exv10w8



 





Exhibit 10.8




[Grant Date]




[Grantee Name]

[Address]




NON-QUALIFIED

STOCK OPTION AGREEMENT




Dear [Grantee Name]:




     You are hereby notified that the Board of Directors of Canyon Resources Corporation (the
“Corporation”) has granted you an option to purchase Canyon Common Stock pursuant to the Amended
and Restated Non-Qualified Stock Option Plan.



     The option granted to you is to purchase [#] shares of the $.01 par value common stock of the
Corporation at the price of [Strike Price $] per share. The date of grant of this option is the
effective date of this notice. Your option may not be exercised for twelve months from the date of
grant, except in the event of your death. The term of your option is five years from the date of
grant, and shall expire on midnight, [Expiry Date], although the option may be terminated earlier
as set forth in the Plan.



     Enclosed is a copy of the Plan governing the option granted to you. You should read the Plan
carefully since your option is in all respects limited and conditioned as provided in the Plan
including, but not limited to, the following:




	 	a)	 	Should your services as a consultant or director be terminated for any
reason other than death, for cause, or due to a merger or amalgamation of the
Corporation, any options granted to you under the Plan which have not been exercised
shall expire 90 days after the effective date of such termination and shall be
exercisable during such 90-day period only to the extent they were exercisable on
the effective date of termination. If your employment terminates because of death,
your option may be exercised by your estate in full for six months after such death.
If your services as a consultant or director are terminated for cause, any
unexercised portion of your option shall immediately expire. Should your services as
a consultant or director be terminated due to a merger or amalgamation of the
Corporation, these options granted to you on [Grant Date], shall survive and remain
exercisable for their full five-year term.










 









 











Non-Qualified Stock Option Agreement

Page 2

[Grant Date]





	 	b)	 	You shall not, by reason of this option, have any rights of a stockholder of
the Corporation until the date of the issuance of a stock certificate to you for such
shares.
	 
	 	c)	 	Your option granted under the Plan shall be exercisable during your lifetime
only by you. It shall not be transferable by you otherwise than by will or as
determined by the laws of descent and distribution.





     Also enclosed is a copy of the Corporation’s Amended Prospectus dated November 16, 2004,
pertaining to the registration under the federal securities laws, of certain shares of common stock
to be issued pursuant to options granted pursuant to the Plan.



     Upon exercise of a stock option, it is the responsibility of the optionee to comply with any
applicable SEC Rule 16(b) reporting requirements.



     At the time or times when you wish to exercise your option in whole, or in part, you shall
deliver a written notice of such election to the Corporation, either in person or by certified
mail, stating the number of shares with respect to which option is being exercised, and by paying,
in full, the purchase price for the options shares purchased. Payment must be made in full by cash
or certified check. If the above procedures meet with your approval, please acknowledge receipt of
a copy of the Plan and the Prospectus and indicate your acceptance of the copy of this letter in
the space provided below and return it to the Corporation in person or by certified mail.



     The effective date of this agreement is [Grant Date].



	 	 	 	 	 
	 	CANYON RESOURCES CORPORATION

 	 
	 	By:  	 	 
	 	 	James K. B. Hesketh 	 
	 	 	President & CEO 	 
	 




     I, [Grantee Name], received a copy of the Amended and Restated Non-Qualified Stock Option Plan
and the Prospectus, dated November 16, 2004, covering the shares to be issued thereunder and I
accept and agree by all of the terms thereof.



     Dated this            day of            , 20_.




 
[Grantee Name]