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STOCK OPTION PLAN
FOR:
INTERGOLD CORPORATION
(CHANGING ITS NAME TO LEXINGTON RESOURCES, INC.)
INTERGOLD CORPORATION
(CHANGING ITS NAME TO LEXINGTON RESOURCES, INC.)
435 Martin Street, Suite 2000
Blaine, Washington, U.S.A., 98230
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INTERGOLD CORPORATION
(CHANGING ITS NAME TO LEXINGTON RESOURCES, INC.)
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STOCK OPTION PLAN
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This stock option plan (the "PLAN") is adopted in
consideration of services rendered and to be rendered by key personnel to
Intergold Corporation (changing its name to Lexington Resources, Inc.), its
subsidiaries and affiliates.
1. DEFINITIONS.
The terms used in this Plan shall, unless otherwise indicated
or required by the particular context, have the following meanings:
BOARD: The Board of Directors of Intergold Corporation
(changing its name to Lexington Resources, Inc.).
COMMON STOCK: The U.S. $0.00025 par value common stock of
Intergold Corporation ( changing its name to
Lexington Resources, Inc.).
COMPANY: Intergold Corporation ( changing its name to
Lexington Resources, Inc.), a corporation
incorporated under the laws of the State of
Nevada, U.S.A., and any successors in interest by
merger, operation of law, assignment or purchase
of all or substantially all of the property,
assets or business of the Company.
DATE OF GRANT: The date on which an Option (see hereinbelow) is
granted under the Plan.
FAIR MARKET VALUE: The Fair Market Value of the Option Shares. Such
Fair Market Value as of any date shall be
reasonably determined by the Board; provided,
however, that if there is a public market for the
Common Stock, the Fair Market Value of the Option
Shares as of any date shall not be less than the
closing price for the Common Stock on the last
trading day preceding the date of grant; provided,
further, that if the Company's shares are not
listed on any exchange the Fair Market Value of
such shares shall not be less than the average of
the means between the bid and asked prices quoted
on each such date by any two independent persons
or entities making a market for the Common Stock,
such persons or entities to be selected by the
Board. Fair Market Value shall be determined
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without regard to any restriction other than a
restriction which, by its terms, will never lapse.
INCENTIVE STOCK
OPTION: An Option as described in Section 9 hereinbelow
intended to qualify under section 422 of the
United States INTERNAL REVENUE CODE OF 1986, as
amended.
KEY PERSON: A person designated by the Board upon whose
judgment, initiative and efforts the Company or a
Related Company may rely, who shall include any
Director, Officer, employee or consultant of the
Company. A Key Person may include a corporation
that is wholly-owned and controlled by a Key
Person who is eligible for an Option grant, but in
no other case may the Company grant an option to a
legal entity other than an individual.
OPTION: The rights granted to a Key Person to purchase
Common Stock pursuant to the terms and conditions
of an Option Agreement (see hereinbelow).
OPTION AGREEMENT: The written agreement (and any amendment or
supplement thereto) between the Company and a Key
Person designating the terms and conditions of an
Option.
OPTION SHARES: The shares of Common Stock underlying an Option
granted to a Key Person.
OPTIONEE: A Key Person who has been granted an Option.
RELATED COMPANY: Any subsidiary or affiliate of the Company or of
any subsidiary of the Company. The determination
of whether a corporation is a Related Company
shall be made without regard to whether the entity
or the relationship between the entity and the
Company now exists or comes into existence
hereafter.
2. PURPOSE AND SCOPE.
(a) The purpose of the Plan is to advance the interests of the
Company and its stockholders by affording Key Persons, upon
whose judgment, initiative and efforts the Company may rely
for the successful conduct of their businesses an opportunity
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for investment in the Company and the incentive advantages
inherent in stock ownership in the Company.
(b) This Plan authorizes the Board to grant Options to purchase
shares of Common Stock to Key Persons selected by the Board
while considering criteria such as employment position or
other relationship with the Company, duties and
responsibilities, ability, productivity, length of service or
association, morale, interest in the Company, recommendations
by supervisors and other matters.
3. ADMINISTRATION OF THE PLAN.
The Plan shall be administered by the Board. The Board shall
have the authority granted to it under this section and under each other section
of the Plan.
In accordance with and subject to the provisions of the Plan,
the Board is hereby authorized to provide for the granting, vesting, exercise
and method of exercise of any Options all on such terms (which may vary between
Options and Optionees granted from time to time) as the Board shall determine.
