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<A NAME=A001></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>UNITED STATES<BR>SECURITIES AND EXCHANGE
COMMISSION <BR><U>Washington, D.C. 20549 </U></B></FONT></P>

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<A NAME=A003></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>FORM 8-K</B> </FONT></P>

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<A NAME=A004></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>CURRENT REPORT

<BR>Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934</B> </FONT></P>

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<A NAME=A005></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> <B>Date of Report: March 27, 2008</B></FONT></P>

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<A NAME=A006></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>Golden Eagle
International, Inc.</B>  </FONT></P>

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<P ALIGN="Center"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(Exact Name of Registrant as
Specified in its Charter) </FONT></P>


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<TR VALIGN=Bottom>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TH></TR>
<TR VALIGN=Bottom>
     <TD WIDTH=38% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;<U><B>Colorado</B></U></FONT></TD>
     <TD WIDTH=30% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U><B>0-23726</B></U></FONT></TD>
     <TD WIDTH=32% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U><B>84-1116515</B></U></FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(State or Other</FONT></TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(Commission</FONT></TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(I.R.S. Employer</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Jurisdiction of</FONT></TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>File Number)</FONT></TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Identification</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;Incorporation)</FONT></TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>No.)</FONT></TD></TR>

</TABLE>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U><B>9661 South 700 East, Salt Lake City, Utah 84070</B> </U><BR>(Address of Principal
Executive Offices) (Zip Code) </FONT></P>

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<A NAME=A010></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U><B>(801) 619-9320</B> </U><BR>(Registrant&#146;s
Telephone Number, Including Area Code) </FONT></P>

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<A NAME=A012></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U><B>Not applicable</B></U>  <BR>(Former Name or Former
Address, If Changed Since Last Report.) </FONT></P>
<BR><BR><BR>

