ex10-2.htm


     

    
      

      
STOCK
      OPTION AGREEMENT

    
       

      GOLDEN
        ARIA CORP.

       

       

      THIS
        AGREEMENT is entered into as of the _______ day of __________________, 20___
        (the “Date of Grant”)

       

      BETWEEN:

       

      GOLDEN
        ARIA CORP., a company incorporated pursuant to the laws of the State of
        Nevada, of 407 – 700 West Pender Street, Vancouver, British Columbia, V6C
        1G8

       

      (the
        “Company”)

       

      AND:

       

      __________________,
        of ________________________________

       

      (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
        __________________ shares of Common Stock (the “Options”), which Options are
        intended to be (select one):

       

      [   ]           Incentive
        Stock Options;

      [   ]           on
        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,
        __________________ 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$_______ per
        share.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      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.

              


      

       

      
        	
                (b)  

              	
                Termination
                  for Cause.  The date of the first discovery by the Company
                  of any reason for the termination of an Optionee’s employment or
                  contractual relationship with the Company or any related company
                  for cause
                  (as determined in the sole discretion of the Plan Administrator),
                  and, if
                  an Optionee’s employment is suspended pending any investigation by the
                  Company as to whether the Optionee’s employment should be terminated for
                  cause, the Optionee’s rights under this Agreement and the Plan shall
                  likewise be suspended during the period of any such
                  investigation.

              


      

       

      
        	
                (c)  

              	
                Termination
                  Due to Death or Disability.  The expiration of one (1) year
                  from the date of the death of the Optionee or cessation of an Optionee’s
                  employment or contractual relationship by reason of disability
                  (as defined
                  in Section 5.1(g) of the Plan).  If an Optionee’s employment or
                  contractual relationship is terminated by death, any Option held
                  by the
                  Optionee shall be exercisable only by the person or persons to
                  whom such
                  Optionee’s rights under such Option shall pass by the Optionee’s will or
                  by the laws of descent and
                  distribution.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
        	
                (d)  

              	
                Termination
                  for Any Other Reason.  The expiration of three (3) months
                  from the date of an Optionee’s termination of employment or contractual
                  relationship with the Company or any Related Corporation for any
                  reason
                  whatsoever other than termination of service as a director, cause,
                  death
                  or Disability (as defined in Section 5.1(g) of the
                  Plan).

              


      

       

      Each
        unvested Option granted pursuant hereto shall terminate immediately upon
        termination of the Optionee’s employment or contractual relationship with the
        Company for any reason whatsoever, including Disability unless vesting is
        accelerated in accordance with Section 5.1(f) of the Plan.

       

      7.  Stock.
        In the case of any stock split, stock dividend or like change in the nature
        of
        shares of Stock covered by this Agreement, the number of shares and exercise
        price shall be proportionately adjusted as set forth in Section 5.1(m) of
        the
        Plan.

       

      8.  Exercise
        of Option.  Options shall be exercisable, in full or in part, at
        any time after vesting, until termination; provided, however, that any
        Optionee who is subject to the reporting and liability provisions of Section
        16
        of the Securities Exchange Act of 1934 with respect to the Common Stock
        shall be precluded from selling or transferring any Common Stock or other
        security underlying an Option during the six (6) months immediately following
        the grant of that Option.  If less than all of the shares included in
        the vested portion of any Option are purchased, the remainder may be purchased
        at any subsequent time prior to the expiration of the Option term.  No
        portion of any Option for less than fifty (50) shares (as adjusted pursuant
        to
        Section 5.1(m) of the Plan) may be exercised; provided, that if the vested
        portion of any Option is less than fifty (50) shares, it may be exercised
        with
        respect to all shares for which it is vested.  Only whole shares may
        be issued pursuant to an Option, and to the extent that an Option covers
        less
        than one (1) share, it is unexercisable.