In addition, and without limiting the generality of the foregoing, the Board
shall select the Optionees and shall determine: (i) the number of shares of
Common Stock to be subject to each Option, however, in no event may the maximum
number of shares reserved for any one individual exceed 15% of the issued and
outstanding share capital of the Company; (ii) the time at which each Option is
to be granted; (iii) the purchase price for the Option Shares; (iv) the Option
period; and (v) the manner in which the Option becomes exercisable or
terminated. In addition, the Board shall fix such other terms of each Option as
it may deem necessary or desirable. The Board may determine the form of Option
Agreement to evidence each Option.
The Board from time to time may adopt such rules and
regulations for carrying out the purposes of the Plan as it may deem proper and
in the best interests of the Company subject to the rules and policies of any
exchange or over-the-counter market which is applicable to the Company.
The Board may from time to time make such changes in and
additions to the Plan as it may deem proper, subject to the prior approval of
any exchange or over-the-counter market which is applicable to the Company, and
in the best interests of the Company; provided, however, that no such change or
addition shall impair any Option previously granted under the Plan. If the
shares are not listed on any exchange, then such approval is not necessary.
Each determination, interpretation or other action made or
taken by the Board shall be final, conclusive and binding on all persons,
including without limitation, the Company, the stockholders, directors, officers
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and employees of the Company and the Related Companies, and the Optionees and
their respective successors in interest.
4. THE COMMON STOCK.
Save and except as may be determined by the Board at a duly
constituted meeting of the Board as set forth hereinbelow, the Board is
presently authorized to appropriate, grant Options, issue and sell for the
purposes of the Plan, a total number of shares of the Company's Common Stock not
to exceed 1,000,000, or the number and kind of shares of Common Stock or other
securities which in accordance with Section 10 shall be substituted for the
shares or into which such shares shall be adjusted. Save and except as may
otherwise be determined by the disinterested approval of the shareholders of the
Company at any duly called meeting of the shareholders of the Company, at any
duly constituted Board meeting the Board may determine that the total number of
shares of the Company's Common Stock which may be reserved for issuance for
Options granted and to be granted under this Plan, from time to time, may be to
the maximum extent of up to 100% of the Company's issued and outstanding Common
Stock as at the date of any such meeting of the Board. In this regard, and
subject to the prior disinterested approval of the shareholders of the Company
at any duly called meeting of the shareholders of the Company, the total number
of shares of the Company's Common Stock which may be reserved for issuance for
Options granted and to be granted under this Plan, from time to time, may be
increased to greater than 100% of the Company's issued and outstanding Common
Stock as at the date of notice of any such meeting of the shareholders of the
Company whereat such disinterested shareholders' approval is sought and obtained
by the Company. All or any unissued shares subject to an Option that for any
reason expires or otherwise terminates may again be made subject to Options
under the Plan.
5. ELIGIBILITY.
Options will be granted only to Key Persons. Key Persons may
hold more than one Option under the Plan and may hold Options under the Plan and
options granted pursuant to other plans or otherwise.
6. OPTION PRICE AND NUMBER OF OPTION SHARES.
The Board shall, at the time an Option is granted under this
Plan, fix and determine the exercise price at which Option Shares may be
acquired upon the exercise of such Option; provided, however, that any such
exercise price shall not be less than that, from time to time, permitted under
the rules and policies of any exchange or over-the-counter market which is
applicable to the Company.
The number of Option Shares that may be acquired under an
Option granted to an Optionee under this Plan shall be determined by the Board
as at the time the Option is granted; provided, however, that the aggregate
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number of Option Shares reserved for issuance to any one Optionee under this
Plan, or any other plan of the Company, shall not exceed 28% of the total number
of issued and outstanding Common Stock of the Company.
7. DURATION, VESTING AND EXERCISE OF OPTIONS.
(a) The option period shall commence on the Date of Grant and
shall be up to 10 years in length subject to the
limitations in this Section 7 and the Option Agreement.
(b) During the lifetime of the Optionee the Option shall be
exercisable only by the Optionee. Subject to the limitations
in paragraph (a) hereinabove, any Option held by an Optionee
at the time of his death may be exercised by his estate within
one year of his death or such longer period as the Board may
determine.
(c) The Board may determine whether an Option shall be exercisable
at any time during the option period as provided in paragraph
(a) of this Section 7 or whether the Option shall be
exercisable in installments or by vesting only. If the Board
determines the latter it shall determine the number of
installments or vesting provisions and the percentage of the
Option exercisable at each installment or vesting date. In
addition, all such installments or vesting shall be
cumulative. In this regard the Company will be subject, at all
times, to any rules and policies of any exchange or
over-the-counter market which is applicable to the Company and
respecting any such required installment or vesting provisions
for certain or all Optionees.
