Exhibit (4)(ii)

EX-4 17 ex4ii.htm IDAHO GENERAL MINES INC. FORM 10SB/A Exhibit (4)(ii)

Exhibit (4)(ii)

IDAHO GENERAL MINES, INC.

2003 STOCK OPTION PLAN

STOCK OPTION AGREEMENT

No. _____

Unless otherwise defined herein, the terms defined in the Idaho General

Mines, Inc. 2003 Stock Option Plan (the "Plan") shall have the same defined

meanings in this Stock Option Agreement.

I. NOTICE OF STOCK OPTION GRANT

NAME:

ADDRESS:

The undersigned Optionee has been granted an Option to purchase Common

Stock of the Company, subject to the terms and conditions of the Plan and

this Option Agreement, as follows:

Date of Grant

Vesting Commencement

Exercise Price per Share $

Total Number of Options Granted

Total Exercise Price $

Type of Option: ___ Incentive Stock Option

_ __ Nonstatutory Stock Option

Term/Expiration Date:

Vesting Schedule:

This Option shall be exercisable, in whole or in part, according to the

following vesting schedule:

This Option is vested according to the following schedule:.

Notwithstanding the foregoing and anything contrary in the Plan,

following an assumption or substitution in connection with a Change in Control,

if an Optionee's status as a Service Provider of the Company or the successor

corporation is terminated by the Company or successor corporation as a result

of an "Involuntary Termination" (as defined below)) within two (2) years

following the Change in Control, the Optionee shall fully vest in and have the

right to exercise the Option as to all of the Optioned Stock, including Shares

as to which Optionee would not otherwise be vested or exercisable.

For this purpose, "Involuntary Termination" means (i) without Optionee's

express written consent, a significant reduction of Optionee's duties, position

or responsibilities relative to Optionee's duties, position or responsibilities

in effect immediately prior to the Change in Control; (ii) without Optionee's

express written consent, a substantial reduction, without good business

reasons, of the facilities and perquisites (including office space and

location) available to Optionee immediately prior to the Change in Control;

(iii) without Optionee's express written consent, a material reduction by the

Company of Optionee's base salary as in effect immediately prior to the Change

in Control; (iv) without Optionee's express written consent, a material

reduction by the Company in the kind or level of employee benefits to which

Optionee is entitled immediately prior to the Change in Control with the result

that Optionee's overall benefits package is significantly reduced (unless

reductions comparable in amount and duration are concurrently made for all

other employees of the Company with responsibilities, organizational level, and

title comparable to the Optionee); (v) without Optionee's express written

consent, the relocation of Optionee to a facility or a location more than fifty

(50) miles from his location before the Change in Control; or (vi) any

purported termination of Optionee other than for "Cause" (as defined below).

For this purpose, "Cause" means (i) any act of personal dishonesty taken

by the Optionee in connection with his responsibilities as a Service Provider

which is intended to result in personal enrichment of the Optionee; (ii) the

Optionee's conviction of a felony; (iii) any act by the Optionee that

constitutes material misconduct and is injurious to the Company; and

(iv) continued violations by the Optionee of the Optionee's obligations to the

Company after written notice from the Company of, and a reasonable opportunity

to cure, such violations.

Termination Period:

This Option shall be exercisable for three months after Optionee ceases

to be a Service Provider. Upon Optionee's death or Disability, this Option may

be exercised for one year after Optionee ceases to be a Service Provider. In

no event may Optionee exercise this Option after the Term/Expiration Date as

provided above.

II. AGREEMENT

1. Grant of Option. The Plan Administrator of the Company hereby

grants to the Optionee named in the Notice of Grant (the "Optionee"), an option

(the "Option") to purchase the number of Shares set forth in the Notice of

Grant, at the exercise price per Share set forth in the Notice of Grant (the

"Exercise Price"), and subject to the terms and conditions of the Plan, which

is incorporated herein by reference. Subject to Section 14(c) of the Plan, in

the event of a conflict between the terms and conditions of the Plan and this

Option Agreement, the terms and conditions of the Plan shall prevail.

If designated in the Notice of Grant as an Incentive Stock Option

("ISO"), this Option is intended to qualify as an Incentive Stock Option as

defined in Section 422 of the Code. Nevertheless, to the extent that it

exceeds the $100,000 rule of Code Section 422(d), this Option shall be treated

as a Nonstatutory Stock Option ("NSO").

