EXHIBIT
10.2
Wits Basin Precious Minerals Inc.
Stock Option Agreement
(Non-Statutory)
This
stock option agreement is effective as of May 29, 2008 between
Stephen D. King (“
Executive ”),
and Wits Basin Precious Minerals Inc., a Minnesota corporation (the
“
Company ”).
Background
A.
The
Company desires to induce Executive to continue to serve the
Company as an executive.
B.
The
Company has adopted the 2007 Stock Incentive Plan (the
“
Plan ”)
pursuant to which shares of common stock of the Company have been
reserved for issuance under the Plan.
Now,
Therefore ,
the parties hereto agree as follows:
1.
Incorporation by Reference .
The terms of the Plan, a copy of which has been delivered to
Executive, are hereby incorporated herein and made a part hereof by
reference as if set forth in full. In the event of any conflict or
inconsistency between the provisions of this Agreement and those of
the Plan, the provisions of the Plan shall govern and
control.
2.
Grant of Option; Purchase Price .
Subject to the terms and conditions herein set forth, the Company
hereby irrevocably grants from the Plan to Executive the right and
option, hereinafter called the “
Option ”,
to purchase all or any part of an aggregate of 2,000,000 shares of
common stock of the Company (the “
Shares ”)
at the price per Share of $0.20.
3.
Exercise and Vesting of Option .
The Option shall be exercisable only to the extent that all, or any
portion thereof, has vested in the Executive. Except as provided in
Paragraphs 4 and 5 below, the right to purchase the Shares subject
to the Option shall vest pro rata in three annual installments
beginning on May 1, 2009, and continuing each year thereafter
until the Option is fully vested (the “
Annual Installments ”),
as set forth in the following schedule, so long as Executive
continues to be employed by the Company (each such date is
hereinafter referred to singularly as a “
Vesting Date ”
and collectively as “
Vesting Dates ”):
|
Total
Shares Subject
to
Vesting Date
|
|
Vesting
Date
|
| |
|
|
|
666,667
|
|
May
29, 2009
|
|
666,667
|
|
May
29, 2010
|
|
666,666
|
|
May
29, 2011
|
4.
Acceleration of Vesting .
Notwithstanding the above, all of the Shares will become
immediately vested if the closing sale price of the Company’s
common stock (as quoted on the OTCBB or an exchange) remains at or
above $1.00 per share for 30 trading days. Additionally, the entire
unvested portion of the Option will immediately vest upon
Executive’s death, upon the occurrence of a Change in Control
(as defined below), or upon the Company’s termination of
Executive for any reason except for Cause (as defined in the
employment agreement between the Company and Executive dated on the
date hereof). “Change in Control” means (i) the
acquisition, directly or indirectly by any person (as such term is
defined in Section 13(d) and 14(d)(2) of the Securities Exchange
Act of 1934, as amended), in one transaction or a series of related
transactions, of securities of the Company representing in excess
of 50% or more of the combined voting power of the Company's then
outstanding securities or (ii) the disposition by the Company
(whether direct or indirect, by sale of assets or stock, merger,
consolidation or otherwise) of all or substantially all of its
business and/or assets in one transaction or series of related
transactions (other than a merger effected exclusively for the
purpose of changing the domicile of the Company).
5.
Term of Option .
To the extent vested, and except as otherwise provided in this
agreement, the Option shall be exercisable for 10 y
|
