EXHIBIT 4.108
AMADOR GOLD CORP.
(the "Company")
2006 STOCK OPTION PLAN
1. PURPOSE
The purpose of the Plan is to provide an incentive to the directors, officers,
employees, consultants and other personnel of the Company or any of its
subsidiaries to achieve the longer-term objectives of the Company; to give
suitable recognition to the ability and industry of such persons who contribute
materially to the success of the Company; and to attract to and retain in the
employ of the Company or any of its subsidiaries, persons of experience and
ability, by providing them with the opportunity to acquire an increased
proprietary interest in the Company.
2. DEFINITIONS AND INTERPRETATION
When used in this Plan, unless there is something in the subject matter or
context inconsistent therewith, the following words and terms shall have the
respective meanings ascribed to them as follows:
(a) "BOARD OF DIRECTORS" means the Board of Directors of the
Company;
(b) "COMMON SHARES" means common shares in the capital of the
Company and any shares or units of the Company into which such
common shares are changed, converted, subdivided, consolidated
or reclassified;
(c) "COMPANY" means AMADOR GOLD CORP. and any successor company
and any reference herein to action by the Company means action
by or under the authority of its Board of Directors or as a
duly empowered committee appointed by the Board of Directors;
(d) "DISCOUNTED MARKET PRICE" means the last per share closing
price for the Common Shares on the Exchange before the date of
grant of an Option, less any applicable discount under
Exchange Policies;
(e) "EXCHANGE" means the TSX Venture Exchange or any other stock
exchange on which the Common Shares are listed;
(f) "EXCHANGE POLICIES" means the policies of the Exchange,
including those set forth in the Corporate Finance Manual of
the Exchange.
(g) "INSIDER" has the meaning ascribed thereto in Exchange
Policies;
(h) "OPTION" means an option granted by the Corporate to an
Optionee entitling such Optionee to acquire a designated
number of Common Shares from treasury at a price determined by
the Board of Directors;
(i) "OPTION PERIOD" means the period determined by the Board of
Directors during which an Optionee may exercise an Option, not
to exceed the maximum period permitted by the Exchange, which
maximum period is presently five (5) years from the date the
Option is granted based on the Company being a Tier 2 Issuer
under Exchange Policies.
(j) "OPTIONEE" means a person who is a director, officer,
employee, consultant or other personnel of the Company or a
subsidiary of the Company; a company wholly-owned by such
persons; or any other individual or body corporate who may be
granted an option pursuant to the requirements of the
Exchange, who is granted an Option pursuant to this Plan; and
(k) "PLAN" shall mean the Company's incentive stock option plan as
embodied herein and as from time to time amended.
Wherever the singular or masculine is used in this Plan, the same shall be
construed as meaning the plural or feminine or body corporate and vice versa,
where the context or the parties so require.
3. ADMINISTRATION
The Plan shall be administered by the Board of Directors. The Board of Directors
shall have full and final discretion to interpret the provisions of the Plan and
to prescribe, amend, rescind and waive rules and regulations to govern the
administration and operation of the Plan. All decisions and interpretations made
by the Board of Directors shall be binding and conclusive upon the Company and
on all persons eligible to participate in the Plan, subject to shareholder
approval if required by the Exchange. Notwithstanding the foregoing or any other
provision contained herein, the Board of Directors shall have the right to
delegate the administration and operation of the Plan to a special committee of
directors appointed from time to time by the Board of Directors, in which case
all references herein to the Board of Directors shall be deemed to refer to such
committee.
4. ELIGIBILITY
The Board of Directors may at any time and from time to time designate those
Optionees who are to be granted an Option pursuant to the Plan and grant an
Option to such Optionee. Subject to Exchange Policies and the limitations
contained herein, the Board of Directors is authorized to provide for the grant
and exercise of Options on such terms (which may vary as between Options) as it
shall determine. No Option shall be granted to any person except upon
recommendation of the Board of Directors. A person who has been granted an
Option may, if he is otherwise eligible and if permitted by Exchange Policies,
be granted an additional Option or Options if the Board of Directors shall so
determine. Subject to Exchange Policies, the Company shall represent that the
Optionee is a bona fide Employee, Consultant or Management Company Employee (as
such terms are defined in Exchange Policies) in respect of Options granted to
such Optionees.
5. PARTICIPATION
Participation in the Plan shall be entirely voluntary and any decision not to
participate shall not affect an Optionee's relationship or employment with the
Company.
Notwithstanding any express or implied term of this Plan or any Option to the
contrary, the granting of an Option pursuant to the Plan shall in no way be
construed as conferring on any Optionee any right with respect to continuance as
a director, officer, employee or consultant of the Company or any subsidiary of
the Company.
Options shall not be affected by any change of employment of the Optionee or by
the Optionee ceasing to be a director or officer of or a consultant to the
Company or any of its subsidiaries, where the Optionee at the same time becomes
or continues to be a director, officer or full-time employee of or a consultant
to the Company or any of its subsidiaries.
No Optionee shall have any of the rights of a shareholder of the Company in
respect to Common Shares issuable on exercise of an Option until such Common
Shares shall have been paid for in full and issued by the Company on exercise of
the Option, pursuant to this Plan.