(d) In the case of an Optionee who is a director or officer of the
Company or a Related Company, if, for any reason (other than
death or removal by the Company or a Related Company), the
Optionee ceases to serve in that position for either the
Company or a Related Company, any option held by the Optionee
at the time such position ceases or terminates may, at the
sole discretion of the Board, be exercised within up to 90
calendar days after the effective date that his position
ceases or terminates (subject to the limitations at paragraph
(a) hereinabove), but only to the extent that the option was
exercisable according to its terms on the date the Optionee's
position ceased or terminated. After such 90-day period any
unexercised portion of an Option shall expire.
(e) In the case of an Optionee who is an employee or consultant of
the Company or a Related Company, if, for any reason (other
than death or termination for cause by the Company or a
Related Company), the Optionee ceases to be employed by either
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the Company or a Related Company, any option held by the
Optionee at the time his employment ceases or terminates may,
at the sole discretion of the Board, be exercised within up to
60 calendar days (or up to 30 calendar days where the Optionee
provided only investor relations services to the Company or a
Related Company) after the effective date that his employment
ceased or terminated (that being up to 60 calendar days (or up
to 30 calendar days) from the date that, having previously
provided to or received from the Company a notice of such
cessation or termination, as the case may be, the cessation or
termination becomes effective; and subject to the limitations
at paragraph (a) hereinabove), but only to the extent that the
option was exercisable according to its terms on the date the
Optionee's employment ceased or terminated. After such 60-day
(or 30-day) period any unexercised portion of an Option shall
expire.
(f) In the case of an Optionee who is an employee or consultant of
the Company or a Related Company, if the Optionee's employment
by the Company or a Related Company ceases due to the
Company's termination of such Optionee's employment for cause,
any unexercised portion of any Option held by the Optionee
shall immediately expire. For this purpose "cause" shall mean
conviction of a felony or continued failure, after notice, by
the Optionee to perform fully and adequately the Optionee's
duties.
(g) Neither the selection of any Key Person as an Optionee nor the
granting of an Option to any Optionee under this Plan shall
confer upon the Optionee any right to continue as a director,
officer, employee or consultant of the Company or a Related
Company, as the case may be, or be construed as a guarantee
that the Optionee will continue as a director, officer,
employee or consultant of the Company or a Related Company, as
the case may be.
(h) Each Option shall be exercised in whole or in part by
delivering to the office of the Treasurer of the Company
written notice of the number of shares with respect to which
the Option is to be exercised and by paying in full the
purchase price for the Option Shares purchased as set forth in
Section 8.
8. PAYMENT FOR OPTION SHARES.
In the case of all Option exercises, the purchase price shall
be paid in cash or certified funds upon exercise of the Option.
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9. INCENTIVE STOCK OPTIONS.
(a) The Board may, from time to time, and subject to the
provisions of this Plan and such other terms and conditions as
the Board may prescribe, grant to any Key Person who is an
employee eligible to receive Options one or more Incentive
Stock Options to purchase the number of shares of Common Stock
allotted by the Board.
(b) The Option price per share of Common Stock deliverable upon
the exercise of an Incentive Stock Option shall be no less
than the Fair Market Value of a share of Common Stock on the
Date of Grant of the Incentive Stock Option.
(c) The Option term of each Incentive Stock Option shall be
determined by the Board and shall be set forth in the Option
Agreement, provided that the Option term shall commence no
sooner than from the Date of Grant and shall terminate no
later than 10 years from the Date of Grant and shall be
subject to possible early termination as set forth in Section
7 hereinabove.
10. CHANGES IN COMMON STOCK, ADJUSTMENTS, ETC.
In the event that each of the outstanding shares of Common
Stock (other than shares held by dissenting stockholders which are not changed
or exchanged) should be changed into, or exchanged for, a different number or
kind of shares of stock or other securities of the Company, or, if further
changes or exchanges of any stock or other securities into which the Common
Stock shall have been changed, or for which it shall have been exchanged, shall
be made (whether by reason of merger, consolidation, reorganization,
recapitalization, stock dividends, reclassification, split-up, combination of
shares or otherwise), then there shall be substituted for each share of Common
Stock that is subject to the Plan, the number and kind of shares of stock or
other securities into which each outstanding share of Common Stock (other than
shares held by dissenting stockholders which are not changed or exchanged) shall
be so changed or for which each outstanding share of Common Stock (other than
shares held by dissenting stockholders) shall be so changed or for which each
such share shall be exchanged. Any securities so substituted shall be subject to
similar successive adjustments.