       

      Each
        exercise of the Option shall be by means of delivery of a notice of election
        to
        exercise (which may be in the form attached hereto as Exhibit B) to the
        President of the Company at its principal executive office, specifying the
        number of shares of Common Stock to be purchased and accompanied by payment
        in
        cash by certified check or cashier’s check in the amount of the full exercise
        price for the Common Stock to be purchased.  In addition to payment in
        cash by certified check or cashier’s check, an Optionee or transferee of an
        Option may pay for all or any portion of the aggregate exercise price by
        complying with one or more of the following alternatives:

       

      
        	
                (a)  

              	
                by
                  delivering to the Company shares of Common Stock previously held
                  by such
                  person, duly endorsed for transfer to the Company, or by the Company
                  withholding shares of Common Stock otherwise deliverable pursuant
                  to
                  exercise of the Option, which shares of Common Stock received or
                  withheld
                  shall have a fair market value at the date of exercise (as determined
                  by
                  the Plan Administrator) equal to the aggregate purchase price to
                  be paid
                  by the Optionee upon such exercise;
                  or

              


      

       

      
        	
                (b)  

              	
                by
                  complying with any other payment mechanism approved by the Plan
                  Administrator at the time of
                  exercise.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      It
        is a
        condition precedent to the issuance of shares of Common Stock that the Optionee
        execute and/or deliver to the Company all documents and withholding taxes
        required in accordance with Section 5.1 of the Plan.

       

      9.  Holding
        period for Incentive Stock Options.  In order to obtain the tax
        treatment provided for Incentive Stock Options by Section 422 of the Code,
        the
        shares of Common Stock received upon exercising any Incentive Stock Options
        received pursuant to this Agreement must be sold, if at all, after a date
        which
        is later of two (2) years from the date of this agreement is entered into
        or one
        (1) year from the date upon which the Options are exercised.  The
        Optionee agrees to report sales of shares prior to the above determined date
        to
        the Company within one (1) business day after such sale is
        concluded.  The Optionee also agrees to pay to the Company, within
        five (5) business days after such sale is concluded, the amount necessary
        for
        the Company to satisfy its withholding requirement required by the Code in
        the
        manner specified in Section 5.1(l) of the Plan.  Nothing in this
        Section 9 is intended as a representation that Common Stock may be sold without
        registration under state and federal securities laws or an exemption therefrom
        or that such registration or exemption will be available at any specified
        time.

       

      10.  Resale
        restrictions may apply.  Any resale of the shares of Common Stock
        received upon exercising any Options will be subject to resale restrictions
        contained in the securities legislation applicable to the
        Optionee.  The Optionee acknowledges and agrees that the Optionee is
        solely responsible (and the Company is not in any way responsible) for
        compliance with applicable resale restrictions.

       

      11.  Subject
        to 2008 Stock Option Plan.  The terms of the Options are subject
        to the provisions of the Plan, as the same may from time to time be amended,
        and
        any inconsistencies between this Agreement and the Plan, as the same may
        be from
        time to time amended, shall be governed by the provisions of the Plan, a
        copy of
        which has been delivered to the Optionee, and which is available for inspection
        at the principal offices of the Company.

       

      12.  Professional
        Advice.  The acceptance of the Options and the sale of Common
        Stock issued pursuant to the exercise of Options may have consequences under
        federal and state tax and securities laws which may vary depending upon the
        individual circumstances of the Optionee.  Accordingly, the Optionee
        acknowledges that he or she has been advised to consult his or her personal
        legal and tax advisor in connection with this Agreement and his or her dealings
        with respect to Options.  Without limiting other matters to be
        considered with the assistance of the Optionee’s professional advisors, the
        Optionee should consider: (a) whether upon the exercise of Options, the Optionee
        will file an election with the Internal Revenue Service pursuant to Section
        83(b) of the Code and the implications of alternative minimum tax pursuant
        to
        the Code; (b) the merits and risks of an investment in the underlying shares
        of
        Common Stock; and (c) any resale restrictions that might apply under applicable
        securities laws.