<BR>
<BR><BR>
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<A NAME=A016></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 5 &#150;
Corporate Governance and Management </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Item 5.02  Departure of Directors or
Certain  Officers;  Election of Directors;  Appointment  of Certain  Officers;
Compensatory Arrangements of Certain Officers </I></FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
March 27, 2009 our Board of Directors approved the Golden Eagle International, Inc. 2009
Equity Incentive Plan (the &#147;Plan&#148;). The Plan is intended to provide incentives
to officers, employees and other persons, including consultants and advisers, who
contribute to the success of the Company by offering them the opportunity to acquire an
ownership interest in it or increase their ownership interest. The Board of Directors
believes that this also will help to align the interests of our management and employees
with the interests of its shareholders. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Plan provides for a maximum of 750,000,000 shares of common stock to be reserved to be
issued upon the exercise of options (&#147;Options&#148;) or the grant of restricted stock
awards (&#147;Bonuses&#148;). Adoption by the Board of Directors is contingent upon
obtaining shareholder approval by March 26, 2010. The Plan includes two types of Options.
Options intended to qualify as incentive stock options under Section 422 of the Internal
Revenue Code of 1986, as amended (the &#147;Code&#148;) are referred to as &#147;Incentive
Options.&#148; Options, which are not intended to qualify as Incentive Options are
referred to as &#147;Non-Qualified Options.&#148; Bonuses, which may also be granted under
the Plan, are the outright issuance of shares of Common Stock. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company plans to seek shareholder approval of the Plan no later than the next annual
shareholders meeting: (i) to satisfy the contingency to the Board of Directors&#146;
adoption of the Plan; and (ii) to permit the issuance of Options which will qualify as
Incentive Options pursuant to the Code. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Plan is administered by the Board of Directors since the Company has not appointed a
Compensation Committee. In addition to determining who will be granted Options or Bonuses,
the Committee (or the Board in the absence of the Committee) has the authority and
discretion to determine when Options and Bonuses will be granted and the number of Options
and Bonuses to be granted. The Board (or, if appointed, the Committee) also may determine
a vesting and/or forfeiture schedule for Bonuses and/or Options granted, the time or times
when each Option becomes exercisable, the duration of the exercise period for Options and
the form or forms of the agreements, certificates or other instruments evidencing grants
made under the Plan. The Board (or Committee) may determine the purchase price of the
shares of common stock covered by each Option and determine the Fair Market Value per
share. The Board (or Committee) also may impose additional conditions or restrictions not
inconsistent with the provisions of the Plan. The Board (or Committee) may adopt, amend
and rescind such rules and regulations as in its opinion may be advisable for the
administration of the Plan. If the number of shares reserved under the Plan is increased,
shareholder approval must be obtained on the amendment to increase the shares reserved. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Board (or Committee) also has the power to interpret the Plan and the provisions in the
instruments evidencing grants made under it, and is empowered to make all other
determinations deemed necessary or advisable for the administration of it. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
grant of Options or Bonuses under the Plan does not confer any rights with respect to
continuation of employment, and does not interfere with the right of the recipient or the
Company to terminate the recipient&#146;s employment, although a specific grant of Options
or Bonuses may provide that termination of employment or cessation of service as an
employee, officer, or consultant may result in forfeiture or cancellation of all or a
portion of the Bonuses or Options. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the event a change, such as a stock split, is made in our capitalization which results in
an exchange or other adjustment of each share of Common Stock for or into a greater or
lesser number of shares, appropriate adjustments will be made to unvested bonuses and in
the exercise price and in the number of shares subject to each outstanding Option. The
Board (or, if appointed, the Committee) also may make provisions for adjusting the number
of bonuses or underlying outstanding Options in the event we effect one or more
reorganizations, recapitalizations, rights offerings, or other increases or reductions of
shares of our outstanding Common Stock. Options and Bonuses may provide that in the event
of the dissolution or liquidation of the Company, a corporate separation or division or
the merger or consolidation of the Company, the holder may exercise the Option on such
terms as it may have been exercised immediately prior to such dissolution, corporate
separation or division or merger or consolidation; or in the alternative, the Board (or,
if appointed, the Committee) may provide that each Option granted under the Plan shall
terminate as of a date fixed by the Committee. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
exercise price of any Option granted under the Plan must be no less than 100% of the
&#147;fair market value&#148; of our Common Stock on the date of grant. Any Incentive
Stock Option granted under the Plan to a person owning more than 10% of the total combined
voting power of the Common Stock shall be at a price of no less than 110% of the Fair
Market Value per share on the date of grant. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
exercise price of an Option may be paid in cash, in shares of our Common Stock or other
property having a fair market value equal to the exercise price of the Option, or in a
combination of cash, shares and property. Unless otherwise stated by Board (or Committee)
resolution, the Options can also be exercised pursuant to &#147;net exercise&#148;
procedures which permit the fair market value of the Options (equal to the value of the
underlying shares less the exercise price) to be used to pay the exercise price. The Board
(or Committee) shall determine whether or not property other than cash or Common Stock or
a net exercise may be used to purchase the shares underlying an Option and shall determine
the value of the property received. The Plan provides that, unless otherwise provided by
the Board (or the Committee), Options granted under the Plan survive a Change of Control
(as that term is defined in the Plan) and for 18 months following a Change of Control if
the holder is terminated as an employee of the Company without cause following a Change of
Control. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At
the time of adoption of the Plan, the Board also granted certain options to a number of
officers and key employees. The options were granted subject to shareholder approval and the availability of sufficient authorized and unissued common shares. If the shareholders do not approve the Plan by March 26, 2010, the options granted to the
officers and key employees will be lost. Assuming that the Company&#146;s shareholders
approve the Plan when presented, the Options granted have an exercise period of three
years from the date of grant (that is, through March 26, 2012) at an exercise price of
$0.0018 per share (the average of the closing price for the 10 trading days prior to March
27, 2009, plus an additional 25% above that average price). The Board considered several
factors in granting the options to our executives and key employees such as length of
service; sacrifices made during the period of service, such as foregoing salary, personal
operating loans made to us to allow us to continue in operation, voluntary reductions in
salary, forgiveness of significant salary arrearages for the benefit of the Company, etc.;
the past and ongoing contribution made to maintaining the Company in operation despite
significant challenges, and to its recent successes in opening potential new avenues for
progress. The following is a list of the options granted executive officers under the
Plan: </FONT></P>


