EXHIBIT 10.13
DELTA INTERNATIONAL OMNIBUS COMPENSATION PLAN
RESTRICTED STOCK AWARD AGREEMENT
Capitalized terms used below have the definitions assigned to them in the Delta
International Omnibus Compensation Plan, effective October 24, 2002, as amended
(the "Plan"). You can get a copy of the Plan upon request to the Plan
Administrator.
SUMMARY
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Shareholder GARY BOYD
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Grant Date OCTOBER 24, 2002
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Vesting Date OCTOBER 24, 2003
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Shares 494,328
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Class of Shares DELTA INTERNATIONAL MINING AND EXPLORATION, INC. COMMON STOCK
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Price per Share $0.35
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THIS AWARD AGREEMENT (the "Agreement"), effective as of the Grant Date set out
above, represents the grant of restricted stock by Delta International Mining
and Exploration, Inc., a Nevada corporation (the "Company") to the Shareholder
named above, who is an employee, director or consultant of the Company or one or
more of its Subsidiaries, pursuant to the Plan, in exchange for the cancellation
of certain promissory notes in the original principal amount of $140,000 and
accrued interest thereon of $33,015. The Shareholder agrees and acknowledges
that such accrued interest is calculated as of August 31, 2002 and that the
Shareholder is entitled to no further interest on such promissory notes after
that date.
1. GRANT OF RESTRICTED SHARES. The Company hereby grants to the
Shareholder, subject to the terms and conditions set out within this Agreement
and to the terms of the Plan, the number of Shares of Restricted Stock shown
above (the "Restricted Shares"), at the Price (value) per Share shown above.
2. TERM. The term of this Agreement is for a period of one year from the
date of grant.
3. TERMINATION OF EMPLOYMENT. In the event the Shareholder does not remain
continuously employed by the Company during the term prior to the Vesting Date,
the following rules will apply:
A) Retirement. Retirement means termination of employment on or
after reaching age 55 with at least 5 full years of service, or
on or after reaching age 65 with any service. If the Shareholder
terminates employment by reason of Retirement, the restrictions
will continue in force until the Vesting Date.
B) Disability. If the employment of the Shareholder terminates by
reason of Disability, the restrictions will continue in force
until the Vesting Date. The Plan Administrator shall have sole
discretion in determining that the definition of Disability has
been satisfied.
C) Death. If the Shareholder dies, the Restricted Shares will
immediately vest (if not already vested). Vested shares shall be
transferred to the person(s) named as the Shareholder's
beneficiary(ies), or, if the Shareholder has not named one or
more
beneficiaries, by whoever has acquired the Shareholder's rights
by will or by the laws of descent and distribution.
D) Termination for Cause or Voluntary Termination. Restrictions on
Restricted Shares granted to a Shareholder who is terminated for
Cause or terminates voluntarily will continue in force until the
Vesting Date.
E) Termination for any Other Reasons. If the Shareholder's
employment terminates for any reason other than those set out in
items A through D immediately above, and in the absence of any
action by the Plan Administrator, the Grant shall expire
immediately as of the date of termination, and may not be
exercised after that date. However, the Plan Administrator, in
its sole discretion, based on the facts and circumstances of
such termination, may accelerate the vesting of all or any
portion of the Restricted Shares, and/or may delay the
expiration of all or any portion of the Restricted Shares to any
date not later than the Expiration Date.
4. RIGHTS AS A SHAREHOLDER. The Shareholder shall have the rights of a
shareholder as set forth in the Plan (including, but not limited to, the right
to receive dividends or dividend equivalents, and to vote on shareholder
issues).
5. RESTRICTIONS ON TRANSFER. The Restricted Shares may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution.
6. RECAPITALIZATION. If there is any change in the Company's Shares through
the declaration of stock dividends or through recapitalization resulting in
stock splits or through merger, consolidation, exchange of Shares, or otherwise,
the Plan Administrator may adjust the number and class of Restricted Shares to
prevent dilution or enlargement of rights.
