Form of stock option agreement dated July 1, 2011 with San Diego Torrey Hills Capital, as optionee

EX-10.68 5 exhibit10-68.htm EXHIBIT 10.68 Xtra-Gold Resources Corp.: Exhibit 10.68 - Filed by newsfilecorp.com

Exhibit 10.68

2011 STOCK OPTION PLAN OPTION AGREEMENT

This Option Agreement is entered into between Xtra-Gold Resources Corp. (the “Corporation”) and the consultant (the “Optionee”) named below pursuant to the Xtra-Gold Resources Corp. 2011 Stock Option Plan (the “Plan”). This Agreement witnesses that in consideration of the covenants and agreements herein contained and such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as set forth and confirms that:

on July 1, 2011 (the “Grant Date”)
SAN DIEGO TORREY HILLS CAPITAL, INC. (the “Optionee”)

was granted stock options (the “Options”) to purchase 100,000 shares of common stock (the “Option Shares”) of the Corporation, exercisable on a cumulative basis, at a price (the “Exercise Price”) of US$1.85 per Option Share; and for a term of 3 years (the “Option Period”) expiring at 5:00 p.m. (Toronto time) on July 1, 2014 (the “Expiry Date”).

The options granted in accordance with the above terms are not subject to any vesting schedule and shall be exercisable in their entirety upon execution of a consulting agreement entered into between the Corporation and the Optionee on July 1, 2014.

This Option Agreement is subject to the terms set out in, and in accordance with, the Plan. By signing this Option Agreement, the Optionee acknowledges having read and understands the Plan and accepts the Options in accordance with the terms and conditions of the Plan.

This Agreement may be signed by the parties hereto in counterpart, each of which counterpart when so signed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding the date of execution will be deemed to bear the execution date as set forth in this Agreement. This Agreement may be executed by facsimile and such facsimile or facsimiles shall be deemed to represent the original Agreement.

All capitalized terms not defined herein have the meaning assigned to them in the Plan.

IN WITNESS WHEREOF the Corporation and the Optionee have executed this Option Agreement as of the the 1st day of July, 2011.

XTRA-GOLD RESOURCES CORP.

By: /s/ Paul Zyla                                                        
       Paul Zyla,
       President and Chief Executive Officer

SAN DIEGO TORREY HILLS CAPITAL, INC.

By: /s/ Cliff Mastricola                                             
       Cliff Mastricola
       President

2011 STOCK OPTION PLAN

NOTICE OF EXERCISE

TO: Xtra-Gold Resources Corp.
  360 Bay Street
  Suite 301
  Toronto ON M5H 2V6
   
Attention: President  
   
  in person or by fax to ###-###-####

Reference is made to the Option Agreement made as of July 1, 2011 between Xtra-Gold Resources Corp. (the “Corporation”) and the Optionee named below. The Optionee hereby exercises the Option to purchase Shares of the Corporation as follows:

Number of Option Shares for which Options are being exercised:

Exercise Price per Option Share: US$ 1.85
     
Total Exercise Price: US$  
(in the form of a cheque which need not be a certified cheque or bank draft tendered with this Notice of exercise)
     
Name of Optionee:    
as it is to appear on the stock certificate    
     
Address of Optionee:    
as it is to appear on the register of Shares of the Corporation (and to which a certificate representing the Shares being purchased is to be delivered)
     
     
Dated: _________________________ SAN DIEGO TORREY HILLS CAPITAL, INC.
     
     
  By:
   
                               [print name and title of signatory]