Exhibit
10.13


Stock Option No.        


IDAHO GENERAL MINES, INC.

STOCK OPTION GRANT NOTICE

under the

Idaho General Mines, Inc.

2006 EQUITY INCENTIVE PLAN


Idaho General Mines, Inc.
(the “Company”), hereby grants to the Optionholder an option to purchase the
number of shares of the Company’s common stock, $0.001 par value per share,
(the “Common Stock”), as set forth below (the “Option”).  This Option is granted pursuant to the terms
of the Company’s 2006 Equity Incentive Plan (“Equity Plan”), except as modified
by this Grant Notice.  This Option is
subject to all the terms and conditions as set forth herein and the Stock
Option Agreement and the Notice of Exercise, each of which are attached hereto
and incorporated herein by reference in their entirety.


	
  Optionholder

  	
   

  
	
  Date of grant

  	
   

  
	
  Number of Shares Subject to Option

  	
   

  
	
  Exercise Price (per share)

  	
  $

  
	
  Total Exercise
  Price

  	
  $

  
	
  Expiration Date

  	
   

  
	
  Vesting Commencement Date

  	
   

  



 


Type of Grant:                      o  Incentive Stock Option                 o  Nonstatutory Stock Option


Vesting Schedule:               Options shall vest as follows:


Payment:                               By one or a combination of the following
items that are checked below (as described in the Stock Option Agreement):


  o  By cash or check


  o  Pursuant to a Regulation T
Program, if the Shares are publicly traded


  o  By delivery of
already-owned shares,  if the Shares
are publicly traded


Additional
Terms/Acknowledgements:  The
undersigned Optionholder acknowledges receipt of, and understands and agrees
to, this Grant Notice, the Equity Plan, the Stock Option Agreement and the
Notice of Exercise. Optionholder further acknowledges that as of the Date of
Grant, this Grant Notice, the Equity Plan and the Stock Option Agreement set
forth the entire understanding between Optionholder and the Company regarding
the acquisition of Common Stock and supersede all prior oral and written
agreements on that subject.


	
  Idaho General Mines, Inc.

  	
   

  	
  Optionholder:

  
	
   

  	
   

  	
   

  
	
  By:______________________________________

  	
   

  	
  ______________________________

  
	
                         Signature

  	
   

  	
                        Signature

  
	
  Title:_____________________________________

  	
   

  	
  Date:__________________________

  
	
  Date:_____________________________________

  	
   

  	
   

  



 


Attachments:
 Stock Option
Agreement, Equity Plan and the Notice of Exercise



 1
 









Exhibit
10.13


ATTACHMENT
I


STOCK
OPTION AGREEMENT


(attached)



 2
 









Exhibit
10.13


STOCK OPTION AGREEMENT

(Incentive and Nonstatutory Stock Options)

under the

Idaho General Mines, Inc.

2006 EQUITY INCENTIVE PLAN


Pursuant to your Stock Option
Grant Notice (“Grant Notice”) and this Stock Option Agreement, Idaho General
Mines, Inc. (the “Company”) has granted you an option under its 2006 Equity
Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s
Common Stock indicated in your Grant Notice at the exercise price indicated in
your Grant Notice.  Defined terms not
explicitly defined in this Stock Option Agreement but defined in the Plan shall
have the same definitions as in the Plan.


The
details of your option are as follows:


1.             VESTING.  Subject to the limitations contained herein,
your option will vest as provided in your Grant Notice, provided that vesting
will cease upon the termination of your Continuous Service.


2.             NUMBER OF SHARES AND EXERCISE PRICE.  The number of shares of Common Stock subject
to your option and your exercise price per share referenced in your Grant
Notice will be adjusted from time to time for capitalization adjustments as
provided in the Plan.


3.             METHOD OF PAYMENT.  Payment of the exercise price is due in full
upon exercise of all or any part of your option.  You may elect to make payment of the exercise
price in any manner permitted by your Grant Notice,
which may include one or more of the following:


(a)           Payment pursuant to a program developed under Regulation
T as promulgated by the Federal Reserve Board that, prior to the issuance of
Common Stock, results in either the receipt of cash (or check) by the Company
or the receipt of irrevocable instructions to pay the aggregate exercise price
to the Company from the sales proceeds. 
This payment method would be in the Company’s sole discretion at the
time your option is exercised and would be on condition that, at the time of
exercise, the Common Stock is publicly traded and quoted regularly in The Wall Street Journal.


