EXHIBIT 99.1
APOLO GOLD INC.
2004 STOCK OPTION PLAN II
ARTICLE I: DEFINITIONS
As used herein, terms have the meaning hereinafter set forth unless the
context should clearly indicate the contrary:
(a) "Board" shall mean the Board of Directors of the Company;
(b) "Days" shall mean for calculation purposes the days of the week in
which the NASD Electronic Bulletin Board conducts and is open for
regular trading activity;
(c) "Company" shall mean APOLO GOLD INC., a Nevada corporation;
(d) "Director" shall mean a member of the Board;
(e) "Fair Market Value" shall mean the average closing low bid price for
the Company's common stock for the previous five (5) trading days
ending on the date of grant;
(f) "Grant" means the issuance of an Option hereunder to an Optionee
entitling such Optionee to acquire Stock on the terms and conditions
set forth in a Stock Option Agreement to be entered into with the
Optionee;
(g) "Eligible Plan Participant" shall mean any Director, Executive
Officer, Employee, Consultant or Advisor which has been confirmed by
the Board as eligible to participate under this Plan;
(h) "Option" shall mean the right granted to an Optionee to acquire Stock
of the Company pursuant to the Plan;
(i) "Optionee" shall mean an Eligible Plan Participant to whom a Grant
hereunder has been made;
(j) "Plan" shall mean the APOLO GOLD INC. 2004 Stock Option Plan II, the
terms of which are herein set forth;
(k) "Stock" shall mean the common stock of the Company or, in the event
the outstanding shares of stock are hereafter changed into or
exchanged for shares of different stock or securities of the Company
or some other corporation, such other stock or securities;
(l) "Stock Option Agreement" shall mean the agreement between the Company
and an Optionee under which an Optionee may acquire Stock pursuant to
the Plan.
ARTICLE II: THE PLAN
2.1 NAME. The plan shall be known as the "APOLO GOLD INC. 2004 Option Plan
II."
2.2 PURPOSE. The purpose of the Plan is to advance the business and
development of the Company and its shareholders by affording to the Eligible
Plan Participants the opportunity to acquire a propriety interest in the Company
by the grant of Options to such persons under the terms herein set forth. By
doing so, the Company seeks to motivate, retain and attract highly competent,
highly motivated Eligible Plan Participants to ensure the success of the
Company. The Options to be granted hereunder are non-statutory Options made
available to Eligible Plan Participants.
2.3 EFFECTIVE DATE. The Plan shall become effective upon its adoption by
the Board of the Company.
2.4 TERMINATION DATE. The Plan shall terminate ten (10) years from the date
the Plan is adopted by the Board of the Company and at such time any Options
granted hereunder shall be void and of no further force or effect.
ARTICLE III: PARTICIPANTS
Only Eligible Plan Participants shall be eligible to be granted an Option
under the Plan. The Board may grant Options to any Eligible Plan Participants in
accordance with such determinations as the Board may, from time to time, in its
sole discretion make.
ARTICLE IV: ADMINISTRATION
4.1 The Plan shall be administered by the Board of Directors of the
Company. Subject to the express provisions of the Plan, the Board of Directors
shall have the sole discretion and authority to determine from among eligible
persons those to whom and the time or times at which Options may be granted and
the number of shares of Stock to be subject to each Option. Subject to the
express provisions of the Plan, the Board of Directors shall also have complete
authority to interpret the Plan, to prescribe, amend and rescind rules and
regulations related to it and to determine the details and provisions of each
Stock Option Agreement and to make all other determinations necessary or
advisable in the administration of the Plan. The Board of Directors shall also
have the authority to modify outstanding Options and the provisions therein
subject to the agreement of the Optionee.
4.2 RECORDS OF PROCEEDINGS. The Board of Directors shall maintain written
minutes of its actions which shall be maintained among the records of the
Company.
