CLIFTON STAR RESOURCES INC.
STOCK OPTION PLAN
1.
PURPOSE OF THE PLAN
Clifton Star Resources Inc. (the “Company”) hereby establishes a stock option plan for directors, officersand Service Providers (as defined below) of the Company and its subsidiaries, to be known as the “CliftonStar Resources Inc. Stock Option Plan” (the “Plan”). The purpose of the Plan is to give to directors,officers and Service Providers, as additional compensation, the opportunity to participate in the profitabilityof the Company by granting to such individuals options, exercisable over periods of up to five years asdetermined by the Board of Directors of the Company, to buy shares of the Company at a price equal tothe Market Price (as defined below) prevailing on the date the option is granted.
2.
DEFINITIONS
In this Plan, the following terms have the following meanings:
2.1
“Associate” means an associate as defined in the Securities Act.
2.2
“Board” means the board of directors of the Company.
2.3
“Change of Control” means the acquisition by any person or by any person and a Joint Actor,whether directly or indirectly, of voting securities (as defined in the Securities Act) of the Company, which,when added to all other voting securities of the Company at the time held by such person or by such personand a Joint Actor, totals for the first time not less than fifty (50%) per cent of the outstanding votingsecurities of the Company or the votes attached to those securities are sufficient, if exercised, to elect amajority of the Board of the Company.
2.4
“Company” means Clifton Star Resources Inc. and its successors.
2.5
“Consultant” means:
(a)
any bona fide (as defined in the policies of the TSX Venture Exchange) person or company engaged to provide ongoing management or consulting services for the Company or for any entity controlled by the Company;
(b)
any bona fide (as defined in the policies of the TSX Venture Exchange) person who is providing on going management or consulting services to the Company or to any entity controlled by the Company indirectly through a company that is a Consultant under subsection 2.5(a).
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2.6
“Employee” means a bona fide employee as defined in the policies of the TSX Venture Exchange.
2.7
“Exchanges” means the TSX Venture Exchange and, if applicable, the Toronto Stock Exchangeand any other stock exchange on which the Shares are listed.
2.8
“Expiry Date” means the date set by the Board under section 3.1 of the Plan, as the last date on
which an Option may be exercised.
2.9
“Grant Date” means the date specified in an Option Agreement as the date on which an Optionis granted.
2.10
“Insider” means:
(a)
an insider as defined in the Securities Act (British Columbia), other than a person who is an insidersolely by virtue of being a director or senior officer of a subsidiary of the Company; and
(b)
an Associate of any person who is an insider under subsection (a).
2.11
“Joint Actor” means a person acting “jointly or in concert with” another person as that phrase isinterpreted in section 96 of the Securities Act.
2.12
“Market Price” of Shares at any Grant Date means the date as defined in the policies of theExchange or if applicable, the Toronto Stock Exchange.
2.13
“Option” means an option to purchase Shares granted pursuant to this Plan.
2.14
“Option Agreement” means an agreement, in the form attached hereto as Schedule “A”, wherebythe Company grants to an Optionee an Option.
2.15
“Optionee” means each of the directors, officers, employees and Consultants granted an Optionpursuant to this Plan and their heirs, executors and administrators and, subject to the policies of theExchanges, an Optionee may also be a corporation wholly owned by an individual eligible for an Optiongrant pursuant to this Plan.
2.16
“Option Price” means the price per Share specified in an Option Agreement, adjusted from timeto time in accordance with the provisions of section 5.
2.17 “Option Shares” means the aggregate number of Shares which an Optionee may purchase underan Option
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2.18
“Plan” means this Clifton Star Resources Inc. Stock Option Plan.
2.19
“Shares” means the common shares in the capital of the Company as constituted on the date of thisagreement provided that, in the event of any adjustment pursuant to section 5, “Shares” shall thereaftermean the shares or other property resulting from the events giving rise to the adjustment.
