EXHIBIT 10.6
INCENTIVE STOCK OPTION PLAN
OF
ATLAS MINING COMPANY
ARTICLE I. Purpose of Plan
ARTICLE II. Definitions
ARTICLE III. Administration of the Plan
ARTICLE IV. Eligibility
ARTICLE V. Shares Available for Incentive Stock Options
ARTICLE VI. Option Terms
ARTICLE VII. Limitation on Exercise of Options
ARTICLE VIII. Exercise of Option
ARTICLE IX. Transferability of Options
ARTICLE X. Termination of Options
ARTICLE XI. Adjustments to Options
ARTICLE XII. Termination and Amendment
ARTICLE XIII. Option Agreement and Legend Requirement
ARTICLE XIV. Miscellaneous Provisions
ARTICLE XV. Effective Date of Plan
ATLAS MINING COMPANY, an Idaho corporation (the "Company"), hereby establishes
and sets forth the terms of the ATLAS MINING COMPANY INCENTIVE STOCK OPTION PLAN
(the "Plan"), dated January 13, 1997.
ARTICLE I
Purpose of Plan
The purpose of this Plan is to provide participating employees an incentive to
exert their best efforts on behalf of the Company. The Plan seeks to accomplish
this purpose by giving such employees an opportunity to gain a proprietary
interest in the Company in the form of stock options. Holders of the options are
allowed to acquire stock of the Company on favorable terms. An option granted
hereunder shall be referred to herein as an "Incentive Stock Option," and all
such options are intended to constitute an "incentive stock option"' as such
term is defined in Section 422 of the Internal Revenue Code of 1986, as amended
from time to time (the "Code").
ARTICLE II
Definitions
2.1 "Administrative Committee" means the Board of Directors or a committee
appointed by the Board of Directors, pursuant to Article III below,
administering the Plan.
2.2 "Affiliate" means a "parent corporation" of the Company, as described
in Section 424(e) of the Code, or a "subsidiary corporation" of the
Company, as described in Section 424(f) of the Code.
2.3 "Board" means the Board of Directors of the Company.
2.4 "Code" means the Internal Revenue Code of 1986.
2.5 "Common Stock" means the Company's no par value Common Stock.
2.6 "Company" means XXX
2.7 "Date of Grant" means the date on which an Incentive Stock Option is
granted under the Plan.
2.8 "Disinterested Person" has the meaning defined in Article 3.4(c) of
this Plan.
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2.9 "Incentive Stock Option" means an option granted under the Plan.
2.10 "Optionee" means a person to whom an Incentive Stock Option, which has
not expired, has been granted under the Plan.
2.11 "Plan" means this Incentive Stock Option Plan.
2.12 "Qualified Successor" shall have the meaning as defined in Article 9.2
of this Plan.
2.13 "Reorganization" and "Reorganization Agreement" have the meanings
defined in Article XI of this Plan.
2.14 "Subsidiary" or "Subsidiaries" means a subsidiary corporation or
corporations of the Company as defined in Section 424 of the Code.
2.15 "Successor" means the legal representative of the estate of a deceased
Optionee or the person or persons who acquire the right to exercise an
Incentive Stock Option by bequest or inheritance or by reason of the
death of any Optionee.
2.16 "Terminating Event" shall have the meaning as defined in Article 11.2
of this Incentive Stock Option Plan.
ARTICLE III
Administration of the Plan
3.1 This Plan shall be administered by the Board of Directors of the
Company (the "Board") unless a committee of the Board is appointed in
accordance with Article 3.2 or 3.4(b) below. The Board, or such
committee if appointed, will be referred to in this Plan as the
"Administrative Committee."
3.2 The Board may at any time appoint a committee, consisting of not less
than two of its members, to administer this Plan on behalf of the Board
in accordance with such terms and conditions not inconsistent with this
Plan as the Board may prescribe. After it is appointed, the committee
shall continue to serve until otherwise directed by the Board. The
Board may appoint additional members to the committee; remove members
(with or without cause); fill vacancies however caused; and/or remove
all members of the committee and thereafter directly administer this
Plan.