2. Exercise of Option.

(a) Right to Exercise. This Option shall be exercisable during

its term in accordance with the Vesting Schedule set out in the Notice of Grant

and with the applicable provisions of the Plan and this Option Agreement.

(b) Method of Exercise. This Option shall be exercisable by

delivery of an exercise notice in the form attached as Exhibit A (the "Exercise

Notice") which shall state the election to exercise the Option, the number of

Shares with respect to which the Option is being exercised, and such other

representations and agreements as may be required by the Company. The Exercise

Notice shall be signed by the Optionee and accompanied by payment of the

aggregate Exercise Price as to all Exercised Shares. The Exercise Notice must

be delivered in person, by certified or registered mail, return receipt

requested, by confirmed facsimile transmission, or by such other means as the

Company may permit, to the Chief Financial Officer of the Company, or other

authorized representative of the Company. This Option shall be deemed to be

exercised upon receipt by the Company of such fully executed Exercise Notice

accompanied by the aggregate Exercise Price.

of this Section 2(c) are in effect, the Optionee shall deliver the Exercise

Notice to the Company at least five (5) days prior to the date on which such

exercise is proposed to be effective (the "Proposed Exercise Date") and at

least five (5) days prior to the termination of the Option. In addition to the

requirements stated in Section 2(b), the Exercise Notice shall state the

Proposed Exercise Date, and the Option shall be deemed to be exercised on the

Proposed Exercise Date. Except as otherwise permitted by the Company, the

Optionee's failure to comply with the requirements of this Section 2(c) shall

extend the Proposed Exercise Date to a date at least five (5) days following

the Company's receipt of an Exercise Notice which complies in full with the

requirements of Sections 2(b) and 2(c). If the Proposed Exercise Date, as

extended pursuant to the preceding sentence, would follow the termination of

the Option, the Option shall terminate at the time provided in this Stock

Option Agreement. The provisions of this Section 2(c) shall terminate upon the

first day after the occurrence of any one of the following events: (i)

Optionee and Company otherwise agree in writing, or (ii) twelve months

following an underwritten public offering of the Common Stock, or (iii) a

Change in Control.

No Shares shall be issued pursuant to the exercise of an Option unless

such issuance and such exercise complies with Applicable Laws. Assuming such

compliance, for income tax purposes the Shares shall be considered transferred

to the Optionee on the date on which the Option is exercised with respect to

such Shares.

3. Optionee's Representations. In the event the Shares have not been

registered under the Securities Act of 1933, as amended, at the time this

Option is exercised, the Optionee shall, if required by the Company,

concurrently with the exercise of all or any portion of this Option, deliver to

the Company his or her Investment Representation Statement in the form attached

hereto as Exhibit B.

(a) Lock-Up Period. Optionee hereby agrees that Optionee shall

not offer, pledge, sell, contract to sell, sell any option or contract to

purchase, purchase any option or contract to sell, grant any option, right or

warrant to purchase, lend, or otherwise transfer or dispose of, directly or

indirectly, any Common Stock (or other securities) of the Company or enter into

any swap, hedging or other arrangement that transfers to another, in whole or

in part, any of the economic consequences of ownership of any Common Stock (or

other securities) of the Company held by Optionee (other than those included in

the registration) for a period specified by the representative of the

underwriters of Common Stock (or other securities) of the Company not to exceed

one hundred eighty (180) days following the effective date of a registration

statement of the Company filed under the Securities Act.

(b) Optionee agrees to execute and deliver such other agreements

as may be reasonably requested by the Company or the underwriter which are

consistent with the foregoing or which are necessary to give further effect

thereto. In addition, if requested by the Company or the representative of the

underwriters of Common Stock (or other securities) of the Company, Optionee

shall provide, within ten (10) days of such request, such information as may be

required by the Company or such representative in connection with the

completion of any public offering of the Company's securities pursuant to a

registration statement filed under the Securities Act. The obligations

described in this Section shall not apply to a registration relating solely to

employee benefit plans on Form S-1 or Form S-8 or similar forms that may be

promulgated in the future, or a registration relating solely to a Commission

Rule 145 transaction on Form S-4 or similar forms that may be promulgated in

the future. The Company may impose stop-transfer instructions with respect to

the shares of Common Stock (or other securities) subject to the foregoing

restriction until the end of said one hundred eighty (180) day period.