<TABLE CELLPADDING="1" CELLSPACING="1" BORDER="1" WIDTH="600" ALIGN="Center">
<TR VALIGN=Bottom>
     <TH><FONT FACE="Times New Roman" SIZE=2></FONT></TH>
     <TH><FONT FACE="Times New Roman" SIZE=2></FONT></TH>
 </TR>
<TR VALIGN=Bottom>
     <TD WIDTH=50% ALIGN=LEFT><FONT FACE="Times New Roman" SIZE=2>Terry C. Turner, President, Chief Operating Officer and Chairman of the Board of Directors</FONT></TD>
     <TD WIDTH=50% ALIGN=RIGHT><FONT FACE="Times New Roman" SIZE=2>200,000,000&nbsp;</FONT></TD></TR>


<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman" SIZE=2>Harlan (Mac) DeLozier, Vice President for Bolivian Operations and Director</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman" SIZE=2>100,000.000</FONT></TD></TR>

<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman" SIZE=2>Tracy A. Madsen, Vice President for U.S.Operations, Chief Financial Officer,Corporate Secretary and Treasurer</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman" SIZE=2>75,000,000&nbsp;</FONT></TD></TR>


<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman" SIZE=2>Alvaro Riveros, Director</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman" SIZE=2>10,000,000&nbsp;</FONT></TD></TR>


<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman" SIZE=2>Blane W. Wilson, Chief Operating Officer</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman" SIZE=2>80,000,000&nbsp;</FONT></TD></TR>
</TABLE>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Options
to acquire 36,500,000 shares were granted on the same terms to persons who are neither
executive officers nor directors of the Company. The Plan will be presented in more detail
in a Proxy Statement when the shareholders&#146; consideration and approval for the Plan
is sought at a future date. </FONT></P>

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<A NAME=A017></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Item 9.01 &#150;
Financial Statements and Exhibits </B></FONT></H1>






<TABLE BORDER="0" CELLPADDING="5" CELLSPACING="5">
<TR VALIGN="BOTTOM">
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TH></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(a)</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Financial Statements of Businesses Acquired.</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Not applicable.</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(b)</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Pro forma financial information.</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Not applicable.</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(c)</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Shell company transactions.</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Not applicable.</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(d)</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Exhibits</FONT></TD></TR>

</TABLE>
<BR><BR>

















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<A NAME=A018></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.01 <A HREF="ge_8kmarch3009-incplan.htm">2009 Equity
Incentive Plan</A> </FONT></P>

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<A NAME=A019></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SIGNATURES </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized, on the
31st day of March, 2009. </FONT></P>

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<A NAME=A020></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</I></FONT></P>





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<TR VALIGN=TOP>
<TD WIDTH=40%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Golden
Eagle International, Inc.</B><BR><BR>
<BR>By: /s/ Terry C. Turner<BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
Terry C. Turner<BR>President and Chief Executive Officer</FONT></TD>
</TR>
</TABLE>
<BR>