3.3 A majority of the members of the Administrative Committee shall
constitute a quorum; and subject to the limitations of this Article
III, all actions of the Administrative Committee shall require the
affirmative vote of members who constitute a majority of a quorum.
Members of the Administrative Committee who are not Disinterested
Persons (as defined in Article 3.4(c)) may vote on any matters
affecting the administration or the grant of Incentive Stock Options
under the Plan; provided, however, that no member shall vote on the
granting of an Incentive Stock Option to himself or herself (but a
member may be counted in determining the existence of a quorum at a
meeting of the Administrative Committee during which action is taken
with respect to the granting of such an Incentive Stock Option).
3.4 Notwithstanding the foregoing provisions of this Article III, to the
extent necessary to be exempt from the operation of Section 16(b) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
this Plan shall from the effective date of registration until six
months after the termination thereof, be administered as follows:
a. The Board shall administer the Plan directly (regardless of
whether a committee of the Board has been appointed under
Article 3.2) as long as each member of the Board is a
Disinterested Person, and all actions of the Board as the
Administrative Committee shall require the affirmative vote of
directors who constitute a majority of a quorum.
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b. If at any time a member of the Board is not a Disinterested
Person, the Board shall appoint a committee consisting of two
or more of its members, each of whom is a Disinterested
Person, to administer this Plan on behalf of the Board. Such
committee shall act in accordance with terms and conditions
prescribed by the Board to the extent such terms and
conditions are not inconsistent with this Plan. Once
appointed, the committee shall continue to serve until
otherwise directed by the Board. From time to time, the Board
may appoint additional members to the committee; remove
members (with or without cause); fill vacancies however
caused; and/or at any time when all members of the Board are
Disinterested Persons, remove all members of the committee and
thereafter directly administer this Plan. At no time shall a
person who is not a Disinterested Person serve on the
committee appointed under this Article 3.4(b), nor shall such
committee at any time have fewer than two members.
c. The term "Disinterested Person" shall mean a director who,
during the one year prior to service as a member of the
Administrative Committee or during such service, is not
granted or awarded equity securities pursuant to this Plan or
any other plan of the Company or any of its Affiliates (as
defined in Article 2.2) other than grants or awards that
pursuant to Rule 166-3(c)(2)(i) under the Exchange Act will
not cause the director to cease to be a "Disinterested
Person," as defined in such rule.
3.5 The following provisions shall apply to the Administrative Committee:
a. The Administrative Committee shall have the authority to (i)
administer this Plan in accordance with its express terms;
(ii) determine all questions arising in connection with the
administration, interpretation, and application of this Plan,
including all questions relating to the value of the Common
Stock; (iii) correct any defect, supply any information and
reconcile any inconsistency in such manner and to such extent
as shall be deemed necessary or advisable to carry out the
purpose of this Plan; (iv) prescribe, amend, and rescind rules
and regulations relating to the administration of this Plan;
(v) determine the duration and purposes of leaves of absence
which my be granted to participants without constituting a
termination of employment for purposes of this Plan; and (vi)
make all other determinations necessary or advisable for
administration of this Plan.
b. The authority of the Administrative Committee to administer
the Plan shall be exercised consistently with the intent that
(i) the Incentive Stock Options issued under this Plan qualify
under Section 422 of the Code (including any amendments
thereof or successor provision similar thereto); and (ii) the
Plan be administered in a manner that satisfies the conditions
of Rule 16b-3(c)(2)(i) under the Exchange Act (including any
amendments thereof and any successor provision similar
thereto) so that the grant of Incentive Stock Options under
this Plan, and all other actions taken with respect to the
Plan, to the options granted thereunder and to the Common
Stock acquired upon exercise of Incentive Stock Options, shall
to the extent possible be exempt from the operation of Section
16(b) of the Exchange Act.
c. All determinations made by the Administrative Committee in
good faith on matters referred to in this Article 3.5 shall be
final, conclusive, and binding upon all persons. The
Administrative Committee shall have all powers necessary or
appropriate to accomplish its duties under this Plan.