2.20
“Securities Act” means the Securities Act, R.S.B.C. 1996, c.418 as amended.
2.21
“Unissued Option Shares” means the number of Shares, at a particular time, which have beenallotted for issuance upon the exercise of an Option but which have not been issued, as adjusted from timeto time in accordance with the provisions of section 5, such adjustments to be cumulative.
2.22
“Vested” means that an Option has become exercisable in respect of a number of Option Sharesby the Optionee pursuant to the terms of the Option Agreement.
3. GRANT OF OPTIONS
3.1
Option Terms
The Board may from time to time authorize the issue of options to directors, officers and Service Providersof the Company and its subsidiaries. The Option Price under each Option shall be not less than theMarket Price on the Grant Date. the Expiry Date for each Option shall be set by the Board at the time ofissue of the Option and shall not be more than five years after the Grant Date. Options shall not beassignable (or transferable) by the Optionee.
3.2
Limits on Shares Issuable on Exercise of Options
The maximum number of Shares which may be issuable pursuant to options granted under the Plan shallbe 2,532,636 shares less the number of options exercised during the term of the Plan. During any twelvemonth period, the number of shares issuable to any one Optionee under the Plan, together with all of theCompany’s other previously established or proposed share compensation arrangements, shall not exceed5% of the total number of issued and outstanding shares on a non-diluted basis. The number of Shareswhich may be reserved for issue pursuant to options granted to Insiders under the Plan, together with allof the Company’s other previously established or proposed shares compensation arrangements, inaggregate, shall not exceed 20% of the total number of issued and outstanding Shares on a non-dilutedba sis. The number of Shares which may be issuable under the Plan together with all of the Company’sother previously established or proposed share compensation arrangements, within a one-year period:
(a)
in aggregate shall not exceed 20% of the outstanding issue; and
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(b)
to any one Optionee who is an Insider and any Associates of such insider, shall not exceed 5% of the outstanding issue;
(c)
no more than 2% of the issued shares of the Company may be granted to any one Consultant in any 12 month period;
(d)
no more than an aggregate of 2% of the issued shares of the Company may be granted to all employees conducting investor relations activities, in any 12 month period.
For the purposes of subsections (a) and (b) above, “outstanding issue” is determined on the basis of the number of Shares that are outstanding immediately prior to the Share issuance in question, excluding Shares issued pursuant to Share compensation arrangements over the preceding one-year period.
3.3
Option Agreements
Each Option shall be confirmed by the execution of an Option agreement. Each Optionee shall have theoption to purchase from the Company the Option Shares at the time and in the manner set out in the Planand in the Option Agreement applicable to that Optionee. The execution of an Option Agreement shallconstitute conclusive evidence that it has been completed in compliance with this Plan.
4.
EXERCISE OF OPTION
4.1
When Options may be exercised
Subject to Sections 4.3 and 4.4, an Option may be exercised to purchase any number of shares up to thenumber of Vested Unissued Option Shares at any time after the Grant Date up to 5:00 p.m. local time onthe Expiry Date and shall not be exercisable thereafter.
4.2
Manner of Exercise
The Option shall be exercisable by delivering to the Company a notice specifying the number of Shares inrespect of which the Option is exercised together with payment in full of the Option price for each suchShare. Upon notice and payment there will be a binding contract for the issue of the Shares in respect ofwhich the Option is exercised, upon and subject to the provisions of the Plan. Delivery of the Optionee’scheque payable to the Company in the amount of the Option Price shall constitute payment of the OptionPrice unless the cheque is not honoured upon presentation in which case the Option shall not have beenvalidly exercised.
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4.3
Vesting of Option Shares
The Board, subject to the policies of the TSX Venture Exchange, may determine and impose terms uponwhich each Option shall become Vested in respect of Option Shares. Current policies of the TSX VentureExchange provide that minimum vesting requirements shall be 12.5% of the Option upon TSX VentureExchange approval and 12.5% every three months thereafter which is the vesting period hereby adoptedby the Board.