(b)           Payment by delivery of shares of Common Stock owned by
you that are owned free and clear of any liens, claims, encumbrances or
security interests, and that are valued at Fair Market Value on the date of
exercise.  This payment method would be
on condition that, at the time of exercise, the Common Stock is publicly traded
and quoted regularly in The Wall Street Journal.  “Delivery” for these purposes shall include
delivery to the Company of your attestation of ownership of such shares of
Common Stock in a form approved by the Company. 
Notwithstanding the foregoing, you may not exercise your option by
tender to the Company of Common Stock to the extent such tender would violate
the provisions of any law, regulation or agreement restricting the redemption
of the Company’s Common Stock.


4.             WHOLE SHARES.  You may exercise your option only for whole
shares of Common Stock.


5.             SECURITIES LAW COMPLIANCE.  Notwithstanding anything to the contrary
contained herein, you may not exercise your option unless the shares of Common
Stock issuable



 3
 









Exhibit 10.13


upon such exercise are
then registered under the Securities Act or, if such shares of Common Stock are
not then so registered, the Company has determined that such exercise and
issuance would be exempt from the registration requirements of the Securities
Act.  The exercise of your option must
also comply with other applicable laws and regulations governing your option,
and you may not exercise your option if the Company determines that such
exercise would not be in compliance with such laws and regulations.


6.             TERM.  The term of your option commences on the Date
of Grant and expires upon the earliest of
the following:


(a)           (i) if you were awarded your option by virtue of your
service as a Director or Employee, (A) three (3) months after the termination
of your Continuous Service for any reason other than your Disability or death
if, on the date of termination, you have been an Eligible Recipient for less
than one year or (B) one (1) year after the termination of your Continuous
Service for any reason other than your Disability or death if, on the date of
termination, you have Been an Eligible Recipient for one year or more; and (ii)
if you were awarded your option by virtue of your service as a Consultant,
three (3) months after the termination of your Continuous Service for any
reason other than your Disability or death; in each case, provided that, if
during any part of such three (3) month or one (1) year period your option is
not exercisable solely because of the condition set forth in the preceding
paragraph relating to “Securities Law Compliance,” your option shall not expire
until the earlier of the Expiration Date indicated in your Grant Notice or
until it shall have been exercisable for an aggregate period of three (3)
months (or one (1) year, as applicable) after the termination of your
Continuous Service;


(b)           twelve (12) months after the termination of your
Continuous Service due to your Disability;


(c)           eighteen (18) months after your death if you die either
during your Continuous Service or within three (3) months after your Continuous
Service terminates;


(d)           the Expiration Date indicated in your Grant Notice; or


(e)           the tenth (10th) anniversary of the Date of Grant.


If
your option is an incentive stock option, note that, to obtain the federal
income tax advantages associated with an “incentive stock option,” the Code
requires that at all times beginning on the date of grant of your option and
ending on the day three (3) months before the date of your option’s exercise,
you must be an employee of the Company or an Affiliate, except in the event of
your death or Disability.  The Company
has provided for extended exercisability of your option under certain
circumstances for your benefit but cannot guarantee that your option will
necessarily be treated as an “incentive stock option” if you continue to
provide services to the Company or an Affiliate as a Consultant or Director
after your employment terminates or if you otherwise exercise your option more
than three (3) months after the date your employment terminates.


7.             EXERCISE.


(a)           You may exercise the vested portion of your option
during its term by delivering a Notice of Exercise (in a form designated by the
Company) together with the exercise price to the Secretary of the Company, or
to such other person as the Company may designate,



 4
 









Exhibit
10.13


during
regular business hours, together with such additional documents as the Company
may then require.


(b)           By exercising your option you agree that, as a condition
to any exercise of your option, the Company may require you to enter into an
arrangement acceptable to the Company providing for the payment by you to the
Company of any tax withholding obligation of the Company arising by reason of
(i) the exercise of your option, (ii) the lapse of any substantial risk of
forfeiture to which the shares of Common Stock are subject at the time of
exercise, or (iii) the disposition of shares of Common Stock acquired upon such
exercise.


(c)           If your option is an incentive stock option, by
exercising your option you agree that you will notify the Company in writing
within fifteen (15) days after the date of any disposition of any of the shares
of the Common Stock issued upon exercise of your option that occurs within two
(2) years after the date of your option grant or within one (1) year after such
shares of Common Stock are transferred to you upon exercise of your option.