ARTICLE IV
Eligibility
4.1 An officer, director or other individual shall be eligible to
participate in this Plan provided that such individual (i) is in the
employ of the Company or its Affiliate, (ii) is determined by the
Administrative Committee to be a key employee of the Company or its
Affiliate, and (iii) is selected by the Administrative Committee to
receive one or more Incentive Stock Options under this Plan. Each key
employee so selected by the Administrative Committee shall hereinafter
be referred to as an "Optionee."
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4.2 As used in this Plan, an "Affiliate" of a corporation shall mean a
"parent corporation" of such corporation, as described in Section
424(e) of the Code, or to a "subsidiary corporation" of such
corporation, as described in Section 424(f) of the Code.
4.3 No Incentive Stock Option shall be granted hereunder to a key employee
who is not a resident of the State of Idaho, unless the Administrative
Committee shall have determined, based on the advice of counsel, that
the grant of such Incentive Stock Option (and the exercise thereof by
the Optionee) will not violate the securities laws of the state where
the Optionee resides.
ARTICLE V
Shares Available for Incentive Stock Options
The aggregate number of shares of the Company's Common Stock which may be issued
upon the exercise of Incentive Stock Options granted under this Plan and any
other stock option plan adopted by the Company shall not exceed ten percent
(10%) of the then issued and outstanding shares of the Company's Common Stock,
subject to adjustment under the provisions of Article XI. The aggregate number
of shares of the Company's Common Stock which may be issued to any one person
shall not exceed five percent (5%) of the then issued and outstanding shares of
the Company's Common Stock. The shares of Common Stock to be issued upon the
exercise of Incentive Stock Options may be authorized but unissued shares,
shares issued and reacquired by the Company or shares bought on the market for
the purposes of the Plan. In the event any Incentive Stock Option shall, for any
reason, terminate or expire or be surrendered without having been exercised in
full, the shares subject to such Incentive Stock Option but not purchased
thereunder shall again be available for Incentive Stock Options to be granted
under the Plan.
ARTICLE VI
Option Terms
6.1 With respect to each Incentive Stock Option granted to an Optionee
selected by the Administrative Committee in accordance with Article
III, the Administrative Committee shall specify the following terms of
the Incentive Stock Option:
a. The number of shares of Common Stock subject to the Incentive
Stock Option.
b. The date on which the grant of the Incentive Stock Option
shall be effective (the "Date of Grant").
c. The period of time during which the Incentive Stock Option
shall be exercisable, which shall in no event be more than
five (5) years from the Date of Grant of the Incentive Stock
Option.
d. The price or prices at which the Incentive Stock Option shall
be exercisable by the Optionee (the "Option Price"); provided,
however, that the Option Price shall in no event be less than
the fair market value, on the Date of Grant, of the shares of
Common Stock subject thereto; and provided further, that, if
such Incentive Stock Option is granted to an Optionee who on
the Date of Grant owns, either directly or indirectly within
the meaning of Section 424(d) of the Code, more than ten
percent (10%) of the total combined voting power of all
classes of stock of the Company or an Affiliate of the
Company, then the Option Price shall be at least one hundred
ten percent (110%) of the fair market value, on the Date of
Grant, of the Common Stock subject thereto.
e. Any vesting schedule pursuant to which the right of the
Optionee to exercise the Incentive Stock Option shall be
contingent upon the passage of a specified period of time
following its Date of Grant, it being intended that the
Administrative Committee shall have complete discretion with
respect to the terms of the vesting schedule, including,
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without limitation, discretion (i) to allow full and immediate
vesting upon grant of the Incentive Stock Option, (ii) to
permit partial vesting in stated percentage amounts based on
the length of the holding period of the Incentive Stock
Option, or (iii) to permit full vesting after a stated holding
period has passed. No rights to exercise the Incentive Stock
Option shall vest after the termination of an Optionee's
employment with the Company, unless further vesting is
expressly allowed in the written agreement evidencing the
Incentive Stock Option.
f. Whether shares of Common Stock acquired upon exercise of the
Incentive Stock Option will be subject to repurchase in
accordance with Article XII.
g. Such other terms and conditions as the Administrative
Committee deems advisable and as are consistent with the
terms and conditions of this Plan, including, without
limitation, any repurchase provisions different from those
set forth in Article XII.
