidate, sell
or transfer all or any part of its business or assets.
3. Termination of Employment
. In the event that the Optionee
ceases to be employed by the Company, for any reason or no reason,
with or without cause, prior to any Vesting Date, that part of the
Option scheduled to vest on such Vesting Date, and all parts of the
Option remaining unvested as of such Vesting Date, shall not vest
and all of Optionee's rights to and under such non-vested parts of
the Option shall terminate.
4. Term of Option . To the extent vested, and except as otherwise
provided in this Agreement, the Option shall be exercisable for ten
(10) years from the date hereof; provided , however ,
that in the event Optionee ceases to be employed by the Company,
for any reason or no reason, with or without cause, Optionee or
Optionee’s legal representative shall have ninety (90) days
from the date of such termination of Optionee’s position as
an employee to exercise any part of the Option vested pursuant to
Section 2 of this Agreement. Upon the expiration of such ninety
(90) day period, or, if earlier, upon the expiration date of the
Option as set forth above, the Option shall terminate and become
null and void.
5. Manner of Exercise . Subject to the terms and conditions of this
Agreement, the Option may be exercised by written notice to the
Company. Such notice shall state the election to exercise the
Option and the number of Shares in respect of which it is being
exercised, and shall be signed by the person or persons so
exercising the Option. Such notice shall be accompanied by payment
in cash of the full Exercise Price of such Shares, in which event
the Company shall deliver a certificate or certificates
representing such Shares as soon as practicable after the notice
shall be received. Any such notice shall be deemed given when
received by the Company pursuant to Section 10 hereof. All Shares
that shall be purchased upon the exercise of the Option as provided
herein shall be fully paid and non-assessable.
If at the time of exercise of all or any portion
of the Op
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