UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 22, 2010
Date of Report (Date of earliest
event reported)
IRELAND INC.
(Exact name of
registrant as specified in its charter)
| NEVADA | 000-50033 | 91-2147049 |
| (State or other jurisdiction of | (Commission File | (IRS Employer Identification No.) |
| incorporation) | Number) |
| 2441 West Horizon Ridge Parkway, Suite 100 | |
| Henderson, NV | 89052 |
| (Address of principal executive offices) | (Zip Code) |
(702) 932-0353
Registrant's telephone number,
including area code
NOT APPLICABLE
(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
____ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
____ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
____ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
____ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
Grant of Options to the Chief Executive Officer and the Chief Financial Officer under the 2007 Stock Incentive Plan
Effective July 22, 2010, the Company granted to Douglas D.G. Birnie, CEO, and Robert D. McDougal, CFO, non-qualified stock options to acquire an aggregate of 800,000 shares of the Company’s common stock under the Company’s 2007 Stock Incentive Plan (the “2007 Plan”) as follows:
| 1. |
Mr. Birnie was granted non-qualified stock options to purchase an aggregate of 600,000 shares of the Company's common stock pursuant to the 2007 Stock Incentive Plan (the "CEO Non-Qualified Options") as follows: | |
| (a) |
Options to purchase an aggregate of 300,000 shares of the Company’s common stock vesting on the dates and in the amounts, exercisable at the price, and expiring on the dates, each as set out below: | |
| Number of Options to | Exercise Price | Vesting Date | Expiration Date | |
| Vest | Per Share | |||
| 50,000 | $0.75 | June 30, 2010 | June 29, 2015 | |
| 50,000 | $0.75 | December 31, 2010 | December 30, 2015 | |
| 50,000 | $0.75 | June 30, 2011 | June 29, 2016 | |
| 50,000 | $0.75 | December 31, 2011 | December 30, 2016 | |
| 50,000 | $0.75 | June 30, 2012 | June 30, 2017 | |
| 50,000 | $0.75 | December 31, 2012 | December 30, 2017 |
| (b) |
Options to purchase an aggregate of 150,000 shares of the Company’s common stock at an exercise price of $0.50 per share, vesting on the dates and in the amounts, and expiring on the dates, each as set out below: |
| Number of Options to Vest |
Vesting Date | Expiration Date | |||
150,000 |
The first date after the Grant Date that the closing price for the Company’s common stock (as quoted by the principal market or exchange on which such shares trades) exceeds $1.00 per share for 20 consecutive trading days. |
The date that is 5 years after the vesting date. |
| (c) |
Options to purchase an aggregate of 150,000 shares of the Company’s common stock at an exercise price of $0.50 per share, vesting upon the Board of Directors determining, by resolution, that the Company has, from the Grant Date, made adequate and sufficient progress on its technical and feasibility programs for the Company’s Columbus Mineral Project, and expiring on the date that is 5 years after the vesting date. |
| 2. |
Mr. McDougal was granted non-qualified stock options to purchase an aggregate of 200,000 shares of the Company's common stock pursuant to the 2007 Stock Incentive Plan (the "CFO Non-Qualified Options") as follows: | |
| (a) |
Options to purchase an aggregate of 100,000 shares of the Company’s common stock vesting on the dates and in the amounts, exercisable at the price, and expiring on the dates, each as set out below: | |
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| Number of Options to | Exercise Price | Vesting Date | Expiration Date | |
| Vest | Per Share | |||
| 16,667 | $0.75 | June 30, 2010 | June 29, 2015 | |
| 16,667 | $0.75 | December 31, 2010 | December 30, 2015 | |
| 16,667 | $0.75 | June 30, 2011 | June 29, 2016 | |
| 16,667 | $0.75 | December 31, 2011 | December 30, 2016 | |
| 16,667 | $0.75 | June 30, 2012 | June 30, 2017 | |
| 16,665 | $0.75 | December 31, 2012 | December 30, 2017 |
| (b) |
Options to purchase an aggregate of 50,000 shares of the Company’s common stock at an exercise price of $0.50 per share, vesting on the dates and in the amounts, and expiring on the dates, each as set out below: |
| Number of Options to Vest |
Vesting Date |
Expiration Date | |||
| 150,000 | The first date after the Grant Date that the closing price for the Company’s common stock as quoted by the principal market or exchange on which such shares trades exceeds $1.00 per share for 20 consecutive trading days. |
The date that is 5 years after the vesting date. |
| (c) |
Options to purchase an aggregate of 50,000 shares of the Company’s common stock at an exercise price of $0.50 per share, vesting upon the Board of Directors determining, by resolution, that the Company has, from the Grant Date, made adequate and sufficient progress on its technical and feasibility programs for the Company’s Columbus Mineral Project, and expiring on the date that is 5 years after the vesting date. |
Pursuant to the option agreements between the Company and Mr. Birnie and Mr. McDougal with respect to the above grants, each of the options granted to Mr. Birnie and Mr. McDougal will automatically vest and become exercisable upon the occurrence of a change in control of the Company.
Copies of Mr. Birnie's and Mr. McDougal's non-qualified stock option agreements are attached as exhibits to this Current Report on Form 8-K.
SECTION 8 – OTHER EVENTS.
ITEM 8.01 OTHER EVENTS.
Grant of Options to Independent Directors Pursuant to 2007 Plan
On July 22, 2010, the Company granted to its two independent directors non-qualified stock options to acquire an aggregate of 400,000 shares of the Company’s common stock under the Company’s 2007 Stock Incentive Plan summarized below:
| 1. |
Michael A. Steele was granted non-qualified stock options to purchase an aggregate of 200,000 shares of the Company’s common stock, vesting on the dates and in the amounts, exercisable at the price, and expiring on the dates, each as set out below: |
| Number of Options to | Exercise Price | Vesting Date | Expiration Date | |
| Vest | Per Share | |||
| 100,000 | $0.53 | June 30, 2010 | June 29, 2015 | |
| 50,000 | $0.53 | September 30, 2010 | September 29 2015 | |
| 50,000 | $0.53 | December 31, 2010 | December 30, 2015 |
| 2. |
Mark H. Brennan was granted non-qualified stock options to purchase an aggregate of 200,000 shares of the Company’s common stock, vesting on the dates and in the amounts, exercisable at the price, and expiring on the dates, each as set out below: |
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| Number of Options to | Exercise Price | Vesting Date | Expiration Date | |
| Vest | Per Share | |||
| 100,000 | $0.53 | June 30, 2010 | June 29, 2015 | |
| 50,000 | $0.53 | September 30, 2010 | September 29 2015 | |
| 50,000 | $0.53 | December 31, 2010 | December 30, 2015 |
Pursuant to the option agreements between the Company and Mr. Steele and Mr. Brennan with respect to the above option grants, each of the options granted to Mr. Steele and Mr. Brennan will automatically vest and become exercisable upon the occurrence of a change in control of the Company.
Copies of Mr. Steele's and Mr. Brennan's non-qualified stock option agreements are attached as exhibits to this Current Report on Form 8-K.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IRELAND INC. | ||
| Date: July 27, 2010 | ||
| By: | /s/ Douglas D.G. Birnie | |
| Name: Douglas D.G. Birnie | ||
| Title: CEO and President |
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