       

      13.  No
        Employment Relationship.  Whether or not any Options are to be
        granted under this Plan shall be exclusively within the discretion of the
        Plan
        Administrator, and nothing contained in this Plan shall be construed as giving
        any person any right to participate under this Plan.  The grant of an
        Option shall in no way constitute any form of agreement or understanding
        binding
        on the Company or any Related Company, express or implied, that the Company
        or
        any Related Company will employ or contract with an Optionee, for any length
        of
        time, nor shall it interfere in any way with the Company’s or, where applicable,
        a Related Company’s right to terminate Optionee’s employment at any time, which
        right is hereby reserved.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      14.  Entire
        Agreement.  This Agreement is the only agreement between the
        Optionee and the Company with respect to the Options, and this Agreement
        and the
        Plan supersede all prior and contemporaneous oral and written statements
        and
        representations and contain the entire agreement between the parties with
        respect to the Options.

       

      15.  Notices.  Any
        notice required or permitted to be made or given hereunder shall be mailed
        or
        delivered personally to the addresses set forth below, or as changed from
        time
        to time by written notice to the other:

       

      The
        Company:

       

      Golden
        Aria Corp.

      407
–
700
        West Pender Street

      Vancouver,
        BC  V6C 1G8

      Attention:  President

       

      With
        a
        copy to:

       

      Clark
        Wilson LLP

      Barristers
        and Solicitors

      Suite
        800
        - 885 West Georgia Street

      Vancouver,
        British Columbia V6C 3H1

      Attention:
        William Macdonald

       

      The
        Optionee:

       

      _____________________

      _____________________

      _____________________

      _____________________

       

      GOLDEN
        ARIA CORP.

       

      


      
        	Per:         
	Authorized
                Signatory
	 
	[Insert
                Optionee Name]


      

       


      
        
          
          

        

        
          5

          
            

          

        

         

      


      EXHIBIT
        A

      


       

      TERMS
        OF THE OPTION

       

      


      
        	
                Name
                  of the Optionee:

              	 
	
                Date
                  of Grant:

              	 
	
                Designation:

              	
                Incentive
                  Stock Options

              
	
                1.           Number
                  of Options granted:

              	
                stock
                  options

              
	
                2.           Purchase
                  Price:

              	
                $
                  per share

              
	
                3.           Vesting
                  Dates:

              	 
	
                4.           Expiration
                  Date:

              	 


      

      

        
          
            
            

          

          
            6

            
              

            

          

           

        



      EXHIBIT
        B

       

      To:

       

      Cromwell
        Uranium Corp.

      407
–
700
        West Pender Street

      Vancouver,
        BC  V6C 1G8

      Attention:
        President

       

      Notice
        of Election to Exercise

       

      This
        Notice of Election to Exercise shall constitute proper notice pursuant to
        Section 5.1(h) of Cromwell Uranium Corp.’s (the “Company”) 2008 Stock Option
        Plan (the “Plan”) and Section 8 of that certain Stock Option Agreement (the
“Agreement”) dated as of the _______ day of __________________,
        20___,
        between the Company and the undersigned.

       

      The
        undersigned hereby elects to exercise Optionee’s option to purchase __________________ shares of the
        common stock of the Company at a price of US$_______ per share, for aggregate
        consideration of US$__________, on the terms and
        conditions set forth in the Agreement and the Plan.  Such aggregate
        consideration, in the form specified in Section 8 of the Agreement, accompanies
        this notice.

       

      The
        Optionee hereby directs the Company to issue, register and deliver the
        certificates representing the shares as follows:

       

      
        	
                Registration
                  Information:

              	 	
                Delivery
                  Instructions:

              
	 	 	 
	
                Name
                  to appear on certificates

              	 	
                Name

              
	 	 	 
	
                Address

              	 	
                Address

              
	 	 	 
	 	 	 
	 	 	 
	 	 	
                Telephone
                  Number

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      DATED
        at
        ____________________________________, the _______ day of
        ________________________, 20___.

       

      


      
 

      
        	 
	
                (Name
                  of Optionee – Please type or print)

                 

              
	
                (Signature
                  and, if applicable, Office)

                 

              
	
                (Address
                  of Optionee)

                 

              
	(City,
                State, and Zip Code of Optionee)


      

       


      
        
          
          

        

        
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