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{"company-data": {"conformed-name": "GOLDEN EAGLE INTERNATIONAL INC", "cik": "0000869531", "assigned-sic": "1000", "irs-number": "841116515", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-23726", "film-number": "09717270"}, "business-address": {"street1": "9661 SOUTH 700 EAST", "city": "SALT LAKE CITY", "state": "UT", "zip": "84070", "phone": "8016199320"}, "mail-address": {"street1": "9661 SOUTH 700 EAST", "city": "SALT LAKE CITY", "state": "UT", "zip": "84070"}, "former-company": {"former-conformed-name": "BENEFICIAL CAPITAL FINANCIAL SERVICES CORP", "date-changed": "19940329"}}
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
Date of Report: March 27, 2008
Golden Eagle
International, Inc.
(Exact Name of Registrant as
Specified in its Charter)
Colorado
0-23726
84-1116515
(State or Other
(Commission
(I.R.S. Employer
Jurisdiction of
File Number)
Identification
Incorporation)
No.)
9661 South 700 East, Salt Lake City, Utah 84070
(Address of Principal
Executive Offices) (Zip Code)
(801) 619-9320
(Registrant's
Telephone Number, Including Area Code)
Not applicable
(Former Name or Former
Address, If Changed Since Last Report.)
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
On
March 27, 2009 our Board of Directors approved the Golden Eagle International, Inc. 2009
Equity Incentive Plan (the "Plan"). The Plan is intended to provide incentives
to officers, employees and other persons, including consultants and advisers, who
contribute to the success of the Company by offering them the opportunity to acquire an
ownership interest in it or increase their ownership interest. The Board of Directors
believes that this also will help to align the interests of our management and employees
with the interests of its shareholders.
The
Plan provides for a maximum of 750,000,000 shares of common stock to be reserved to be
issued upon the exercise of options ("Options") or the grant of restricted stock
awards ("Bonuses"). Adoption by the Board of Directors is contingent upon
obtaining shareholder approval by March 26, 2010. The Plan includes two types of Options.
Options intended to qualify as incentive stock options under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code") are referred to as "Incentive
Options." Options, which are not intended to qualify as Incentive Options are
referred to as "Non-Qualified Options." Bonuses, which may also be granted under
the Plan, are the outright issuance of shares of Common Stock.
The
Company plans to seek shareholder approval of the Plan no later than the next annual
shareholders meeting: (i) to satisfy the contingency to the Board of Directors'
adoption of the Plan; and (ii) to permit the issuance of Options which will qualify as
Incentive Options pursuant to the Code.
The
Plan is administered by the Board of Directors since the Company has not appointed a
Compensation Committee. In addition to determining who will be granted Options or Bonuses,
the Committee (or the Board in the absence of the Committee) has the authority and
discretion to determine when Options and Bonuses will be granted and the number of Options
and Bonuses to be granted. The Board (or, if appointed, the Committee) also may determine
a vesting and/or forfeiture schedule for Bonuses and/or Options granted, the time or times
when each Option becomes exercisable, the duration of the exercise period for Options and
the form or forms of the agreements, certificates or other instruments evidencing grants
made under the Plan. The Board (or Committee) may determine the purchase price of the
shares of common stock covered by each Option and determine the Fair Market Value per
share. The Board (or Committee) also may impose additional conditions or restrictions not
inconsistent with the provisions of the Plan. The Board (or Committee) may adopt, amend
and rescind such rules and regulations as in its opinion may be advisable for the
administration of the Plan. If the number of shares reserved under the Plan is increased,
shareholder approval must be obtained on the amendment to increase the shares reserved.
The
Board (or Committee) also has the power to interpret the Plan and the provisions in the
instruments evidencing grants made under it, and is empowered to make all other
determinations deemed necessary or advisable for the administration of it.
The
grant of Options or Bonuses under the Plan does not confer any rights with respect to
continuation of employment, and does not interfere with the right of the recipient or the
Company to terminate the recipient's employment, although a specific grant of Options
or Bonuses may provide that termination of employment or cessation of service as an
employee, officer, or consultant may result in forfeiture or cancellation of all or a
portion of the Bonuses or Options.
In
the event a change, such as a stock split, is made in our capitalization which results in
an exchange or other adjustment of each share of Common Stock for or into a greater or
