VISTA GOLD CORP.
STOCK OPTION PLAN
NOVEMBER 1996, AS AMENDED NOVEMBER 1998
1. PURPOSE OF THE PLAN
The purpose of the Stock Option Plan (the "Plan") is to assist Vista
Gold Corp. (the "Corporation") in attracting, retaining and motivating
directors, officers and employees of the Corporation and of its subsidiaries and
other persons providing consulting or other services to the Corporation and to
more closely align the personal interests of such persons with those of the
shareholders by providing them with the opportunity to purchase Common Shares
("Optioned Shares") in the capital of the Corporation through options to
purchase Optioned Shares ("Options").
2. IMPLEMENTATION
The Plan and the grant and exercise of any Options under the Plan are
subject to compliance with all applicable securities laws and regulations and
rules promulgated thereunder (including the requirements of section 16 of the
Securities Exchange Act of 1934 (the "1934 Act") and Rule 16b-3 thereunder) and
with the requirements of each stock exchange on which the Optioned Shares are
listed at the time of the grant of any Options under the Plan and of any
governmental authority or regulatory body to which the Corporation is subject
(collectively "Securities Laws").
3. ADMINISTRATION
The Plan shall be administered by the Board of Directors of the
Corporation which shall, without limitation, have full and final authority in
its discretion, but subject to the express provisions of the Plan, to interpret
the Plan, to prescribe, amend and rescind rules and regulations relating to it
and to make all other determinations deemed necessary or advisable for the
administration of the Plan.
4. MAXIMUM NUMBER OF OPTIONED
SHARES RESERVED UNDER THE PLAN
Subject to the applicable requirements of each stock exchange on which
the Optioned Shares are listed, a maximum of 4,500,000 Optioned Shares will be
reserved, set aside and made available for issue under and in accordance with
the Plan and the maximum number of Optioned Shares that may be reserved for
issuance to any individual under the Plan is that number of Optioned Shares that
is equivalent to 5% of the Optioned Shares issued and outstanding from time to
time. If Options granted to an individual under the Plan shall expire or
terminate for any reason without having been exercised in respect of certain
Optioned Shares, such Optioned Shares may be made available for purchase upon
exercise of other Options to be granted under the Plan.
5. ELIGIBILITY
Options may be granted under the Plan to such directors, officers and
employees of the Corporation and of its subsidiaries and, subject to applicable
Securities Laws, to such other persons providing consulting or other services to
the Corporation as the Board of Directors may from time to time designate as
participants (collectively the "Participants" and individually a "Participant")
under the Plan. Subject to the provisions of the Plan, the total number of
Optioned Shares to be made available under the Plan and to each Participant, the
time or times and price or prices at which Options shall be granted, the time or
times at which such Options are exercisable, and any conditions or restrictions
on the exercise of Options, shall be in the full and final discretion of the
Board of Directors.
6. TERMS AND CONDITIONS
All Options under the Plan shall be granted upon and subject to the
terms and conditions hereinafter set forth.
6.1 OPTION AGREEMENT
All Options shall be granted under the Plan by means of an agreement
(the "Option Agreement") between the Corporation and each Participant
substantially in the form set out in Schedule A attached hereto, and which shall
first be approved by the Board of Directors with such changes to such form as
the Board of Directors may approve, such approval to be conclusively evidenced
by the execution of the Option Agreement by the President or any two directors
or officers of the Corporation.
6.2 EXERCISE PRICE
The price (the "Exercise Price") payable in cash at the time of
exercise of an Option by a Participant for any Optioned Share will be not less
than the price of an Optioned Share as recorded at the close of business on The
Toronto Stock Exchange on the last trading day preceding the date a resolution
of the Board of Directors was passed or consented to in writing granting the
Option and authorizing the Corporation to enter into the Option Agreement.
Subject to regulatory approval and applicable Securities Laws, the Exercise
Price under any Option may be amended at any time with the consent of the
Participant by resolution of the Board of Directors, in which event the relevant
Option Agreement shall be deemed to be amended accordingly.
6.3 LENGTH OF GRANT
Subject to paragraphs 6.8 through 6.12 inclusive, all Options granted
under the Plan shall expire not later than that date which is 10 years from the
date such Options were granted.
6.4 NON-ASSIGNABILITY OF OPTIONS
An Option granted under the Plan shall not be transferable or
assignable (whether absolutely or by way of mortgage, pledge or other charge) by
a Participant other than by will or other testamentary instrument or the laws of
succession or administration and may be exercisable during the lifetime of the
Participant only by such Participant.
