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STOCK OPTION AGREEMENT

GOLDEN ARIA CORP.

THIS AGREEMENT is entered into as of the 22nd day of October, 2009 (the “Date of Grant”)

BETWEEN:

GOLDEN ARIA CORP. , a company incorporated pursuant to the laws of the State of Nevada, of Suite 950 1130 West Pender, Vancouver, B.C. V6E 4A4

(the “Company”)

AND:

(the “Optionee”)

WHEREAS:

A.

The Board of Directors of the Company (the “Board”) has approved and adopted the 2008 Stock Option Plan (the “Plan”), pursuant to which the Board is authorized to grant to employees and other selected persons stock options to purchase common shares of the Company (the “Common Stock”);

B.

The Plan provides for the granting of stock options that either (i) are intended to qualify as “Incentive Stock Options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or (ii) do not qualify under Section 422 of the Code (“Non-Qualified Stock Options”); and

C.

The Board has authorized the grant to the Optionee of options to purchase a total of 100,000 shares of Common Stock (the “Options”), which Options are intended to be (select one):

[   ]

Incentive Stock Options;

[ X ]

Non Qualified Stock Options

NOW THEREFORE, the Company agrees to offer to the Optionee the option to purchase, upon the terms and conditions set forth herein and in the Plan, 100,000 shares of Common Stock.  Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Plan.

1.

Exercise Price.  The exercise price of the options shall be US $0.10 per share.

2.

Limitation on the Number of Shares.  If the Options granted hereby are Incentive Stock Options, the number of shares which may be acquired upon exercise thereof is subject to the limitations set forth in Section 5.1 of the Plan.

3.

Vesting Schedule.  The Options shall vest in accordance with Exhibit A.

4.

Options not Transferable.  The Options may not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise) other than by will, by applicable laws of descent and distribution or, in the case of a Non-Qualified Stock Option, pursuant to a qualified domestic relations order, and shall not be subject to execution, attachment or similar process; provided, however , that if the Options represent a Non-Qualified Stock Option, such Option is transferable without payment of consideration to immediate family members of the Optionee or to trusts or partnerships established exclusively for the benefit of the Optionee and Optionee’s immediate family members.  Upon any attempt to transfer, pledge, hypothecate or otherwise dispose of any Option or of any right or privilege conferred by the Plan contrary to the provisions thereof, or upon the sale, levy or attachment or similar process upon the rights and privileges conferred by the Plan, such Option shall thereupon terminate and become null and void.

5.

Investment Intent.  By accepting the Options, the Optionee represents and agrees that none of the shares of Common Stock purchased upon exercise of the Options will be distributed in violation of applicable federal and state laws and regulations.  In addition, the Company may require, as a condition of exercising the Options, that the Optionee execute an undertaking, in such a form as the Company shall reasonably specify, that the Stock is being purchased only for investment and without any then-present intention to sell or distribute such shares.

6.

Termination of Employment and Options.  Vested Options shall terminate, to the extent not previously exercised, upon the occurrence of the first of the following events:

(a)

Expiration.  Five (5) years from the Date of Grant.

(


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