7. BENEFICIARY DESIGNATION. The Shareholder may, from time to time, name
any beneficiary or beneficiaries (who may be named contingently or successively)
to whom any benefit under this Agreement is to be paid in case of his or her
death before he or she receives any or all of such benefit. Each such
designation shall revoke all prior designations by the Shareholder, shall be in
a form prescribed by the Company, and will be effective only when delivered
during the Shareholder's lifetime to the Company at its executive offices.
8. CONTINUATION OF EMPLOYMENT. This Agreement shall not confer upon the
Shareholder any right to continued employment by the Company, nor shall this
Agreement interfere in any way with the Company's right to terminate the
Shareholder's employment at any time. A transfer of the Shareholder's employment
between the Company and any of its Subsidiaries, or between any divisions or
Subsidiaries of the Company shall not be deemed a termination of employment.
9. MISCELLANEOUS.
A) This Agreement and the Shareholder's right under it are subject
to all the terms and conditions of the Plan, as the same may be
amended from time to time, as well as to such rules as the Plan
Administrator may adopt. The Plan Administrator may impose such
restrictions on any Restricted Shares as it may deem advisable,
including, without limitation, restrictions under applicable
Federal securities laws, under the requirements of any stock
exchange or market upon which such Restricted Shares are then
listed and/or traded, and under any blue sky or state securities
laws applicable to such Restricted Shares.
-2-
The Plan Administrator may administer, construe, and make all
determinations necessary or appropriate to the administration of
the Plan and this Agreement, all of which shall be binding upon
the Shareholder.
B) Subject to the provisions of the Plan, the Board of Directors
may terminate, amend, or modify the Plan; provided, however,
that no such termination, amendment, or modification of the Plan
may in any way adversely affect the Shareholder's rights under
this Agreement, without the written consent of the Shareholder.
C) The Company may deduct or withhold, or require the Shareholder
to remit to the Company, an amount sufficient to satisfy
Federal, state, and local taxes (including the Participant's
FICA obligation) required by law to be withheld with respect to
any exercise of the Shareholder's rights under this Agreement.
Subject to the approval of the Plan Administrator, the
Shareholder may elect to satisfy the withholding requirement, in
whole or in part, by having the Company withhold Restricted
Shares having an aggregate Fair Market Value, on the date the
tax is to be determined, equal to the amount required to be
withheld. Such elections shall be irrevocable, shall be in
writing, and shall be signed by the Shareholder before the day
that the transaction becomes taxable.
D) The Shareholder agrees to take all steps necessary to comply
with all applicable Federal and state securities law in
exercising his or her rights under this Agreement.
E) This Agreement shall be subject to all applicable laws, rules,
and regulations, and to such approvals by any governmental
agencies or national securities exchanges as may be required.
F) The Company's obligations under the Plan and this Agreement,
with respect to these Restricted Shares, shall bind any
successor to the Company, whether succession results from a
direct or indirect purchase, merger, consolidation, or
otherwise, of all or substantially all of the business and/or
assets of the Company.
G) To the extent not preempted by Federal law, this Agreement shall
be governed by, and construed in accordance with, the laws of
the State of Nevada.
H) At all times when IRC Section 162(m) applies, all Awards to
Designated Executive Officers shall comply with its
requirements, unless the Plan Administrator determines that
compliance is not desired or necessary for any Award or Awards.
To that end, the Plan Administrator may make such adjustments it
deems appropriate for a specific Award or Awards, except that a
performance-based Award cannot be replaced by a
non-performance-based Award if performance goals are not
achieved, nor can the characterization of an Executive Officer
as a Designated Executive Officer, once made, change for a given
Performance Period.
I) This Agreement is subject to the terms of the Plan and
Administrative Guidelines promulgated under it from time to
time. In the event of a conflict between this document and the
Plan, the Plan document as well as any determinations made by
the Plan Administrator as authorized by the Plan document, shall
govern.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the Grant Date.