4.4
Termination of Employment
If an Optionee ceases to be a director, officer or Service Provider of the Company or one of theCompany’s subsidiaries, his or her Option shall be exercisable as follows:
(a)
Death
If the Optionee ceases to be a director, officer, employee or Consultant of the Company or asubsidiary of the Company, due to his or her death or, in the case of an Optionee that is acompany, the death of the person who provides management or consulting services to theCompany or to any entity controlled by the Company, the Option then held by the Optionee shallbe exercisable to acquire Vested Unissued Option Shares at any time up to but not after the earlierof
(i)
120 days after the date of death or Disability; and
(ii)
the Expiry Date.
(b)
Termination for Cause
If the Optionee, or in the case of an Option granted to an Optionee who falls under the definitionof Consultant set out in subsection 2.5(b), the Optionee’s employer, ceases to be a director, officeror Consultant of the Company or a subsidiary of the Company as a result of termination for cause,as that term is interpreted by the courts of the jurisdiction in which the Optionee, or, in the case ofthe Optionee who satisfies the definition, is employed or engaged; any outstanding Option held bysuch Optionee on the date of such termination, whether in respect of Option Shares that are Vestedor not, shall be cancelled as of that date.
(c)
Early Retirement-Voluntary Resignation or Termination Other than for Cause
If the Optionee or, in the case of an Option granted to an Optionee who falls under the definitionof Consultant set out in sub-paragraph 2.5(b), the Optionee’s employer ceases to be a
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officer, employee or Consultant of the Company or a subsidiary of the Company due to his or herretirement at the request of his or her employer earlier than the normal retirement date under theCompany’s retirement policy then in force, or due to his or her termination by the Company otherthan for cause, or due to his or her voluntary resignation, the Option then held by the Optionee shallbe cancelled as of that date.
For greater certainty, an option that had not become Vested in respect of certain Unissued OptionShares at the time that the relevant event referred to in this paragraph 4.4 occurred,shall not be or become exercisable in respect of such Unissued Option Shares and shall becancelled.
4.5
Exclusion from Severance Allowance, Retirement Allowance or Termination Settlement
If the Optionee, or, in the case of an option granted to an Optionee who falls under the definition ofConsultant set out in subsection 2.5(b), the Optionee’s employer, retires, resigns or is terminated fromemployment or engagement with the Company or any subsidiary of the Company, the loss or limitation,if any, pursuant to the Option Agreement with respect to the right to purchase Option Shares which werenot Vested at that time or which, if Vested were cancelled, shall not give rise to any right to damages andshall not be included in the calculation of or form any part of any severance allowance, retiring allowanceor termination settlement of any kind whatsoever in respect of such Optionee.
4.6
Shares not Acquired
Whenever the Company issues Shares to all or substantially all holders of Shares by way of a stockdividend or other distribution, or subdivides all outstanding Shares into a greater number of Shares, orcombines or consolidates all outstanding Shares into a lesser number of Shares (each of such events beingherein called a “Share Reorganization”) then effective immediately after the record date for such dividendor other distribution or the effective date of such subdivision, combination or consolidation, for each Option:
(a)
the Option Price will be adjusted to a price per Share which is the product of:
(i)
the Option Price in effect immediately before that effective date or record date and
(ii)
a fraction, the numerator of which is the total number of Shares outstanding on that effective date or record date before giving effect to the Share Reorganization, and the denominator of which is the total number of Shares that are or would be outstanding immediately after such effective date or record date after giving effect to the Share Reorganization; and
(b)
the number of Unissued Option Shares will be adjusted by multiplying (in) the number of Unissued Option Shares immediately before such effective date or record date by (ii) a fraction
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which is the reciprocal of the fraction described in subsection (a)(ii).
5.