lesser number of shares, appropriate adjustments will be made to unvested bonuses and in
the exercise price and in the number of shares subject to each outstanding Option. The
Board (or, if appointed, the Committee) also may make provisions for adjusting the number
of bonuses or underlying outstanding Options in the event we effect one or more
reorganizations, recapitalizations, rights offerings, or other increases or reductions of
shares of our outstanding Common Stock. Options and Bonuses may provide that in the event
of the dissolution or liquidation of the Company, a corporate separation or division or
the merger or consolidation of the Company, the holder may exercise the Option on such
terms as it may have been exercised immediately prior to such dissolution, corporate
separation or division or merger or consolidation; or in the alternative, the Board (or,
if appointed, the Committee) may provide that each Option granted under the Plan shall
terminate as of a date fixed by the Committee.
The
exercise price of any Option granted under the Plan must be no less than 100% of the
"fair market value" of our Common Stock on the date of grant. Any Incentive
Stock Option granted under the Plan to a person owning more than 10% of the total combined
voting power of the Common Stock shall be at a price of no less than 110% of the Fair
Market Value per share on the date of grant.
The
exercise price of an Option may be paid in cash, in shares of our Common Stock or other
property having a fair market value equal to the exercise price of the Option, or in a
combination of cash, shares and property. Unless otherwise stated by Board (or Committee)
resolution, the Options can also be exercised pursuant to "net exercise"
procedures which permit the fair market value of the Options (equal to the value of the
underlying shares less the exercise price) to be used to pay the exercise price. The Board
(or Committee) shall determine whether or not property other than cash or Common Stock or
a net exercise may be used to purchase the shares underlying an Option and shall determine
the value of the property received. The Plan provides that, unless otherwise provided by
the Board (or the Committee), Options granted under the Plan survive a Change of Control
(as that term is defined in the Plan) and for 18 months following a Change of Control if
the holder is terminated as an employee of the Company without cause following a Change of
Control.
At
the time of adoption of the Plan, the Board also granted certain options to a number of
officers and key employees. The options were granted subject to shareholder approval and the availability of sufficient authorized and unissued common shares. If the shareholders do not approve the Plan by March 26, 2010, the options granted to the
officers and key employees will be lost. Assuming that the Company's shareholders
approve the Plan when presented, the Options granted have an exercise period of three
years from the date of grant (that is, through March 26, 2012) at an exercise price of
$0.0018 per share (the average of the closing price for the 10 trading days prior to March
27, 2009, plus an additional 25% above that average price). The Board considered several
factors in granting the options to our executives and key employees such as length of
service; sacrifices made during the period of service, such as foregoing salary, personal
operating loans made to us to allow us to continue in operation, voluntary reductions in
salary, forgiveness of significant salary arrearages for the benefit of the Company, etc.;
the past and ongoing contribution made to maintaining the Company in operation despite
significant challenges, and to its recent successes in opening potential new avenues for
progress. The following is a list of the options granted executive officers under the
Plan:
Terry C. Turner, President, Chief Operating Officer and Chairman of the Board of Directors
200,000,000
Harlan (Mac) DeLozier, Vice President for Bolivian Operations and Director
100,000.000
Tracy A. Madsen, Vice President for U.S.Operations, Chief Financial Officer,Corporate Secretary and Treasurer
75,000,000
Alvaro Riveros, Director
10,000,000
Blane W. Wilson, Chief Operating Officer
80,000,000
Options
to acquire 36,500,000 shares were granted on the same terms to persons who are neither
executive officers nor directors of the Company. The Plan will be presented in more detail
in a Proxy Statement when the shareholders' consideration and approval for the Plan
is sought at a future date.
Item 9.01 –
Financial Statements and Exhibits
(a)
Financial Statements of Businesses Acquired.
Not applicable.
(b)
Pro forma financial information.
Not applicable.
(c)
Shell company transactions.
Not applicable.
(d)
Exhibits
10.01
2009 Equity
Incentive Plan
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized, on the
31st day of March, 2009.
Golden
Eagle International, Inc.
By: /s/ Terry C. Turner
——————————————
Terry C. Turner
President and Chief Executive Officer