6.5 EXERCISE OF OPTIONS
Each Participant, upon becoming entitled to exercise the Option in
respect of any Optioned Shares in accordance with the Option Agreement relating
thereto, shall thereafter be entitled to exercise the Option to purchase such
Optioned Shares at any time or times after such Options vest and become
exercisable in accordance with the Option Agreement relating thereto and prior
to the expiration or other termination of the Option in accordance with the
Option Agreement.
6.6 EXERCISE AND PAYMENT
Any Option granted under the Plan may be exercised in whole or in part
by a Participant or, if applicable, the legal representative of a Participant by
delivering to the Corporation at its registered office written notice specifying
the number of Optioned Shares in respect of which such Option is being
exercised, accompanied by payment (by cash or certified cheque payable to the
Corporation) of the entire Exercise Price (determined in accordance with the
Option Agreement) for the number of Optioned Shares specified in the notice.
Upon the exercise of an Option by a Participant the Corporation shall cause the
transfer agent and registrar of Optioned Shares of the Corporation to promptly
deliver to that Participant or the legal representative of that Participant, as
the case may be, a share certificate in the name of that Participant or the
legal representative of that Participant, as the case may be, representing the
number of Optioned Shares specified in the written notice.
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6.7 RIGHTS OF PARTICIPANTS
The Participants shall have no rights whatsoever as shareholders in
respect of any of the Optioned Shares (including, without limitation, voting
rights or any right to receive dividends, warrants or rights under any rights
offering) other than Optioned Shares in respect of which Participants have
exercised their Options and which have been issued by the Corporation.
6.8 THIRD PARTY OFFER
If at any time when an Option granted under the Plan remains
unexercised with respect to any Optioned Shares, an offer to purchase all of the
Optioned Shares of the Corporation is made by a third party, the Corporation
may, upon giving each Participant written notice to that effect, require the
acceleration of the time for the exercise of the unexercised Options granted
under the Plan and of the time for the fulfilment of any conditions or
restrictions on such exercise.
6.9 ALTERATIONS IN OPTIONED SHARES
In the event of a stock dividend, subdivision, redivision,
consolidation, share reclassification, amalgamation, merger, consolidation,
corporate arrangement, reorganization, liquidation or the like of or by the
Corporation, the Board of Directors may, subject to any required prior
regulatory approval, make adjustments, if any, to the number of Optioned Shares
that may be purchased upon exercise of unexercised Options or to the Exercise
Price therefor, or both, as it shall deem appropriate and may amend the Option
Agreements relating to those Options to give effect to such adjustments and may
adjust the maximum number of Optioned Shares available under the Plan as may be
appropriate. If because of a proposed merger, amalgamation or other corporate
arrangement or reorganization, the exchange or replacement of Optioned Shares
for shares or other securities in another company is imminent, the Board of
Directors may, in a fair and equitable manner and subject to prior regulatory
approval, determine the manner in which all unexercised Options granted under
the Plan shall be treated including, for example, requiring the acceleration of
the time for the exercise of such Options by the Participants and of the time
for the fulfilment of any conditions or restrictions on such exercise.
6.10 TERMINATION FOR CAUSE
Subject to paragraph 6.11 and section 7, if a Participant is dismissed
as an officer or employee by the Corporation or by one of its subsidiaries for
cause, all unexercised Options of that Participant under the Plan shall
immediately be deemed to be terminated and shall lapse notwithstanding the
original term of the Option granted to such Participant under the Plan. Nothing
contained in the Plan shall be deemed to give an officer or employee the right
to be retained in the employ of the Corporation, or to interfere with the right
of the Corporation to terminate the employment of an officer or employee at any
time.
6.11 TERMINATION OTHER THAN FOR CAUSE
If a Participant ceases to be a director, officer or employee of the
Corporation or of one of its subsidiaries or ceases to provide consulting or
other services to the Corporation for any reason other than as a result of
having been dismissed for cause as provided in paragraph 6.10 or as a result of
the Participant's death, such Participant shall have the right for a period of
30 days (or until the normal expiry date of the Option rights of such
Participant if earlier) from the date of ceasing to be a director, officer,
employee or provider of services to exercise the Options of such Participant to
the extent they were then exercisable. Upon the expiration of such 30 day
period all unexercised Options of that Participant shall immediately be
terminated notwithstanding the original term of the Option granted to such
Participant under the Plan.