Optionee agrees that any transferee of any Option shall be bound by this

Section.

4. Method of Payment. Payment of the aggregate Exercise Price shall

be by any of the following, or a combination thereof, at the election of the

Optionee:

(a) cash or check;

(b) surrender of other Shares which, (i) in the case of Shares

acquired from the Company, either directly or

indirectly, have been owned by the Optionee for

more than six (6) months on the date of surrender,

and (ii) have a Fair Market Value on the date of

surrender equal to the aggregate Exercise Price of

the Exercised Shares; or

exercise" in which the Optionee shall be entitled

to receive a certificate for the number of option

shares equal to the quotient obtained by dividing

[(A-B)(X)] by A where:

A= closing price of the Company's shares on the Trading Day

immediately preceeding the date of such election

B=The exercise Price of this Option, as adjusted; and

X=The number of Option Shares issuable upon exercise of this

Option in accordance with the terms of this Option by means of a cash exercise

rather than a cashless exercise.

5. Restrictions on Exercise. This Option may not be exercised until

such time as the Plan has been approved by the shareholders of the Company, or

if the issuance of such Shares upon such exercise or the method of payment of

consideration for such shares would constitute a violation of any Applicable

Law.

6. Non-Transferability of Option. Except with the prior, express

written permission of the Administrator, this Option may not be transferred in

any manner otherwise than by will or by the laws of descent or distribution and

may be exercised during the lifetime of Optionee only by Optionee. The terms

of the Plan and this Option Agreement shall be binding upon the executors,

administrators, heirs, successors and assigns of the Optionee.

7. Term of Option. This Option may be exercised only within the term

set out in the Notice of Grant, and may be exercised during such term only in

accordance with the Plan and the terms of this Option.

8. Tax Obligations.

(a) Withholding Taxes. Optionee agrees to make appropriate

arrangements with the Company (or the Parent or Subsidiary employing or

retaining Optionee) for the satisfaction of all Federal, state, local and

foreign income and employment tax withholding requirements applicable to the

Option exercise. Optionee acknowledges and agrees that the Company may refuse

to honor the exercise and refuse to deliver Shares if such withholding amounts

are not delivered at the time of exercise.

(b) Notice of Disqualifying Disposition of ISO Shares. If the

Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise

disposes of any of the Shares acquired pursuant to the ISO on or before the

later of (1) the date two years after the Date of Grant, or (2) the date one

year after the date of exercise, the Optionee shall immediately notify the

Company in writing of such disposition. Optionee agrees that Optionee may be

subject to income tax withholding by the Company on the compensation income

recognized by the Optionee.

9. Entire Agreement; Governing Law. The Plan is incorporated herein

by reference. The Plan and this Option Agreement constitute the entire

agreement of the parties with respect to the subject matter hereof and

supersede in their entirety all prior undertakings and agreements of the

Company and Optionee with respect to the subject matter hereof, and may not be

modified adversely to the Optionee's interest except by means of a writing

signed by the Company and Optionee. This agreement is governed by the internal

substantive laws but not the choice of law rules of Washington.

10. No Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND

AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS

EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT

THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES

HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE

TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN

DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A

SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL

NOT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO

TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR

WITHOUT CAUSE.

Optionee acknowledges receipt of a copy of the Plan and represents that

he or she is familiar with the terms and provisions thereof, and hereby accepts

this Option subject to all of the terms and provisions thereof. Optionee has

reviewed the Plan and this Option in their entirety, has had an opportunity to

obtain the advice of counsel prior to executing this Option and fully

understands all provisions of the Option. Optionee hereby agrees to accept as

binding, conclusive and final all decisions or interpretations of the

Administrator upon any questions arising under the Plan or this Option.

Optionee further agrees to notify the Company upon any change in the residence

address indicated below.

OPTIONEE IDAHO GENERAL MINES, INC.

Signature By Robert L. Russell, President

Print Name

Residence Address:

EXHIBIT A

STOCK OPTION PLAN

EXERCISE NOTICE

Idaho General Mines, Inc.

