EXHIBIT 10.12
ZIM TECHNOLOGIES INTERNATIONAL INC.
OPTION AGREEMENT
THIS AGREEMENT made as of the _________ day of __________, ___________
BETWEEN: ZIM TECHNOLOGIES INTERNATIONAL INC., a corporation
incorporated under the laws of Canada and having its
registered office at 00 Xxxxxxxxx Xxxx, in the City of Ottawa
I the Province of Ontario
(hereinafter called the "Corporation")
OF THE FIRST PART
-and-
_________________, and individual residing at
_____________________________, in the City of Ottawa,
in the Province of Ontario
(hereinafter called the "Optionee")
OF THE SECOND PART
WHEREAS the Optionee is a member of the Board of Directors of the
Corporation;
AND WHEREAS the Corporation wishes to offer the Optionee the
opportunity to purchase up to an aggregate of ________Common Shares in the
capital of the Corporation pursuant to the terms of this Agreement;
AND WHEREAS the granting of an option to the Optionee on the terms and
conditions hereinafter set forth has been duly authorized by the Corporation;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other
good and valuable consideration and the sum of two dollars ($2.00) now
paid by the Optionee to the Corporation (the receipt whereof is hereby
acknowledged by the Corporation), it is agreed by and between the
parties hereto as follows:
1. In this Agreement, the term "share" or "shares" shall mean, as the case may
be, one or more Common Shares in the capital of the Corporation as constituted
at the date of this Agreement.
2. The Corporation hereby grants to the Optionee, subject to the terms and
conditions hereinafter set out, an irrevocable option (hereinafter called the
"option") to purchase __________ shares of the Corporation (the said shares
being hereinafter called the "optioned shares"), at the price of CDN $_____ per
optioned share.
3. The Optionee shall, subject to the terms and conditions hereinafter set out,
have the right to immediately exercise the option with respect to all or any
portion of the optioned shares. Notwithstanding any of the foregoing, at the
close of business on ___________, (hereinafter called the "expiry date"), the
option shall forthwith expire and terminate and be of no further force or effect
whatsoever as to such of the optioned shares in respect of which such option has
not been previously exercised.
4. In the event of the death of the Optionee, the option may be exercised by the
Optionee's heirs, executors, administrators or personal legal representatives,
as applicable, in the same manner and to the same extent it could have been
exercised on the date of the Optionee's death under the provisions of Section 3
hereof at any time up to and including, but not after, a date ninety (90) days
after the date of the death of the Optionee or prior to the close of business on
the expiry date, as applicable, whichever is the earlier.
5. (a) Subject to the provisions of Sections 3, 4, and 11 hereof, the options
shall be exercisable as aforesaid by the Optionee, giving a notice, in the form
attached hereto as Schedule "A" and delivered to the Corporation, which notice
shall specify therein that the Optionee wishes to exercise the option and
indicate the number of optioned shares with respect to which the option is being
exercised. Such notice shall be accompanied by payment (by cash or certified
cheque) in full of the purchase price for the number of optioned shares with
respect to which the option is being exercised. Upon receiving any such notice
of exercise of option and payment as aforesaid, the Corporation shall forthwith,
deliver to the Optionee, within twenty (20) days following receipt by the
Corporation of any such notice of exercise of option, a copy of the certificate
or certificates in the name of the Optionee or as the Optionee may otherwise
direct representing such number of the optioned shares as is indicated in the
notice of exercise of option. The Corporation shall retain the original
certificate or certificates representing such optioned shares.
(b) The option hereby granted shall be deemed to have been exercised
with respect to the number of shares specified in such notice on the date that
payment of the purchase price for such number of optioned shares together with
the notice of exercise is received by the Corporation.
6. Nothing herein contained or done pursuant hereto shall obligate the Optionee
to purchase and/or pay for any optioned shares except those optioned shares in
respect of which the Optionee shall have exercised his option to purchase
hereunder in the manner hereinbefore provided.
7. (A) IN THE EVENT OF ANY SUB-DIVISION, RE-DIVISION OR CHANGE OF THE SHARES OF
THE CORPORATION AT ANY TIME PRIOR TO AN EXPIRY DATE INTO A GREATER NUMBER OF
SHARES, THE CORPORATION SHALL DELIVER AT THE TIME OF ANY EXERCISE THEREAFTER OF
THE OPTION SUCH ADDITIONAL NUMBER OF SHARES AS WOULD HAVE RESULTED FROM SUCH
SUB-DIVISION, RE-DIVISION OR CHANGE IF SUCH EXERCISE OF THE OPTION HAD BEEN
PRIOR TO THE DATE OF SUCH SUB-DIVISION, RE-DIVISION OR CHANGE, PROVIDED THAT NO
FRACTIONAL SHARES SHALL BE ISSUED PURSUANT TO AN EXERCISE OF THE OPTION.