6.2 Notwithstanding any provision of this Article VI to the contrary, no
Incentive Stock Option shall be granted hereunder after the date
immediately preceding the tenth (10th) anniversary of the date this
Plan is adopted by the Board. Except as expressly provided herein,
nothing contained in this Plan shall require that the terms and
conditions of Incentive Stock Options granted hereunder be uniform.
ARTICLE VII
Limitation on Exercise of Options
The aggregate fair market value of the Common Stock with respect to which,
during any calendar year, one or more Incentive Stock Options under this Plan
(and/or one or more options under any other plan maintained by the Company or
any of its Affiliates for the granting of options intended to qualify under
Section 422 of the Code) are exercisable for the first time by an Optionee shall
not exceed $100,000 (said value to be determined as of the respective Dates of
Grant of such options).
ARTICLE VIII
Exercise of Option
Subject to Article VII and any terms of an Incentive Stock Option specified
pursuant to Article VI, an Optionee (or the Qualified Successor, as defined in
Articles 9.2 and 9.3) may exercise an Incentive Stock Option, or any part
thereof (unless partial exercise is specifically prohibited by the terms of the
Incentive Stock Option), by giving written notice thereof to the Company at its
principal place of business. Such notice shall include a written representation
that the shares to be acquired will be acquired and held for investment and not
for resale or distribution and be accompanied by any documents required by
Article VII above. Such notice shall be accompanied by full payment of the
Option Price for the shares of Common Stock for which exercise is made. Payment
shall be in lawful money of the United States and shall be made in cash or by
certified or cashier's check; provided, however, that in the discretion of the
Administrative Committee, payment may be made, in whole or in part, in shares of
Common Stock or in any other form approved by the Administrative Committee.
Following the exercise of an Incentive Stock Option, the Administrative
Committee shall cause the information statement required by Section 6039 of the
Code to be furnished to the Optionee within the time and in the manner
prescribed by law.
ARTICLE IX
Transferability of Options
9.1 Except as provided in Articles 9.2, 9.3 and 9.4 below, no Incentive
Stock Option shall be transferable or exercisable by any person other
than the Optionee to whom such Incentive Stock Option was originally
granted.
9.2 In the event of the demise of an Optionee while in the employ of the
Company, any Incentive Stock Options held by the Optionee shall pass to
the person or persons entitled thereto under the will of the Optionee
or applicable laws of descent and distribution (such person or persons
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are sometimes herein referred to collectively as the "Qualified
Successor" of the Optionee). Any right under an Incentive Stock Option
which the Optionee could have exercised immediately prior to the date
of his or her demise shall, subject to Article X below, be exercisable
by the Qualified Successor for a period of one (1) year following such
demise.
9.3 In the event of an Optionee's demise, after the termination of
Optionee's employment on account of a Disability (as defined in Article
11.2 below) but prior to the expiration of the one (1) year period
specified in Article 11.2, any right under an Incentive Stock Option
which the Optionee could have exercised immediately prior to the date
of his or her demise shall, subject to Article X, pass to and be
exercisable by the Qualified Successor of the Optionee until the
expiration of such period of one (1) year following the date of
Optionee's termination.