DISTRIBUTION
5.2
Special Distribution
Subject to the prior approval of the Exchanges, whenever the Company issues by way of a dividend orotherwise distributes to all or substantially all holders of Shares;
(a)
shares of the Company, other than the Shares;
(b)
evidences of indebtedness;
(c)
any cash or other assets, excluding cash dividends (other than cash dividends which the Board of Directors of the company has determined to be outside the normal course); or
(d)
rights, options or warrants;
then to the extent that such dividend or distribution does not constitute a Share Reorganization (any of suchnon-excluded events being herein called a “Special Distribution”), and effective immediately after therecord date at which holders of Shares are determined for purposes of the Special Distribution, for eachOption the Option Price will be reduced, and the number of Unissued Option Shares will becorrespondingly increased, by such amount, if any, as is determined by the Board in its sole and unfettereddiscretion to be appropriate in order to properly reflect any diminution in value of the Option Shares as aresult of such Special Distribution.
5.3
Corporate Reorganization
Whenever there is:
(a)
a reclassification of outstanding Shares, a change of Shares into other shares or securities, or any other capital reorganization of the company, other than as described in sections 5.1;
(b)
a consolidation, merger or amalgamation of the Company with or into another corporation resulting in a reclassification of outstanding Shares into other shares or securities or a change of Shares into other shares or securities; or
(c)
a transaction whereby all or substantially all of the Company’s undertaking and assets become the property or another corporation;
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(any such event being herein called a “Corporate Reorganization”) the Optionee will have an option topurchase (at the times, for the consideration and subject to the terms and conditions set out in the Plan) andwill accept on the exercise of such option, in lieu of the Unissued Option Shares which he would otherwisehave been entitled to purchase, the kind and amount of shares or other securities or property that he wouldhave been entitled to receive as a result of the Corporate Reorganization if; on the effective date thereof;he had been the holder of all Unissued Option Shares or if appropriate, as otherwise determined by theDirectors.
5.4
Determination of Option Price and Number of Unissued Option Shares
If any questions arise at any time with respect to the Option Price or number of Unissued Option Sharesdeliverable upon exercise of an Option following a Share Reorganization, Special Distribution or CorporateReorganization, such questions shall be conclusively determined by the Company’s auditor, or, if theydecline to so act, any other firm of Chartered Accountants in Vancouver, British Columbia, that theDirectors may designate and who will have access to all appropriate records and such determination willbe binding upon the Company and all Optionees.
5.5
Regulatory Approval
Any adjustment to the Option Price of the number of Unissued Option Shares, purchasable under the Planpursuant to the operation of any one of paragraphs 5.1, 5.2 or 5.3 is subject to the approval of theExchanges and any other governmental authority having jurisdiction.
5.6
Disinterested Shareholder
Disinterested Shareholder approval, as defined by the Exchange, will be obtained for any reduction in theexercise price if the Optionee is an Insider of the Company at the time of the proposed amendment.
6.
MISCELLANEOUS
6.1
Right to Employment
Neither this Plan nor any of the provisions hereof shall confer upon any Optionee any right with respect toemployment or continued employment with the Company or any subsidiary of the Company or interferein any way with the right of the Company or any subsidiary of the Company to terminate such employment.
6.2
Necessary Approvals
The Plan shall be effective only upon the approval of the shareholders of the Company given by way of anordinary resolution. Any Options granted under this Plan prior to such approval shall only be exercised
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upon the receipt of such approval. The obligations of the Company to sell and deliver Shares in accordance with the Plan is subject to the approval of the Exchanges and any governmental authority having jurisdiction. If any Shares cannot be issued to any Optionee for any reason, including without limitation, the failure to obtain such approval, then the obligation of the Company to issue such Shares shall terminate and any Option price paid by an Optionee to the Company shall be immediately refunded to the Optionee by the Company.