(b) In the event of any consolidation or change of the shares of the Corporation
at any time prior to an expiry date into a lesser number of shares, the number
of shares deliverable by the Corporation on any exercise thereafter of the
option shall be reduced to such number of shares as would have resulted from
such consolidation or change if such exercise of the option had been prior to
the date of such consolidation or change, provided that no fractional shares
shall be issued pursuant to an exercise of the option.
8. In the event of the proposed dissolution, liquidation or winding-up of the
Corporation, to the extent that the Optionee's option has not been previously
exercised, it will terminate immediately prior to the consummation of such
proposed action. The Board may, in the exercise of its sole discretion in such
instances, declare that the Optionee's option shall terminate as of a date fixed
by the Board and give the Optionee the right to exercise his option as to all or
any part of the optioned shares, including shares as to which the option would
not otherwise be exercisable.
9. If, at any time, when the option remains unexercised with respect to any
optioned shares, the Board authorizes the Corporation to make a public offering
of its securities, the Board may, in its sole discretion, (a) permit the
Optionee to exercise its option in respect of all or any of the optioned shares
in respect of which the option has not been previously exercised, at any time
until a date which shall be specified by the Board and (b) require the
acceleration of the time for the exercise of the option and of the time for the
fulfillment of any conditions or restrictions on such exercise.
10. The Optionee shall have no rights whatsoever, as a shareholder, in respect
of any of the optioned shares (including any right to receive dividends or other
distributions therefrom or thereon) other than in respect of optioned shares in
respect of which the Optionee shall have exercised his option to purchase in
accordance with all of the terms and conditions hereunder and which the Optionee
shall have actually taken up and paid for.
11. The Optionee acknowledges and agrees that the option shall be administered
by the Board, and that the Board shall have full and final authority to make
such decisions and determinations as may be necessary with respect to the
administration of the option. The Optionee agrees that any decisions or
determinations made by the Board with respect to the Plan or the option shall be
final, binding and conclusive for all purposes.
12. The Optionee acknowledges and agrees that the option and the optioned shares
are subject to the terms and conditions of the minority holders agreement (the
"Minority Holders Agreement") delivered herewith.
13. Any notices required under the option shall be in writing and given by
personal delivery or by ordinary pre-paid mail to the recipient as follows:
to the Corporation at:
00 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxxxx
X0X 0X0
Attention: Board of Directors
and to the Optionee at:
_____________________________(Street)
_____________________________(City, Prov)
_____________________________(Postal Code)
(b) Any notice given by personal delivery or by ordinary pre-paid mail
shall be conclusively deemed to have been given on the day of receipt thereof by
the recipient.
14. Time shall be of the essence of this Agreement.
15. This Agreement shall enure to the benefit of and be binding upon the
Corporation, its successors and assigns, and the Optionee and his or its
successors, assigns, heirs, executors, administrators or legal personal
representatives, as applicable. This Agreement shall not be assignable or
transferable by the Optionee, except with the prior written consent of the
Corporation..
16. Words importing gender shall include the masculine, feminine and neuter
genders. Words importing the singular include the plural and vice versa.
17. EXCEPT FOR THE MINORITY HOLDER AGREEMENT, THIS AGREEMENT CONSTITUTE THE
ENTIRE AGREEMENT BETWEEN THE CORPORATION AND THE OPTIONEE PERTAINING TO THE
SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS, UNDERSTANDINGS,
NEGOTIATIONS AND DISCUSSIONS, WHETHER ORAL OR WRITTEN, BETWEEN THE CORPORATION
AND THE OPTIONEE PERTAINING TO THE SUBJECT MATTER HEREOF.
18. This Agreement shall be construed in accordance with and be governed by the
laws of the Province of Ontario and the laws of Canada applicable therein and
shall be deemed to have been made in the said Province.
19. This agreement may be executed in one or more counterparts, each of which
when so executed shall be deemed an original and all of which, taken together,
shall constitute one and the same instrument. Any party may execute this
agreement by facsimile.
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IN WITNESS WHEREOF this Agreement has been executed by the parties
hereto.
DATED as of this ________ day of _______________, _____________.
ZIM TECHNOLOGIES
INTERNATIONAL INC.
By: /s/ Marinus Wins
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Title: CFO
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Signature of Optionee:
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Please print name
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Address
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SCHEDULE"A"
[DATE]
ZIM Technologies International Inc.
00 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxxxx
X0X 0X0
Dear Sir:
Re: Stock Option
Please be advised that the undersigned ____________________,
being the holder of an option to purchase ____________ Common Shares of ZIM
Technologies International Inc. (the "Corporation"), hereby exercise her option
to purchase ________ of such Common Shares (the "Shares") of the Corporation at
an exercise price of Cdn _____per Share. The undersigned encloses a cheque
payable to the Corporation for $__________ representing the full purchase price
for the Shares. The undersigned hereby confirms that the Shares shall be bound
by and subject to the Minority Holders Agreement entered into on and as of the
date of the grant of the said options Please arrange for delivery to the
undersigned of a copy of the certificate representing the Shares of the.
Corporation registered as follows:
Name in which certificate is to be registered
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(STREET ADDRESS)
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(City, Province)
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(Postal Code)
Yours very truly,