Delta International Mining and Exploration, Inc.
By: /s/ Robert E. Mathews
--------------------------------------------
/s/ Gary Boyd
------------------------------------------------
Gary Boyd
-4-
DELTA INTERNATIONAL OMNIBUS COMPENSATION PLAN
RESTRICTED STOCK AWARD AGREEMENT
Capitalized terms used below have the definitions assigned to them in the Delta
International Omnibus Compensation Plan, effective October 24, 2002, as amended
(the "Plan"). You can get a copy of the Plan upon request to the Plan
Administrator.
SUMMARY
- --------------------------------------------------------------------------------
Shareholder ROBERT MATHEWS
- --------------------------------------------------------------------------------
Grant Date OCTOBER 24, 2002
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Vesting Date OCTOBER 24, 2003
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Shares 570,706
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Class of Shares DELTA INTERNATIONAL MINING AND EXPLORATION, INC. COMMON STOCK
- --------------------------------------------------------------------------------
Price per Share $0.35
- --------------------------------------------------------------------------------
THIS AWARD AGREEMENT (the "Agreement"), effective as of the Grant Date set out
above, represents the grant of restricted stock by Delta International Mining
and Exploration, Inc., a Nevada corporation (the "Company") to the Shareholder
named above, who is an employee, director or consultant of the Company or one or
more of its Subsidiaries, pursuant to the Plan, in exchange for the cancellation
of certain promissory notes in the original principal amount of $166,000 and
accrued interest thereon of $33,747. The Shareholder agrees and acknowledges
that such accrued interest is calculated as of August 31, 2002 and that the
Shareholder is entitled to no further interest on such promissory notes after
that date.
1. GRANT OF RESTRICTED SHARES. The Company hereby grants to the
Shareholder, subject to the terms and conditions set out within this Agreement
and to the terms of the Plan, the number of Shares of Restricted Stock shown
above (the "Restricted Shares"), at the Price (value) per Share shown above.
2. TERM. The term of this Agreement is for a period of one year from the
date of grant.
3. TERMINATION OF EMPLOYMENT. In the event the Shareholder does not remain
continuously employed by the Company during the term prior to the Vesting Date,
the following rules will apply:
A) Retirement. Retirement means termination of employment on or
after reaching age 55 with at least 5 full years of service, or
on or after reaching age 65 with any service. If the Shareholder
terminates employment by reason of Retirement, the restrictions
will continue in force until the Vesting Date.
B) Disability. If the employment of the Shareholder terminates by
reason of Disability, the restrictions will continue in force
until the Vesting Date. The Plan Administrator shall have sole
discretion in determining that the definition of Disability has
been satisfied.
C) Death. If the Shareholder dies, the Restricted Shares will
immediately vest (if not already vested). Vested shares shall be
transferred to the person(s) named as the Shareholder's
beneficiary(ies), or, if the Shareholder has not named one or
more beneficiaries, by
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whoever has acquired the Shareholder's rights by will or by the
laws of descent and distribution.
D) Termination for Cause or Voluntary Termination. Restrictions on
Restricted Shares granted to a Shareholder who is terminated for
Cause or terminates voluntarily will continue in force until the
Vesting Date.
E) Termination for any Other Reasons. If the Shareholder's
employment terminates for any reason other than those set out in
items A through D immediately above, and in the absence of any
action by the Plan Administrator, the Grant shall expire
immediately as of the date of termination, and may not be
exercised after that date. However, the Plan Administrator, in
its sole discretion, based on the facts and circumstances of
such termination, may accelerate the vesting of all or any
portion of the Restricted Shares, and/or may delay the
expiration of all or any portion of the Restricted Shares to any
date not later than the Expiration Date.
4. RIGHTS AS A SHAREHOLDER. The Shareholder shall have the rights of a
shareholder as set forth in the Plan (including, but not limited to, the right
to receive dividends or dividend equivalents, and to vote on shareholder
issues).
