Letter Agreement for Termination of Incentive Stock Option Agreement between William F. Pass and U.S. Gold Corporation

Summary

This agreement, dated December 20, 2002, is between William F. Pass and U.S. Gold Corporation. It confirms that Mr. Pass voluntarily agrees to terminate his right to purchase 375,000 shares of U.S. Gold Corporation stock under a previous stock option agreement, as the plan and agreement were not approved by shareholders. The termination is effective immediately and Mr. Pass receives no compensation for this action.

EX-10.3 5 usex10-3.txt LETTER AGREEMENT Exhibit 10.3 Letter Agreement Dated December 20, 2002 By and Between William F. Pass and U.S. Gold Corporation This letter agreement (the "Agreement") is made between William F. Pass, Vice President, Chief Financial Officer and Secretary (the "Option Holder") and U.S. Gold Corporation (the "Corporation"). WHEREAS, effective August 20, 2002, Option Holder was granted an Incentive Stock Option Agreement under the Corporation's 2002 Stock Option and Stock Grant Plan (the "Plan") covering options to purchase 375,000 shares of Common Stock of the Corporation at an exercise price of $0.32/share and expiring August 20, 2012 (the "SOA"), which SOA was not able to be exercised until and unless the Plan as well as the SOA were approved by shareholders of the Corporation, and WHEREAS, the shareholders of the Corporation have not to date approved either the Plan nor the SOA, and WHEREAS, the Option Holder has voluntarily agreed to terminate the SOA effective immediately and for no consideration, and WHEREAS, the Corporation accepts the voluntary officer of the Option Holder and is agreeable to the termination of the SOA immediately, now THEREFORE, the Option Holder and the Corporation agree to the termination effective immediately of that certain Incentive Stock Option Agreement dated August 20, 2002 with Option Holder covering an aggregate of 375,000 shares of Common Stock of the Corporation at an exercise price of $0.32/share. IN WITNESS WHEREOF, the parties hereto have executed this letter agreement effective as of December 20, 2002. Option Holder: /S/ William F. Pass William F. Pass Corporation /S/ William W. Reid William W. Reid President, Chief Executive Officer and Chairman