Form of Director Option Agreement



 Exhibit 10.25 

 

					
	



	 		  	 370 17th Street, Suite 3800
 Denver, CO 80202
 303-784-5350


 November 10, 2012 
 Dear [            ]: 

We are pleased to advise you that on October 30, 2012, the Board of Directors (the “Board”) of Sunshine Silver
Mines Corporation (the “Company”) approved the grant to you of Options (as defined in the Company’s Long Term Incentive Plan) to purchase a total of 14,304 shares of the Company’s common stock (such grant, your
“Director Grant”) at an exercise price of $13.83, as set forth in the Nonqualified Stock Option Agreement attached as Exhibit A (the “Option Agreement”). 

The table below sets forth the calculation of Options awarded under your Director Grant. As indicated in the table, your 2012 Director
Grant is comprised of three components. First, upon election to the Board, each non-employee director of Sunshine Silver will receive an Initial Nonqualified Stock Option award to purchase a number of shares of common stock of the Company such that
the Black Sholes value of the award is $100,000. Second, for services performed for the year beginning October 2011-2012, each non-employee director of the Company will receive an Annual Grant Nonqualified Stock Option award to purchase a number of
shares of common stock of the Company such that the Black Sholes value of the award is $100,000. Third, for services performed during the period between October 30, 2012 and the next annual meeting of stockholders in May 2013, each non-employee
director will receive an prorated Annual Nonqualified Stock Option award to purchase a number of shares of common stock of the Company such that the Black Sholes value of the award is equal to $100,000 (i) divided by 12, and
(ii) multiplied by the number of months from the Grant Date to the next annual meeting of stockholders. The Black-Scholes calculation for each portion is indicated in the table below. In addition, on October 30, 2012, the Board determined
that the 2012 Director Grants should be split into two equal tranches, with the first 50% tranche covered by this Director Grant granted on October 30, 2012. The second 50% tranche is not covered by this Director Grant, and will be calculated
and awarded to all directors in January 2013. The vesting schedule for this Director Grant is set out in your Option Agreement. Generally, your Initial Option Award and your 2011-12 Annual Option Award are fully vested and exercisable upon the date
of grant, and your prorated 2012-13 Annual Option Award will vest monthly as indicated in your Option Agreement. 
 As a result, your Director
Grant was calculated as follows: 
  

																									
	Award	  	 Director

Award

Amount
	 	  	 October 30,

2012 50%

Award
	 	 	 2012-2013

Award

Proration

(7 months)
	 	 	Value	 	  	 Black
 Scholes
 Value
	 	  	Number	 
	 	  	(a)	 	  	(b)	 	 	(c)	 	 	(d=a*b*c)	 	  	(e)	 	  	(f=d/e)	 
	 Initial Option Award
	  	$	100,000	  	  	 	50	% 	 				 	 	50,000	  	  	 	9.03	  	  	 	5,537	  
	 2011-2012 Award
	  	$	100,000	  	  	 	50	% 	 				 	 	50,000	  	  	 	9.03	  	  	 	5,537	  
	 2012-2013 Award
	  	$	100,000	  	  	 	50	% 	 	 	58	% 	 	 	29,167	  	  	 	9.03	  	  	 	3,230	  
		  				  				 				 				  				  	  
	  
	 
	 Total
	  				  				 				 				  				  	 	14,304	  








 To acknowledge your Board Grant, please execute your Option Agreement and sign this letter as indicated
below, and return a copy to Sunshine Silver Mines Corporation’s General Counsel, Jeff Reeser, via email (jreeser@ssmines.com) or at the letterhead address indicated above. 

We appreciate your ongoing dedication and guidance in helping the Company achieve its objective of becoming the leading silver mining
company in North America. 
  

			
	Sunshine Silver Mines Corporation
		
	By:	 	 
		 	Name: Stephen A. Orr
		 	Title:   Executive Chairman and CEO


  

	
	ACCEPTED AND AGREED:
	
	  

	Optionee