9.4 In the event of the demise of an Optionee, after the termination of
Optionee's employment for any reason other than Disability, but prior
to the expiration of the three (3) month period specified in Article
11.3, any right under any Incentive Stock Option which the Optionee
could have exercised immediately prior to the date of his or her demise
shall, subject to Article X, pass to and be exercisable by the
Qualified Successor of the Optionee until the expiration of the three
(3) months period following the date of Optionee's employment
termination.
9.5 In the event two or more persons constitute the Qualified Successor of
an Optionee, all rights of such Qualified Successor shall be
exercisable, if at all, by the unanimous agreement of such persons.
ARTICLE X
Termination of Options
To the extent not earlier exercised, an Incentive Stock Option shall terminate
at the earliest of the following dates:
a. The date specified in such Incentive Stock Option, which date
shall not be extended for any reason;
b. One (1) year following the date of termination of the
Optionee's employment with the Company on account of (a) the
Optionee's demise, or (b) the Optionee's disability, as
defined in Section 22(e)(3) of the Code (herein referred to as
"Disability");
c. Three (3) months following the date of termination of the
Optionee's employment with the Company for any reason other
than the Optionee's demise or Disability;
d. The date of any sale, transfer or hypothecation, or any
attempted sale, transfer or hypothecation, of the Incentive
Stock Option, by the Optionee or his or her Qualified
Successor;
e. The date a voluntary or involuntary petition is filed under
the bankruptcy laws of the United States, or under the
insolvency laws of any state, for the estate of the Optionee
or his or her Qualified Successor; and
f. The date specified in Article 11.2 for such termination in the
event of a Terminating Event.
ARTICLE XI
Adjustments to Options
11.1 In the event that the outstanding shares of Common Stock of the Company
are hereafter increased or decreased or changed into or exchanged for a
different number or kind of shares or other securities of the Company
or of another corporation, by reason of a recapitalization,
reclassification, stock split-up, combination of shares, or dividend or
other distribution payable in capital stock, appropriate adjustment
shall be made by the Administrative Committee in the number and kind of
shares for the purchase of which Incentive Stock Options may be granted
under the Plan. In addition, the Administrative Committee shall make
appropriate adjustment in the number and kind of shares as to which
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outstanding Incentive Stock Options, or portions thereof then
unexercised, shall be exercisable, to the end that the proportionate
interest of the holder of the Incentive Stock Option shall, to the
extend practicable, be maintained as before the occurrence of such
event. Such adjustment in outstanding Incentive Stock Options shall be
made without change in the total price applicable to the unexercised
portion of the Incentive Stock Option but with a corresponding
adjustment in the Incentive Stock Option price per share.
11.2 In the event of the dissolution or liquidation of the Company, any
Incentive Stock Option granted under the Plan shall terminate as of a
date to be fixed by the Administrative Committee, provided that not
less than 30 days written notice of the date so fixed shall be given to
each Optionee and each such Optionee shall have the right during such
period to exercise his Incentive Stock Option as to all or any part of
the shares covered thereby including shares as to which such Incentive
Stock Option would not otherwise be exercisable by reason of an
insufficient lapse of time.
11.3 In the event of a Reorganization (as hereinafter defined) in which the
Company is not the surviving or acquiring company, or in which the
Company is or becomes a wholly-owned subsidiary of another company
after the effective date of the Reorganization, then
a. If there is no plan or agreement respecting the Reorganization
("Reorganization Agreement") or if the Reorganization
Agreement does not specifically provide for the change,
conversion, or exchange of the shares under outstanding and
unexercised incentive stock options for securities of another
corporation, then the Administrative Committee shall take such
action, and the Incentive Stock Options shall terminate, as
provided in Article 11.2; or
b. If there is a Reorganization Agreement and if the
Reorganization Agreement specifically provides for the change,
conversion, or exchange of the shares under outstanding and
unexercised incentive stock options for securities of another
corporation, then the Administrative Committee shall adjust
the shares under such outstanding and unexercised incentive
stock options (and shall adjust the shares remaining under the
Plan which are then available to the Optionee under the Plan,
if the Reorganization Agreement makes specific provision
therefor) in a manner not inconsistent with the provisions of
the Reorganization Agreement for the adjustment, change,
conversion, or exchange of such stock and such Incentive Stock
Options.