5. RESTRICTIONS ON TRANSFER. The Restricted Shares may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution.
6. RECAPITALIZATION. If there is any change in the Company's Shares through
the declaration of stock dividends or through recapitalization resulting in
stock splits or through merger, consolidation, exchange of Shares, or otherwise,
the Plan Administrator may adjust the number and class of Restricted Shares to
prevent dilution or enlargement of rights.
7. BENEFICIARY DESIGNATION. The Shareholder may, from time to time, name
any beneficiary or beneficiaries (who may be named contingently or successively)
to whom any benefit under this Agreement is to be paid in case of his or her
death before he or she receives any or all of such benefit. Each such
designation shall revoke all prior designations by the Shareholder, shall be in
a form prescribed by the Company, and will be effective only when delivered
during the Shareholder's lifetime to the Company at its executive offices.
8. CONTINUATION OF EMPLOYMENT. This Agreement shall not confer upon the
Shareholder any right to continued employment by the Company, nor shall this
Agreement interfere in any way with the Company's right to terminate the
Shareholder's employment at any time. A transfer of the Shareholder's employment
between the Company and any of its Subsidiaries, or between any divisions or
Subsidiaries of the Company shall not be deemed a termination of employment.
9. MISCELLANEOUS.
A) This Agreement and the Shareholder's right under it are subject
to all the terms and conditions of the Plan, as the same may be
amended from time to time, as well as to such rules as the Plan
Administrator may adopt. The Plan Administrator may impose such
restrictions on any Restricted Shares as it may deem advisable,
including, without limitation, restrictions under applicable
Federal securities laws, under the requirements of any stock
-2-
exchange or market upon which such Restricted Shares are then
listed and/or traded, and under any blue sky or state securities
laws applicable to such Restricted Shares.
The Plan Administrator may administer, construe, and make all
determinations necessary or appropriate to the administration of
the Plan and this Agreement, all of which shall be binding upon
the Shareholder.
B) Subject to the provisions of the Plan, the Board of Directors
may terminate, amend, or modify the Plan; provided, however,
that no such termination, amendment, or modification of the Plan
may in any way adversely affect the Shareholder's rights under
this Agreement, without the written consent of the Shareholder.
C) The Company may deduct or withhold, or require the
Shareholder to remit to the Company, an amount
sufficient to satisfy Federal, state, and local taxes
(including the Participant's FICA obligation) required
by law to be withheld with respect to any exercise of
the Shareholder's rights under this Agreement.
Subject to the approval of the Plan Administrator, the
Shareholder may elect to satisfy the withholding
requirement, in whole or in part, by having the Company
withhold Restricted Shares having an aggregate Fair
Market Value, on the date the tax is to be determined,
equal to the amount required to be withheld. Such
elections shall be irrevocable, shall be in writing, and
shall be signed by the Shareholder before the day that
the transaction becomes taxable.
D) The Shareholder agrees to take all steps necessary to
comply with all applicable Federal and state securities
law in exercising his or her rights under this
Agreement.
E) This Agreement shall be subject to all applicable laws,
rules, and regulations, and to such approvals by any
governmental agencies or national securities exchanges
as may be required.
F) The Company's obligations under the Plan and this
Agreement, with respect to these Restricted Shares,
shall bind any successor to the Company, whether
succession results from a direct or indirect purchase,
merger, consolidation, or otherwise, of all or
substantially all of the business and/or assets of the
Company.
G) To the extent not preempted by Federal law, this
Agreement shall be governed by, and construed in
accordance with, the laws of the State of Nevada.
H) At all times when IRC Section 162(m) applies, all Awards
to Designated Executive Officers shall comply with its
requirements, unless the Plan Administrator determines
that compliance is not desired or necessary for any
Award or Awards. To that end, the Plan Administrator may
make such adjustments it deems appropriate for a
specific Award or Awards, except that a
performance-based Award cannot be replaced by a
non-performance-based Award if performance goals are not
achieved, nor can the characterization of an Executive
Officer as a Designated Executive Officer, once made,
change for a given Performance Period.