In the event of any such changes or exchanges, the Board shall
determine whether, in order to prevent dilution or enlargement of rights, an
adjustment should be made in the number, kind, or option price of the shares or
other securities then subject to an Option or Options granted pursuant to the
Plan and the Board shall make any such adjustment, and such adjustments shall be
made and shall be effective and binding for all purposes of the Plan.
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11. RELATIONSHIP OF EMPLOYMENT.
Nothing contained in the Plan, or in any Option granted
pursuant to the Plan, shall confer upon any Optionee any right with respect to
employment by the Company, or interfere in any way with the right of the Company
to terminate the Optionee's employment or services at any time.
12. NON-TRANSFERABILITY OF OPTION.
No Option granted under the Plan shall be transferable by the
Optionee, either voluntarily or involuntarily, except by will or the laws of
descent and distribution, and any attempt to do so shall be null and void.
13. RIGHTS AS A STOCKHOLDER.
No person shall have any rights as a stockholder with respect
to any share covered by an Option until that person shall become the holder of
record of such share and, except as provided in Section 10, no adjustments shall
be made for dividends or other distributions or other rights as to which there
is an earlier record date.
14. SECURITIES LAWS REQUIREMENTS.
No Option Shares shall be issued unless and until, in the
opinion of the Company, any applicable registration requirements of the United
States SECURITIES ACT OF 1933, as amended, any applicable listing requirements
of any securities exchange on which stock of the same class is then listed, and
any other requirements of law or of any regulatory bodies having jurisdiction
over such issuance and delivery, have been fully complied with. Each Option and
each Option Share certificate may be imprinted with legends reflecting federal
and state securities laws restrictions and conditions, and the Company may
comply therewith and issue "stop transfer" instructions to its transfer agent
and registrar in good faith without liability.
15. DISPOSITION OF OPTION SHARES.
Each Optionee, as a condition of exercise, shall represent,
warrant and agree, in a form of written certificate approved by the Company, as
follows: (i) that all Option Shares are being acquired solely for his own
account and not on behalf of any other person or entity; (ii) that no Option
Shares will be sold or otherwise distributed in violation of the United States
SECURITIES ACT OF 1933, as amended, or any other applicable federal or state
securities laws; (iii) that if he is subject to reporting requirements under
Section 16(a) of the United States SECURITIES EXCHANGE ACT OF 1934, as amended,
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he will (a) furnish the Company with a copy of each Form 4 filed by him and (b)
timely file all reports required under the federal securities laws; and (iv)
that he will report all sales of Option Shares to the Company in writing on a
form prescribed by the Company.
16. EFFECTIVE DATE OF PLAN; TERMINATION DATE OF PLAN.
The Plan shall be deemed effective as of June 23, 2003. The
Plan shall terminate at midnight on June 23, 2013 except as to Options
previously granted and outstanding under the Plan at the time. No Options shall
be granted after the date on which the Plan terminates. The Plan may be
abandoned or terminated at any earlier time by the Board, except with respect to
any Options then outstanding under the Plan.
17. OTHER PROVISIONS.
The following provisions are also in effect under the Plan:
(a) the use of a masculine gender in the Plan shall also include
within its meaning the feminine, and the singular may include
the plural, and the plural may include the singular, unless
the context clearly indicates to the contrary;
(b) any expenses of administering the Plan shall be borne by the
Company;
(c) this Plan shall be construed to be in addition to any and all
other compensation plans or programs. The adoption of the Plan
by the Board shall not be construed as creating any
limitations on the power or authority of the Board to adopt
such other additional incentive or other compensation
arrangements as the Board may deem necessary or desirable; and
(d) the validity, construction, interpretation, administration and
effect of the Plan and of its rules and regulations, and the
rights of any and all personnel having or claiming to have an
interest therein or thereunder shall be governed by and
determined exclusively and solely in accordance with the laws
of the State of Nevada, U.S.A.
This Plan is dated and made effective as approved by the
shareholders of the Company on this 23rd day of June, 2003 and as amended and
approved by the Board of Directors on November 19, 2003.
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BY ORDER OF THE BOARD OF DIRECTORS OF
INTERGOLD CORPORATION
(CHANGING ITS NAME TO LEXINGTON RESOURCES, INC.)
Per:
"GRANT ATKINS"
GRANT ATKINS
President and a Director
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