The term "Reorganization" as used in this Article XI shall mean any
statutory merger; statutory consolidation; sale of all or substantially
all of the assets of the Company; or pursuant to an agreement with the
Company, the sale of securities of the Company pursuant to which the
Company is or becomes a wholly-owned subsidiary of another company
after the effective date of the Reorganization.
11.4 Adjustments and determinations under this Article XI shall be made by
the Administrative Committee, whose decisions as to what adjustments or
determinations shall be made, and the extent thereof, shall be final,
binding, and conclusive.
ARTICLE XII
Termination and Amendment
12.1 Unless earlier terminated as provided below, this Plan shall terminate
on, and no Incentive Stock Option shall be granted under this Plan
after, the tenth (10th) anniversary of the date immediately preceding
the date this Plan is adopted by the Board. Such termination shall not
affect the rights of the Administrative Committee or the Company under
the Plan (including, but not limited to, rights under Article XI above)
with respect to any Incentive Stock Options theretofore granted or
shares of Common Stock issued upon exercise thereof.
12.2 The Board may at any time terminate, suspend or amend the terms of this
Plan; provided, however, that, except as provided in Article XI above,
the Board may not, without prior approval by holders of shares of
Common Stock constituting at least a majority of the shares of Common
Stock represented in person or by proxy at the meeting at which such
approval is sought:
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i. Change the aggregate number of shares of Common Stock
reserved for issuance upon exercise of Incentive
Stock Options granted under this Plan;
ii. Increase the period during which Incentive Stock
Options may be granted or exercised;
iii. Change the class of employees who are eligible to
receive Incentive Stock Options under this Plan; or
iv. Make any change to the terms of this Plan which would
cause the Incentive Stock Options granted hereunder
to lose their qualification as incentive stock
options under Section 422 of the Code.
12.3 Notwithstanding the above, the Administrative Committee may, subject to
the terms and conditions of this Plan, grant additional Incentive Stock
Options to an Optionee (if such Optionee is otherwise eligible) or,
with the consent of the Optionee, grant a new Incentive Stock Option in
lieu of an outstanding Incentive Stock Option, for a number of shares,
at an Option Price and for a term which is greater or less than that of
the earlier Incentive Stock Option.
12.4 No Incentive Stock Option may be granted during any suspension, or
after termination, of this Plan. Amendment, suspension or termination
of this Plan shall not, without the consent of the Optionee, alter or
impair any rights or obligations with respect to any Incentive Stock
Option theretofore granted or shares of Common Stock acquired upon
exercise thereof.
ARTICLE XIII
Option Agreement and Legend Requirement
Each Incentive Stock Option granted hereunder shall be evidenced by a written
agreement executed by the Company and the Optionee. Such agreement shall contain
the terms of the Incentive Stock Option specified by Article VI, together with
other terms, conditions, and provisions that the Administrative Committee deems
advisable and that are not inconsistent with the terms and conditions of this
Plan. Such agreement shall also provide that, by accepting an Incentive Stock
Option granted under this Plan, the Optionee, for himself or herself, for his or
her Qualified Successor, and for his or her heirs, successors and assigns:
i. Recognizes, agrees and acknowledges that no
registration statement under the Securities Act of
1933, as amended (the "1933 Act"), or under any state
securities laws, will have been filed as to either
the Incentive Stock Option or any shares of Common
Stock that may be acquired upon exercise of such
Incentive Stock Option;
ii. Warrants and represents that the Incentive Stock
Option and any shares of Common Stock of the Company
acquired upon exercise of the Incentive Stock Option
will be acquired and held by the Optionee for the
Optionee's own account, for investment purposes only,
and not with a view towards the distribution or
public offering thereof nor with any present
intention of reselling or distributing the same at
any particular future time;
iii. Acknowledges and consents to the appearance of a
printed legend on the back of each stock certificate
representing shares of Common Stock issued upon
exercise of the Incentive Stock Option, which legend
shall read as follows:
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NOTICE: RESTRICTION ON TRANSFER
The securities represented hereby have not been
registered under the Securities Act of 1933 or any
state securities laws, and may not be offered, sold,
transferred, encumbered or otherwise disposed of
except upon satisfaction of certain conditions set
forth in the ATLAS MINING COMPANYIncentive Stock
Option Plan. Information concerning these
restrictions may be obtained from the corporation or
its legal counsel. Any offer or disposition of these
securities without satisfaction of such conditions
will be wrongful and will not entitle the transferee
to register ownership of the securities with the
corporation. These securities may also be subject to
repurchase by the corporation upon certain terms and
conditions set forth in said documents.