4.3 COMPANY ASSISTANCE. The Company shall supply full and timely
information to the Board of Directors in all matters relating to eligible
Optionees, their status, death, retirement, disability and such other pertinent
facts as the Board of Directors may require. The Company shall furnish the Board
of Directors with such clerical and other assistance as is necessary in the
performance of its duties.
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ARTICLE V: SHARES OF STOCK SUBJECT TO THE PLAN
5.1 LIMITATION. The number of shares of Stock which may be issued and sold
hereunder shall not exceed 5,000,000 shares.
5.2 OPTIONS GRANTED UNDER THE PLAN. Shares of stock with respect to which
an Option is granted hereunder, but which lapses prior to exercise, shall be
considered available for grant hereunder. Therefore, if Options granted
hereunder shall terminate for any reason without being wholly exercised, new
Options may be granted hereunder covering the number of shares to which such
terminated Options related.
5.3 OPTIONS TO BE GRANTED. The Board of Directors shall have the discretion
to award options to individuals as and when deemed appropriate subject to the
terms and conditions of the Plan.
5.4 ANTI-DILUTION. In the event the Stock subject to this Plan is changed
into or exchanged for a different number or kind of stock or other securities of
the Company or of another organization by reason of merger, consolidation or
reorganization, recapitalization, reclassification, combination of shares, stock
split or stock dividend;
(a) The aggregate number and kind of shares of Stock subject to the Plan
shall be adjusted appropriately;
(b) Unless modified by the Option Agreement for a Granted Option, the
Option price of any outstanding Option issued pursuant to the Plan shall be
adjusted appropriately;
(c) Where dissolution or liquidation of the Company or any merger of
consolidation in which the Company is not a surviving corporation is involved,
the Optionee holding any Option issued pursuant to the Plan shall have the right
immediately prior to such dissolution, liquidation, merger or combination to
exercise the Option, in whole or in part, to the extent that it shall not have
been exercised without regard to any installment exercise provision.
ARTICLE VI: OPTION PROVISIONS
6.1 OPTIONS. Each Option granted hereunder shall be evidenced by minutes of
a meeting of or the written consent of the Board of Directors and by a written
Stock Option Agreement dated as of the date of grant and executed by the Company
and the Optionee, which agreement shall set forth such terms and conditions as
may be determined by the Board consistent with the Plan.
6.2 OPTION PRICE. The per share Option price for the stock subject to each
Option shall not be less than the fair market value per share on the effective
date of grant or such other price as the Board may determine.
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6.3 OPTION PERIOD. Each Option granted hereunder must be granted within
five (5) years from the effective date of the Plan. The period for the exercise
of each Option shall be determined by the Board, but in no instance shall such
period exceed five (5) years from the date of grant of the Option.
6.4 OPTION EXERCISE.
(a) Options granted hereunder may not be exercised until and unless the
Optionee shall meet the conditions precedent established by the Board of
Directors for the Officers or Directors.
(b) Options may be exercised by the Eligible Plan Participants in whole or
in part. Optionees may exercise their Option at any time by giving written
notice to the Company with respect to the specified option, delivered to the
Company at its principal office together with payment in full to the Company of
the amount of the Option price for the number of shares with respect to which
the Option(s) are then being exercised.
6.6 NON-TRANSFERABILITY OF OPTION. No Option or any right relative thereto
shall be transferred by an Optionee otherwise than as permitted by the specific
Grant of an Option consistent with the regulations of the U.S. Securities and
Exchange Commission, by will or by the laws of descent and distribution. During
the lifetime of an Optionee, the Option shall be exercisable only by him or her.
6.7 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT OR DIRECTORSHIP.