-3-
I) This Agreement is subject to the terms of the Plan and
Administrative Guidelines promulgated under it from time to
time. In the event of a conflict between this document and the
Plan, the Plan document as well as any determinations made by
the Plan Administrator as authorized by the Plan document, shall
govern.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the Grant Date.
Delta International Mining and Exploration, Inc.
By: /s/ Gary Boyd
-------------------------------------------
/s/ Robert Mathews
------------------------------------------------
Robert Mathews
-4-
AGREEMENT
This AGREEMENT is made by and between DELTA INTERNATIONAL MINING AND
EXPLORATION, INC., a Nevada corporation ("Delta") and W.C. McCASLIN, an
individual ("Holder") as of October 16, 2002.
WHEREAS, Delta is the maker of a promissory note in the original
principal amount of $100,000 and held by Holder (the "Note"); and
WHEREAS, Delta and Holder now desire to convert the Note into shares of
Common Stock of Delta;
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, the parties agree as follows:
1. ISSUANCE OF SHARES. Delta hereby issues to Holder, and Holder hereby
accepts, 444,383 shares of Common Stock of Delta, at a price of $0.35 per share
(the "Shares") in consideration of the cancellation of the Note, including the
original principal amount and accrued interest thereon of $55,534.
2. CANCELLATION OF NOTE. Simultaneous with the issuance of the Shares,
the Note shall be deemed canceled and Delta shall have no further obligation to
pay to Holder the original principal amount of the Note or any interest accrued
thereon. Holder shall surrender the Note to Delta at its principal executive
office within 10 days after the date of this Agreement, after which Delta shall
issue to Holder certificates representing the Shares.
DELTA INTERNATIONAL MINING
AND EXPLORATION, INC.
By: /s/ Robert E. Mathews /s/ W.C. McCaslin
------------------------------- ---------------------------
Robert E. Mathews W.C. McCaslin
Chief Financial Officer
AGREEMENT
This AGREEMENT is made by and between DELTA INTERNATIONAL MINING AND
EXPLORATION, INC., a Nevada corporation ("Delta") and JACK WELLS, an individual
("Holder") as of October 11, 2002.
WHEREAS, Delta is the maker of a promissory note in the original
principal amount of $100,000 and held by Holder (the "Note"); and
WHEREAS, Delta and Holder now desire to convert the Note into shares of
Common Stock of Delta;
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, the parties agree as follows:
1. ISSUANCE OF SHARES. Delta hereby issues to Holder, and Holder hereby
accepts, 439,511 shares of Common Stock of Delta, at a price of $0.35 per share
(the "Shares") in consideration of the cancellation of the Note, including the
original principal amount and accrued interest thereon of $53,829.
2. CANCELLATION OF NOTE. Simultaneous with the issuance of the Shares,
the Note shall be deemed canceled and Delta shall have no further obligation to
pay to Holder the original principal amount of the Note or any interest accrued
thereon. Holder shall surrender the Note to Delta at its principal executive
office within 10 days after the date of this Agreement, after which Delta shall
issue to Holder certificates representing the Shares.
DELTA INTERNATIONAL MINING
AND EXPLORATION, INC.
By: /s/ Robert E. Mathews /s/ Jack Wells
------------------------------- ---------------------------
Robert E. Mathews Jack Wells
Chief Financial Officer
AGREEMENT
This AGREEMENT is made by and between DELTA INTERNATIONAL MINING AND
EXPLORATION, INC., a Nevada corporation ("Delta") and HENRY MORRIS, an
individual ("Holder") as of October 15, 2002.
