ex4_6.htm


    
      

      

    



    CANADIAN ZINC CORPORATION

    OPTION
AGREEMENT

     

    (Director/Senior
Officer)

    


    This
Option Agreement is entered into between Canadian Zinc Corporation (the "Company") and the Optionee
named below pursuant to the 10% Rolling Stock Option Plan (the "Plan"), a copy of which is
attached hereto, and confirms that:

     

    
      	
              1.

            	
              on
      March 27, 2009 (the "Grant
      Date");

            


    

     

    
      	
              2.

            	
              _________________ (the "Optionee");

            


    

     

    
      	
              3.

            	
              was
      granted the option (the "Option") to purchase
      _______ common shares without par value (the "Option Shares") of the
      Company;

            


    

     

    
      	
              4.

            	
              for
      the price (the "Option
      Price") of $0.23 per
      share;

            


    

     

    
      	
              5.

            	
              which
      shall be exercisable ("Vested") as per the
      table below:

            


    

     

    
      	
              Vesting
      Date

            	
              #
      shares exercisable

            
	
              March
      27, 2009

            	 
      
	
              June
      27, 2009

            	 
      
	
              September
      27, 2009

            	 
      
	
              December
      27, 2009

            	 
      
	
              TOTAL

            	 
      


    

     

     

     

    
      	
              6.

            	
              terminating
      on the March 27, 2014
      (the "Expiry
      Date");

            


    

     

    all on
the terms and subject to the conditions set out in the Plan.  For
greater certainty, once Option Shares have become Vested, they continue to be
exercisable until the termination or cancellation thereof as provided in this
Option Agreement and the Plan.

     

    By
signing this Option Agreement, the Optionee acknowledges that the Optionee has
read and understands the Plan and agrees to the terms and conditions of the Plan
and this Option Agreement.

     

    Acknowledgement
– Personal Information

     

    The
undersigned hereby acknowledges and consents to:

     

    
      	
              (a)

            	
              the
      disclosure to the Toronto Stock Exchange and all other regulatory
      authorities of all personal information of the undersigned obtained by the
      Company; and

            


    

     

    
      	
              (b)

            	
              the
      collection, use and disclosure of such personal information by the Toronto
      Stock Exchange and all other regulatory authorities in accordance with
      their requirements, including the provision to third party service
      providers, from time to time.

            


    

     

     

    IN
WITNESS WHEREOF the parties hereto have executed this Option Agreement as of the
27th day of March, 2009.

     

    
      	 
      	
              CANADIAN
      ZINC CORPORATION

               

              Per:                                                                 

                  

            


    

    



    
      
         


      

      
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