6. COMMON SHARES SUBJECT TO OPTIONS
The number of authorized but unissued Common Shares that may be issued upon the
exercise of Options granted under the Plan at any time plus the number of Common
Shares reserved for issuance under
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outstanding incentive stock options otherwise granted by the Company shall not
exceed 10% of the issued and outstanding Common Shares on a non-diluted basis at
any time, and such aggregate number of Common Shares shall increase or decrease
as the number of issued and outstanding Common Shares changes. The Options
granted under the Plan together with all of the Company's other previously
established stock option plans or grants, shall not result at any time in the
grant to any one (1) Optionee within a twelve month period, of a number of
Options exceeding 5% of the issued and outstanding Common Shares.
Subject to Exchange Policies, the aggregate number of Common Shares reserved for
issuance to any one (1) Optionee under Options granted in any 12 month period
shall not exceed 5% of the issued and outstanding Common Shares determined at
the date of grant. No more than 2% of the issued and outstanding Common Shares
may be granted to any one Consultant in any 12 month period and no more than an
aggregate of 2% of the issued and outstanding Common Shares may be granted to an
Employee conducting Investor Relations Activities (as such terms are defined in
Exchange Policies). Options issued to Consultants or Employees performing
Investor Relations Activities must vest in stages over 12 months with no more
than 1/4 of the options vesting in any three-month period.
Appropriate adjustments shall be made as set forth in Section 14 hereof, in both
the number of Common Shares covered by individual grants and the total number of
Common Shares authorized to be issued hereunder, to give effect to any relevant
changes in the capitalization of the Company.
If any Option granted hereunder shall expire or terminate for any reason without
having been exercised in full, the unpurchased Common Shares subject thereto
shall again be available for the purpose of the Plan.
7. OPTION AGREEMENT
A written agreement will be entered into between the Company and each Optionee
to whom an Option is granted hereunder, which agreement will set out the number
of Common Shares subject to option, the exercise price and any other terms and
conditions approved by the
Board of Directors, all in accordance with the provisions of this Plan (herein
referred to as the "STOCK OPTION AGREEMENT"). The Stock Option Agreement will be
in such form as the Board of Directors may from time to time approve, and may
contain such terms as may be considered necessary in order that the Option will
comply with any provisions respecting options in the income tax or other laws in
force in any country or jurisdiction of which the Optionee may from time to time
be a resident or citizen or the rules of any regulatory body having jurisdiction
over the Company.
8. OPTION PERIOD AND EXERCISE PRICE
Each Option and all rights thereunder shall be expressed to expire on the date
set out in the respective Stock Option Agreement, which shall be the date of the
expiry of the Option Period (the "Expiry Date"), subject to earlier termination
as provided in Section 10 and I1 hereof.
Subject to Exchange Policies and any limitations imposed by any relevant
regulatory authority, the exercise price of an Option granted under the Plan
shall be as determined by the Board of Directors when such Option is granted and
shall be an amount at least equal to the Discounted Market Price of the Common
Shares.
9. EXERCISE OF OPTIONS
An Optionee shall be entitled to exercise an Option granted to him at any time
prior to the expiry of the Option Period, subject to Sections 10 and 11 hereof
and to vesting limitations which may be imposed by the Board of Directors
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at the time such Option is granted. Subject to Exchange Policies, the Board of
Directors may, in its sole discretion, determine the time during which an Option
shall vest and the method of vesting, or that no vesting restriction shall
exist.
The exercise of any Option will be conditional upon receipt by the Company at
its head office of a written notice of exercise, specifying the number of Common
Shares in respect of which the Option is being exercise, accompanied by cash
payment, certified cheques or bank draft for the full purchase price of such
Common Shares with respect to which the Option is being exercised.
10. CEASING TO BE A DIRECTOR, OFFICER, EMPLOYEE OR CONSULTANT
If an Optionee ceases to be a director, officer, employee or consultant of the
Company or its subsidiaries for any reason other than death, the Optionee may,
but only within ninety (90) days after the Optionee's ceasing to be a director,
officer, employee or consultant (or 30 days in the case of an Optionee engaged
in Investor Relations Activities) or prior to the expiry of the Option Period,
whichever is earlier, exercise any Option held by the Optionee, but only to the
extent that the Optionee was entitled to exercise the Option at the date of such
cessation. For greater certainty, any Optionee who is deemed to be an employee
of the Company pursuant to any medical or disability plan of the Company shall
be deemed to be an employee for the purposes of the Plan.
11. DEATH OF OPTIONEE
In the event of the death of an Optionee, the Option previously granted to him
shall be exercisable within one (1) year following the date of the death of the
Optionee or prior to the expiry of the Option Period, whichever is earlier, and
then only:
(a) by the person or persons to whom the Optionee's rights under
the Option shall pass by the Optionee's will or the laws of
descent and distribution, or by the Optionee's legal personal
representative; and
(b) to the extent that the Optionee was entitled to exercise the
Option at the date of the Optionee's death.