8.             TRANSFERABILITY.  Your option is not transferable except by
will or by the laws of descent and distribution, and is exercisable during your
life only by you.  Notwithstanding the
foregoing, by delivering written notice to the Company, in a form satisfactory
to the Company, you may designate a third party who, in the event of your
death, shall thereafter be entitled to exercise your option.


9.             OPTION NOT A SERVICE CONTRACT.  Your option is not an employment or service
contract, and nothing in your option or this Stock Option Agreement shall be
deemed to create in any way whatsoever any obligation on your part to continue
in the employ of the Company or an Affiliate, or of the Company or an Affiliate
to continue your employment.  In
addition, nothing in your option or this Stock Option Agreement shall obligate
the Company or an Affiliate, their respective shareholders, boards of
directors, Officers or Employees to continue any relationship that you might
have as a Director or Consultant for the Company or an Affiliate.


10.          WITHHOLDING
OBLIGATIONS.


(a)           At the time you exercise your option, in whole or in
part, or at any time thereafter as requested by the Company, you hereby
authorize withholding from payroll and any other amounts payable to you, and
otherwise agree to make adequate provision for (including by means of a “cashless
exercise” pursuant to a program developed under Regulation T as promulgated by
the Federal Reserve Board to the extent permitted by the Company), any sums
required to satisfy the federal, state, local and foreign tax withholding
obligations of the Company or an Affiliate, if any, which arise in connection
with your option.


(b)           Upon your request and subject to approval by the
Company, in its sole discretion, and compliance with any applicable conditions
or restrictions of law, the Company may withhold from fully vested shares of
Common Stock otherwise issuable to you upon the exercise of your option a
number of whole shares of Common Stock having a Fair Market Value, determined
by the Company as of the date of exercise, not in excess of the minimum amount
of tax required to be withheld by law.


(c)           You may not exercise your option unless the tax
withholding obligations of the Company and/or any Affiliate are satisfied.  Accordingly, you may not be able to exercise
your option when desired even though your option is vested, and the Company
shall have no obligation to issue a certificate for such shares of Common
Stock.



 5
 









Exhibit
10.13


11.          NOTICES.  Any notices provided for in your option or
the Plan shall be given in writing and shall be deemed effectively given upon
receipt or, in the case of notices delivered by mail by the Company to you,
five (5) days after deposit in the United States mail, postage prepaid,
addressed to you at the last address you provided to the Company.


12.          GOVERNING PLAN DOCUMENT.  Your option is subject to all the provisions
of the Plan, the provisions of which are hereby made a part of your option, and
is further subject to all interpretations, amendments, rules and regulations
which may from time to time be promulgated and adopted pursuant to the Plan.  In the event of any conflict between the
provisions of your option and those of the Plan, the provisions of the Plan
shall control.


14.          STOCKHOLDER RIGHTS.  You
will not be deemed to be the holder of, or to have any of the rights of a
holder with respect to, any shares of Common Stock of the Company with respect
to your option unless and until you have satisfied all requirements for
exercise of your option.


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of page intentionally left blank]



 6
 









Exhibit
10.13


ATTACHMENT
II


2006
EQUITY INCENTIVE PLAN


(attached)



 7
 









ATTACHMENT
III


IDAHO
GENERAL MINES, INC.


NOTICE OF
EXERCISE

OF

STOCK OPTION


TO:         Idaho
General Mines, Inc. (the “Company”)


The undersigned hereby exercises the Stock Option No.            
dated                               ,
granted by the Company pursuant to its 2006 Equity Incentive Plan and related
Stock Option Agreement, to purchase
                   
shares of common stock of the Company (the “Option Shares”) at a price of $                           per
share, for a total purchase price of $                     .


Payment method (Choose one or a combination of the
following methods).  See Section 3 of
your Stock Option Agreement and notify the Company if you wish to pay by other
than cash or check since these alternatives may be subject to special conditions
or not available under certain circumstances.


o            Cash
or check


o            By
Regulation T Program (“cashless exercise”)


o            Delivery
of already-owned shares


Details:


By this exercise, the
undersigned agrees to provide for the payment by the undersigned to the Company
(in the manner designated by the Company) of applicable tax withholding
obligation, if any, relating to the exercise of the foregoing Option.


	
  _______________________________________

  	
  ______________________________________

  
	
  DATE

  	
  SIGNATURE

  
	
   

  	
   

  
	
   

  	
  ______________________________________

  
	
   

  	
  PRINT NAME

  



 



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