iv. Agrees not to sell, transfer or otherwise dispose of
any shares of Common Stock that may be acquired upon
exercise of the Incentive Stock Option unless (i)
there is an effective registration statement under
the 1933 Act covering the proposed disposition and
compliance with governing state securities laws, (ii)
the Optionee delivers to the Company, at the
Optionee's expense, a "no-action" letter or similar
interpretative opinion, satisfactory in form and
substance to the Company, from the staff of each
appropriate securities agency, to the effect that
such shares may be disposed of by the Optionee in the
manner proposed, or (iii) the Optionee delivers to
the Company, at the Optionee's expense, a legal
opinion, satisfactory in form and substance to the
Company, of legal counsel designated by the Optionee
and satisfactory to the Company, to the effect that
the proposed disposition is exempt from registration
under the 1933 Act and governing state securities
laws; and
v. Agrees to indemnify the Company and hold it harmless
from and against any loss, claim or liability,
including attorney's fees or other legal expenses
incurred in the defense thereof, incurred by the
Company as a result of any breach by the Optionee of,
or any inaccuracy in, any representation, warranty,
covenant or other provision contained in such
agreement.
If a registration statement under the 1933 Act is hereafter filed with respect
to Incentive Stock Options granted or to be granted hereunder and the shares of
Common Stock that may be acquired upon exercise of such Incentive Stock Options,
then, following the effectiveness of such registration statement, the provisions
in agreements representing Incentive Stock Options that would otherwise be
required by this Article XIII may, in the discretion of the Administrative
Committee, be modified or eliminated.
ARTICLE XIV
Miscellaneous Provisions
14.1 Nothing contained in this Plan shall obligate the Company to employ an
Optionee for any period, nor shall this Plan interfere in any way with
the right of the Company to reduce such Optionee's compensation.
14.2 The provisions of this Plan, each Incentive Stock Option issued to an
Optionee hereunder, and the agreement evidencing such Incentive Stock
Option under Article XIV above shall be binding upon the Optionee, and
his or her Qualified Successor, heirs, successors and assigns.
14.3 This Plan shall be construed, administered and enforced in accordance
with the laws of the United States, to the extent applicable hereto, as
well as the laws of the State of Idaho.
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ARTICLE XV
Effective Date of Plan
This Plan shall be effective upon adoption of a resolution of the Board
approving it; and it shall be subject to approval, within twelve (12) months
before or after the date it is adopted by the Board, by holders of shares of
Common Stock constituting at least a majority of the shares of Common Stock
represented in person or by proxy at a meeting at which such approval is sought.
This Plan shall also be subject to any requirements imposed by the Director of
the Department of Finance pursuant to the Idaho Securities Act. If the
shareholder approval and notification requirements have not been satisfied on or
prior to January 12, 1998, this Plan and any Incentive Stock Options granted
hereunder prior to such date shall be void.
This Plan is adopted this 19th day of November, 1998.
ATLAS MINING COMPANY
By: /S/ William T. Jacobson
--------------------------------------
William T. Jacobson, President
By: /S/ Marqueta Martinez
--------------------------------------
Marqueta Martinez, Secretary
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