12. OPTIONEE'S RIGHTS NOT TRANSFERABLE
No right or interest of any Optionee in or under the Plan is assignable or
transferable, in whole or in part, either directly or by operation of law or
otherwise in any manner except by bequeath or the laws of descent and
distribution, subject to the requirements of the Exchange, or as otherwise
allowed by the Exchange.
Subject to the foregoing, the terms of the Plan shall bind the Company and its
successors and assigns, and each Optionee and his heirs, executors,
administrators and personal representatives.
13. TAKEOVER OR CHANGE OF CONTROL
The Company shall have the power, in the event of.
(a) any disposition of all or substantially all of the assets of
the Company, or the dissolution, merger, amalgamation or
consolidation of the Company with or into any other company or
of such company into the Company, or
(b) any change in control of the Company,
to make such arrangements as it shall deem appropriate for the exercise of
outstanding Options or continuance of outstanding Options, including without
limitation, to amend any Stock Option Agreement to permit the exercise of any or
all of the remaining Options prior to the completion of any such transaction. If
the Company shall exercise such power, the Option shall be deemed to have been
amended to permit the
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exercise thereof in whole or in part by the Optionee at any time or from time to
time as determined by the Company prior to the completion of such transaction.
14. ANTI-DILUTION OF THE OPTION
In the event of-
(a) any subdivision, redivision or change of the Common Shares at
any time during the term of the Option into a greater number
of Common Shares, the Company shall deliver, at the time of
any exercise thereafter of the Option, such number of Common
Shares as would have resulted from such subdivision,
redivision or change if the exercise of the Option had been
made prior to the date of such subdivision, redivision or
change;
(b) any consolidation or change of the Common Shares at any time
during the term of the Option into a lesser number of Common
Shares, the number of Common Shares deliverable by the Company
on any exercise thereafter of the Option shall be reduced to
such number of Common Shares as would have resulted from such
consolidation or change if the exercise of the Option had been
made prior to the date of such consolidation or change;
(c) any reclassification of the Common Shares at any time
outstanding or change of the Common Shares into other shares,
or in case of the consolidation, amalgamation or merger of the
Company with or into any other company (other than a
consolidation, amalgamation or merger which does not result in
a reclassification of the outstanding Common Shares or a
change of the Common Shares into other shares), or in case of
any transfer of the undertaking or assets of the Company as an
entirety or substantially as an entirety to another company,
at any time during the term of the Option, the Optionee shall
be entitled to receive, and shall accept, in lieu of the
number of Common Shares to which he was theretofore entitled
upon exercise of the Option, the kind and amount of shares and
other securities or property which such holder would have been
entitled to receive as a result of such reclassification,
change, consolidation, amalgamation, merger or transfer if, on
the effective date thereof, he had been the holder of the
number of Common Shares to which he was entitled upon exercise
of the Option.
Adjustments shall be made successively whenever any event referred to in this
section shall occur. For greater certainty, the Optionee shall pay for the
number of shares, other securities or property as aforesaid, the amount the
Optionee would have paid if the Optionee had exercised the Option prior to the
effective date of such subdivision, redivision, consolidation or change of the
Common Shares or such reclassification, consolidation, amalgamation, merger or
transfer, as the case may be.
15. COSTS
The Company shall pay all costs of administering the Plan.
16. TERMINATION AND AMENDMENT
(a) The Board of Directors may amend or terminate this Plan or any
outstanding Option granted hereunder at any time without the
approval of the shareholders of the Company or any Optionee
whose Option is amended or terminated, in order to conform
this Plan or such Option, as the case may be, to applicable
law or regulation or the requirements of the Exchange or any
relevant regulatory authority, whether or not such amendment
or termination would affect any accrued rights, subject to the
approval of the Exchange or such regulatory authority.
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(b) The Board of Directors may amend or terminate this Plan or any
outstanding Option granted hereunder for any reason other than
the reasons set forth in Section 16(a) hereof, subject to the
approval of the Exchange or any relevant regulatory authority
and the approval of the shareholders of the Company if
required by the Exchange or such regulatory authority. Subject
to Exchange Policies, disinterested shareholder approval will
be obtained for any reduction in the exercise price of an
Option if the Optionee is an Insider of the Company at the
time of the proposed amendment. No such amendment or
termination will, without the consent of an Optionee, alter or
impair any rights which have accrued to him prior to the
effective date thereof.
(c) The Plan, and any amendments thereto, shall be subject to
acceptance and approval by the Exchange. Any Options granted
prior to such approval and acceptance shall be conditional
upon such approval and acceptance being given and no such
Options may be exercised unless and until such approval and
acceptance are given.
17. APPLICABLE LAW
This Plan shall be governed by, administered and construed in accordance with
the laws of the Province of British Columbia and the laws of Canada applicable
therein.
18. PRIOR PLANS
The Plan shall entirely replace and supersede prior stock option plans, if any,
enacted by the Company.
19. EFFECTIVE DATE
This plan shall become effective as of and from, and the effective date of the
Plan shall be MARCH 22, 2006, upon all necessary shareholder and regulatory
approvals.
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