6.3
Administration of the Plan
The Board shall, without limitation, have full and final authority in its discretion, but subject to the expressprovisions of the Plan, to interpret the Plan, to prescribe, amend and rescind rules and regulations relatingto the Plan and to make all other determinations deemed necessary or advisable in respect of the Plan.Except as set forth in section 5.4, the interpretation and construction of any provision of the Plan by theBoard shall be final and conclusive. Administration of the Plan shall be the responsibility of the appropriateofficers of the Company and all costs in respect thereof shall be paid by the Company.
6.4
Amendments to the Plan
The Directors may from time to time, subject to applicable law and to the prior approval, if required, ofthe Exchanges or any other regulatory body having authority over the Company or the Plan, suspend,terminate or discontinue the Plan at any time, or amend or revise the terms of the Plan or of any optiongranted under the Plan and the Option Agreement relating thereto, provided that no such amendment,revision, suspension, termination or discontinuance shall in any manner adversely affect any Optionpreviously granted to an Optionee under the Plan without the consent of that Optionee. any amendmentsto the Plan or options granted thereunder will be subject to the approval of the shareholders.
6.5
Form of Notice
A notice given to the Company shall be in writing, signed by the Optionee and delivered to the Presidentor Secretary of the Company.
6.6
No representation or Warranty
The Company makes no representation or warranty as to the future market value of any Shares issued inaccordance with the provisions of the Plan.
6.7
Compliance with Applicable Law
If any provision of the Plan or any Option Agreement contravenes any law or any order policy, by-law orregulation of any regulatory body or Exchange having authority over the Company or the Plan, then suchprovision shall be deemed to be amended to the extent required to bring such provision into compliance
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therewith.
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6.8
No Assignment or Transfer
No Optionee may assign or transfer any of his or her rights under the Plan.
6.9
Rights of Optionee
An Optionee shall have no rights whatsoever as a shareholder of the Company in respect of any of theUnissued Option Shares (including, without limitation, voting gifts or any right to receive dividends, warrantsor rights under any rights Offering).
6.10
Conflict
In the event of any conflict between the provisions of this Plan and an Option Agreement, the provisionsof this Plan shall govern.
6.11
Governing Law
The Plan and each Option Agreement issued pursuant to the Plan shall be governed by the laws of theProvince of British Columbia.
6.12
Time of Essence
Time is of the essence of this Plan and each Option agreement. No extension of time will be determinedto be or to operate as a waiver of the essentiality of time.
6.13
Entire Agreement
This Plan and the Option Agreement sets out the entire agreement between the Company and the Optioneerelative to the subject matter hereof and supercedes all prior agreements, undertakings and understandings,whether oral or written.
Approved by the Board of Directors of Clifton Star Resources Inc. on December 28, 2007.
SCHEDULE “A”
CLIFTON STAR RESOURCES INC.
STOCK OPTION PLAN OPTION AGREEMENT
This Option Agreement is entered into between Clifton Star Resources Inc. (the “Company”) and theOptionee named below pursuant to the Clifton Star Resources Inc. Stock Option Plan (the “Plan”), a copyof which is attached hereto, and confirms that:
1.
(the “Grant Date”);
2.
(the “Optionee”);
3.
was granted the option (the “Option”) to purchase
Common shares (the “Option
Shares”) of the Company;
4.
for the price (the “Option Price”) of $
per share;
5.
which shall be exercisable (“Vested”) in whole or in part in the following amounts on or after the
following dates:
12.5% on approval by TSX Venture Exchange
12.5% every three months thereafter
6.
terminating on the
(the “Expiry Date”);
all on the terms and subject to the conditions set out in the Plan. For greater certainty, once Option Shareshave become Vested, the shares continue to be exercisable until the termination or cancellation thereof asprovided in this Option Agreement and the Plan.
By signing this Option Agreement, the Optionee acknowledges that the Optionee has read andunderstandings the Plan and agrees to the terms and conditions of the Plan and this Option Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Option Agreement as of the
day
of
, 20
.
OPTIONEE
CLIFTON STAR RESOURCES INC.
Per:
Authorized signatory