416 River Street

P.O. Box 709

Wallace, ID 83873-1154

Attention: STOCK OPTION PLAN ADMINISTRATOR

1. Exercise of Option. Effective as of today, __________________, the

undersigned ("Optionee") hereby elects to exercise Optionee's option to

purchase _________ shares of the Common Stock (the "Shares") of Idaho General

Mines, Inc. (the "Company") under and pursuant to the Idaho General Mines, Inc.

Stock Option Plan (the "Plan") and the Stock Option Agreement dated as of

___________________, 2003 (the "Option Agreement").

2. Delivery of Payment. Purchaser herewith delivers to the Company

the full purchase price of the Shares, as set forth in the Option Agreement,

and any and all withholding taxes due in connection with the exercise of the

Option.

3. Representations of Optionee. Optionee acknowledges that Optionee

has received, read and understood the Plan and the Option Agreement and agrees

to abide by and be bound by their terms and conditions.

4. Rights as Shareholder. Until the issuance of the Shares (as

evidenced by the appropriate entry on the books of the Company or of a duly

authorized transfer agent of the Company), no right to vote or receive

dividends or any other rights as a shareholder shall exist with respect to the

Optioned Stock, notwithstanding the exercise of the Option. The Shares shall

be issued to the Optionee as soon as practicable after the Option is exercised

in accordance with the Option Agreement. No adjustment shall be made for a

dividend or other right for which the record date is prior to the date of

issuance except as provided in Section 12 of the Plan.

5. Tax Consultation. Optionee understands that Optionee may suffer

adverse tax consequences as a result of Optionee's purchase or disposition of

the Shares. Optionee represents that Optionee has consulted with any tax

consultants Optionee deems advisable in connection with the purchase or

disposition of the Shares and that Optionee is not relying on the Company for

any tax advice.

6. Restrictive Legends and Stop-Transfer Orders.

(a) Legends. Unless the Shares received upon exercise of the

Option have been registered under the Securities Act of 1933, (it being

understood that the company is not obligated to register such Shares), the

Optionee understands and agrees that the Company shall cause the legends set

forth below or legends substantially equivalent thereto, to be placed upon any

certificate(s) evidencing ownership of the Shares together with any other

legends that may be required by the Company or by state or federal securities

laws:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT")

AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,

PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED

UNDER THE ACT OR, IN THE OPINION OF COMPANY COUNSEL

SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH

OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN

COMPLIANCE THEREWITH.

(b) Stop-Transfer Notices. Optionee agrees that, in order to

ensure compliance with the restrictions referred to herein, the Company may

issue appropriate "stop transfer" instructions to its transfer agent, if any,

and that, if the Company transfers its own securities, it may make appropriate

notations to the same effect in its own records.

(i) to transfer on its books any Shares that have been sold or otherwise

transferred in violation of any of the provisions of this Exercise Notice or

(ii) to treat as owner of such Shares or to accord the right to vote or pay

dividends to any purchaser or other transferee to whom such Shares shall have

been so transferred.

8. Successors and Assigns. The Company may assign any of its rights

under this Exercise Notice to single or multiple assignees, and this Exercise

Notice shall inure to the benefit of the successors and assigns of the Company.

Subject to the restrictions on transfer herein set forth, this Exercise Notice

shall be binding upon Optionee and his or her heirs, executors, administrators,

successors and assigns.

9. Interpretation. Any dispute regarding the interpretation of this

Exercise Notice shall be submitted by Optionee or by the Company forthwith to

the Administrator which shall review such dispute at its next regular meeting.

The resolution of such a dispute by the Administrator shall be final and

binding on all parties.

10. Governing Law; Severability. This Exercise Notice is governed by

the internal substantive laws but not the choice of law rules, of Idaho.

11. Entire Agreement. The Plan and Option Agreement are incorporated

herein by reference. This Exercise Notice, the Plan and the Option Agreement

constitute the entire agreement of the parties with respect to the subject

matter hereof and supersede in their entirety all prior undertakings and

agreements of the Company and Optionee with respect to the subject matter

hereof, and may not be modified adversely to the Optionee's interest except by

means of a writing signed by the Company and Optionee.

Submitted by: Accepted by:

OPTIONEE IDAHO GENERAL MINES, INC.

Signature By

Print Name Title

Address: Address:

Date Received