(a) If the Eligible Plan Participant's relationship with the Company shall
be terminated, with or without cause, or by the act of the Eligible Plan
Participant, the Optionee's right to exercise such Options shall terminate and
all rights thereunder shall cease three (3) days after the date on which such
person's association is terminated, unless this provision is modified by the
Option Agreement for the Options. Provided however, that if the Optionee shall
die or become permanently and totally disabled while employed by or serving as a
non-employee Director of the Company, as solely determined by the Board in
accordance with its policies, then either his or her personal representatives or
a transferee under the Optionee's will or pursuant to the laws of descent and
distribution, or the disabled Optionee may exercise the Option in full six (6)
months from the date of such death or disability unless this provision is
modified by the Option Agreement for the Options. In the case of an Optionee's
retirement in accordance with the Company's established retirement policy, such
Option shall remain exercisable by the Optionee for three (3) days from the date
of such retirement unless this provision is modified by the Option Agreement for
the Options.
(b) No transfer of an Option by the Optionee by will or the laws of descent
and distribution shall be effective to bind the Company unless the Company shall
have been furnished with a written notice thereof and an authenticated copy of
the will and/or such other evidence as the Committee may deem necessary to
establish the validity of the transfer and the acceptance by the transferee or
transferees of the terms and conditions of such Option.
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6.8 RIGHTS AS A SHAREHOLDER.
(a) An Optionee or a transferee of an Option shall have no rights as a
shareholder of the Company with respect to any shares subject to any
unexercised Options.
(b) Ownership rights shall vest with the Eligible Plan Participant
according to the vesting provision set forth in Option Agreement for the
Options granted.
6.9 REQUIRED FILINGS. An Optionee to whom an Option is granted under the
terms of the Plan may be required to file appropriate reports with governmental
agencies. As a condition of the receipt of an Option hereunder, Optionees shall
agree to make such necessary. The Company shall assist and cooperate with
Optionees by providing the necessary information required for compliance of this
condition.
ARTICLE VII: STOCK CERTIFICATES
7.1 ISSUANCE. The Company shall issue and deliver any certificate for
shares of Stock purchased upon the exercise of any Option granted hereunder.
7.2 TRANSFER RESTRICTIONS. Unless a registration statement covering the
shares underlying the Options is in effect at the time of execution of an Option
Agreement, the Board shall instruct the Secretary of the Corporation to impose
restrictions of the subsequent transferability of Stock issued pursuant to
Options to be granted hereunder. The Stock of the Company to be issued pursuant
to the exercise of an Option shall have such restrictions prominently displayed
as a legend on such certificate.
ARTICLE VIII: TERMINATION OR AMENDMENT OF THE PLAN
The Board may at any time terminate the plan, and may at any time and from
time to time and in any respect amend or modify the Plan. Provided, however, if
the Plan has been submitted to and approved by the shareholders of the Company
no such action by the Board may be taken without approval of the majority of the
shareholders of the Company which: (a) increases the total number of shares of
Stock subject to the Plan, except as contemplated in Section 5.4 hereof; (b)
changes the manner of determining the Option price; or (c) withdraws the
administration of the Plan from the Administrative Committee.
ARTICLE IX: EMPLOYMENT
9.1 EMPLOYMENT. Nothing in the Plan or any Option granted hereunder or in
any Stock Option Agreement shall confer upon a non-employee Director receiving
such Option or Stock Option Agreement the status as an employee of the Company.
Further, nothing in the Plan or any Option granted hereunder shall in any manner
create in any Optionee the right to continue their relationship with the Company
or create any vested interest in such relationship, including employment.
9.2 OTHER COMPENSATION PLANS. The adoption of the Plan shall not effect any
other stock option, incentive, or other compensation plan in effect for the
Company or any of its subsidiaries, nor shall the Plan preclude the Company or
any subsidiary thereof from establishing any other forms of incentive or other
compensation for employees or non-employee Directors of the Company, or any
subsidiary thereof.
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9.3 PLAN EFFECT. The Plan shall be binding upon the successors and assigns
of the Company.
9.4 TENSE. When used herein nouns in the singular shall include the plural.
9.5 HEADINGS OF SECTIONS ARE NOT PART OF THE PLAN. Headings of articles and
sections hereof are inserted for convenience and reference and constitute no
part of the Plan.