WHEREAS, Delta is the maker of a promissory note in the original
principal amount of $50,000 and held by Holder (the "Note"); and
WHEREAS, Delta and Holder now desire to convert the Note into shares of
Common Stock of Delta;
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, the parties agree as follows:
1. ISSUANCE OF SHARES. Delta hereby issues to Holder, and Holder hereby
accepts, 218,000 shares of Common Stock of Delta, at a price of $0.35 per share
(the "Shares") in consideration of the cancellation of the Note, including the
original principal amount and accrued interest thereon of $26,300.
2. CANCELLATION OF NOTE. Simultaneous with the issuance of the Shares,
the Note shall be deemed canceled and Delta shall have no further obligation to
pay to Holder the original principal amount of the Note or any interest accrued
thereon. Holder shall surrender the Note to Delta at its principal executive
office within 10 days after the date of this Agreement, after which Delta shall
issue to Holder certificates representing the Shares.
DELTA INTERNATIONAL MINING
AND EXPLORATION, INC.
By: /s/ Robert E. Mathews /s/ Henry Morris
------------------------------- ---------------------------
Robert E. Mathews Henry Morris
Chief Financial Officer
AGREEMENT
This AGREEMENT is made by and between DELTA INTERNATIONAL MINING AND
EXPLORATION, INC., a Nevada corporation ("Delta") and CHARLES WELLS, an
individual ("Holder") as of October 15, 2002.
WHEREAS, Delta is the maker of four promissory notes in the aggregate
original principal amount of $747,882 and held by Holder (the "Note"); and
WHEREAS, Delta and Holder now desire to convert the Note into shares of
Common Stock of Delta;
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, the parties agree as follows:
1. ISSUANCE OF SHARES. Delta hereby issues to Holder, and Holder hereby
accepts, 2,390,943 shares of Common Stock of Delta, at a price of $0.35 per
share (the "Shares") in consideration of the cancellation of the Note, including
the original principal amount and accrued interest thereon of $88,947.
2. CANCELLATION OF NOTE. Simultaneous with the issuance of the Shares,
the Note shall be deemed canceled and Delta shall have no further obligation to
pay to Holder the original principal amount of the Note or any interest accrued
thereon. Holder shall surrender the Note to Delta at its principal executive
office within 10 days after the date of this Agreement, after which Delta shall
issue to Holder certificates representing the Shares.
DELTA INTERNATIONAL MINING
AND EXPLORATION, INC.
By: /s/ Robert E. Mathews /s/ Charles Wells
------------------------------- ---------------------------
Robert E. Mathews Charles Wells
Chief Financial Officer
AGREEMENT
This AGREEMENT is made by and between DELTA INTERNATIONAL MINING AND
EXPLORATION, INC., a Nevada corporation ("Delta") and GARRY CARLSON, an
individual ("Holder") as of October 14, 2002.
WHEREAS, Delta is the maker of a promissory note in the original
principal amount of $12,000 and held by Holder (the "Note"); and
WHEREAS, Delta and Holder now desire to convert the Note into shares of
Common Stock of Delta;
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, the parties agree as follows:
1. ISSUANCE OF SHARES. Delta hereby issues to Holder, and Holder hereby
accepts, 40,705 shares of Common Stock of Delta, at a price of $0.35 per share
(the "Shares") in consideration of the cancellation of the Note, including the
original principal amount and accrued interest thereon of $2,247.
2. CANCELLATION OF NOTE. Simultaneous with the issuance of the Shares,
the Note shall be deemed canceled and Delta shall have no further obligation to
pay to Holder the original principal amount of the Note or any interest accrued
thereon. Holder shall surrender the Note to Delta at its principal executive
office within 10 days after the date of this Agreement, after which Delta shall
issue to Holder certificates representing the Shares.
DELTA INTERNATIONAL MINING
AND EXPLORATION, INC.
By: /s/ Robert E. Mathews /s/ Garry Carlson
------------------------------- ---------------------------
Robert E. Mathews Garry Carlson
Chief Financial Officer