6.12 DECEASED PARTICIPANT
In the event of the death of a Participant, the legal representatives
of the deceased Participant shall have the right for a period of 90 days (or
until the normal expiry date of the Options of such Participant if earlier) from
the date of death of the deceased Participant to exercise the deceased
Participant's Options to the extent they were exercisable on the date of death.
Upon the expiration of such period all unexercised Options of the deceased
Participant
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shall immediately terminate and shall lapse notwithstanding the original term
of the Options granted to the deceased Participant under the Plan.
7. AMENDMENT AND DISCONTINUANCE OF PLAN AND OPTIONS
The Board of Directors may from time to time, subject to any
applicable Securities Laws and any required prior regulatory approval, suspend,
terminate or discontinue the Plan at any time, or amend or revise the terms of
the Plan or of any Option granted 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 Options
previously granted to a Participant under the Plan without the consent of that
Participant.
8. NO FURTHER RIGHTS
Nothing contained in the Plan nor in any Option granted hereunder
shall give any Participant or any other person any interest or title in or to
any Optioned Shares or any rights as a shareholder of the Corporation or any
other legal or equitable right against the Corporation whatsoever other than as
set forth in the Plan and pursuant to the exercise of any Option, nor shall it
confer upon the Participants any right to continue as an employee or executive
of the Corporation or of its subsidiaries.
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SCHEDULE A
STOCK OPTION AGREEMENT
THIS AGREEMENT made as of the _______ day of _____________, 19_____.
BETWEEN:
VISTA GOLD CORP.
709 - 700 West Pender Street
Vancouver, British Columbia
V6C 1G8
(hereinafter called the "Corporation")
AND:
______________________________________
c/o Vista Gold Corp.
709 - 700 West Pender Street
Vancouver, British Columbia
V6C 1G8
(hereinafter called the "Participant")
WITNESSES THAT WHEREAS:
A. The Corporation has established a stock option plan, a copy of which
is annexed as Schedule A (the "Plan");
B. The Participant is a director, officer or employee of the Corporation
or of one of its subsidiaries or a person who provides consulting or other
services to the Corporation and has been designated as a "Participant" under the
Plan by the Board of Directors of the Corporation.
NOW THEREFORE in consideration of the sum of One Dollar now paid by
the Participant to the Corporation (the receipt whereof is hereby acknowledged
by the Corporation) and other good and valuable consideration, it is agreed
between the parties hereto as follows:
1. INTERPRETATION
In this Agreement defined or capitalized words and terms used herein
shall have the meanings ascribed to them in the Plan unless otherwise defined in
this Agreement.
2. GRANT OF OPTION
The Corporation hereby grants to the Participant, subject to the terms
and conditions set forth in the Plan and this Agreement, an irrevocable right
and option (the "Option") to purchase ___________ Common Shares of the
Corporation (the "Optioned Shares") at the price of $____________ per Optioned
Share at any time after the date or dates set forth below with respect to the
number of Optioned Shares shown opposite such date or dates:
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Date No. of Optioned Shares Vested
_______________________ ___________________________________
_______________________ ___________________________________
_______________________ ___________________________________
_______________________ ___________________________________
until the close of business on the _______ day of ____________, _____ (the
"Expiry Date").
3. EXERCISE OF OPTION
The Participant shall have the right to exercise the Option hereby
granted, subject to the terms and conditions set forth in the Plan and the
Agreement, until the Expiry Date at which time the Option hereby granted shall
expire and terminate and be of no further force or effect for those Optioned
Shares in respect of which the Option hereby granted has not been exercised.
4. NO REQUIREMENT TO PURCHASE
Nothing herein contained shall obligate the Participant to purchase
and/or pay for any Optioned Shares except those Optioned Shares in respect of
which the Participant shall have duly and properly exercised his or her Option.
5. SUBJECT TO PLAN
This Agreement shall be subject in all respects to the Plan as the
same shall be amended, revised or discontinued from time to time and all the
terms and conditions of the Plan are hereby incorporated into this Agreement as
if expressly set forth herein and as the same may be amended from time to time.
IN WITNESS WHEREOF this Agreement has been executed by the parties
hereto as of the date first above written.
___________________________________ ___________________________________
Witness Participant's Signature
___________________________________
Participant's Name
(print or type)
VISTA GOLD CORP.
Per:_______________________________
Per:_______________________________
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