EXHIBIT 6
[FORM OF]
NORTH AMERICAN VACCINE, INC.
STOCK OPTION AGREEMENT
GOVERNED BY THE NON-EMPLOYEE
DIRECTOR AND SENIOR EXECUTIVE
STOCK OPTION PLAN
This STOCK OPTION AGREEMENT ("Agreement") is made as of this 1st day of
January, 1994, between North American Vaccine, Inc., a Canadian corporation (the
"Company"), and Xxxxxxx Xxxxx (the "Optionee").
1. NATURE OF OPTION
This Stock Option (the "Option") is NOT intended to qualify as an
incentive stock option as defined in Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), and shall be construed as a non-qualified stock
option.
2. GRANT OF OPTION
The Company hereby irrevocably grants to the Optionee an Option to
purchase all or any part of an aggregate of _________ common shares, no par
value, of the Company (the "Common Share") (such number being subject to
adjustment as provided in Section 15 of this Agreement), on the terms and
conditions set forth in this Agreement and in the Non-Employee Director and
Senior Executive Stock Option Plan (the "Plan"), adopted by the Company, which
is incorporated herein by reference. The terms used in this Agreement shall have
the same definitions set forth in the Plan.
3. EXERCISE PRICE
The exercise price shall be $________ (Canadian) for each Common Share,
which price is no less than the fair market value per Common Share on the date
of grant.
4. DURATION OF OPTION
This Option may not be exercised after January 1, ____, and may be
exercised during such period only in accordance with the terms of the Plan and
this Agreement.
5. SCHEDULE OF EXERCISE OF OPTION
This Option shall be exercisable during the period set forth in Section
4, above, in accordance with the following schedule:
(a) _______ of the Common Shares optioned hereunder shall first
become exercisable on January 1, _____; and
(b) an additional ______ of the Common Shares optioned hereunder
shall first become exercisable on January 1, ______; and
(c) the remaining ______ of the Common Shares optioned hereunder
shall first become exercisable on January 1, _____.
Notwithstanding the foregoing, this Option may become immediately
exercisable upon a Change of Control as prescribed in Article VI of the Plan.
6. TERMINATION OF STATUS AS A NON-EMPLOYEE DIRECTOR
If Optionee ceases to serve as a Non-Employee Director of the Company,
he may, but only within three (3) months after the date he ceased to be a
Non-Employee Directors, exercise this Option to the extent that he was entitled
to exercise it at the date of such termination. To the extent that he was not
entitled to exercise this Option at the date of such termination, or if he does
not exercise this Option within the time specified herein, this Option shall
terminate.
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7. DISABILITY OF OPTIONEE
Notwithstanding the provisions of Section 6 above, if Optionee is
unable to continue to perform as a Non-Employee Director of the Company as a
result of his total and permanent disability (as defined in Section 22(e)(3) of
the Code), he may, but only within twelve (12) months from the date of
termination of employment, exercise his Option to the extent he was entitled to
exercise it at the date of such termination. To the extent that he was not
entitled to exercise this Option at the date of such termination, or if he does
not exercise this Option within the time specified herein, this Option shall
terminate.
8. DEATH OF OPTIONEE
In the event of the death of Optionee during the term of this Option
and while a Non-Employee Director of the Company, and having been in continuous
status as a Non-Employee Director since the date of grant of the Option, the
Option may be exercised, at any time within twelve (12) months following the
date of death, by Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only to the extent of the
right to exercise the Option on the date of death.
9. METHOD OF EXERCISE OF OPTION
The Option shall be exercised by delivery of a written notice to the
Company in the manner described in Section 19 of this Agreement. Such notice
shall be signed by the Optionee and shall state the election to exercise the
Option, the number of Common Shares in respect of which the Option is being
exercised, and such other representations and agreements as to the Optionee's
investment intent with respect to such Common Shares as may be required by the
Company. Full payment of the exercise price made by cash, check or if permitted
by the Compensation Committee,
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other Common Shares of the Company, or any combination of such methods, shall
accompany the notice. This Option may not be exercised for a fraction of a
Common Share.
10. LIMITATIONS ON EXERCISE OF OPTION
(a) No Common Shares shall be issued pursuant to the exercise of an
Option unless the exercise of such Option and the issuance and delivery of such
Common Shares shall comply with all relevant provisions of Canadian and United
States laws, including the Securities Act (Quebec), the Securities Act of 1933,
as amended, the Securities Exchange Act of 1934, as amended, the rules and
regulations promulgated under the Acts, and the requirements of any stock
exchange upon which the Common Shares may then be listed.
(b) As a condition to the exercise of the Option, the Company may
require the Optionee to represent and warrant at the time of such exercise that
the Common Shares purchased pursuant to the Option are being purchased only for
investment and without any present intention to sell or distribute such Common
Shares if, in the opinion of counsel for the Company, such a representation is
or may be required. Certificates representing Common Shares issued upon exercise
of this Option shall bear a restrictive legend prohibiting the transfer of such
Common Shares unless, in the opinion of such counsel, such transfer is not
inconsistent with any of the requirements of any applicable Canadian and United
States securities laws.
(c) Options granted under the Plan prior to the date on which
shareholders of the Company approve the Plan, as required by Article XIV of the
Plan, shall be conditioned upon shareholder approval of the Plan.
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11. ISSUANCE OF SHARE CERTIFICATES
Upon the payment of the exercise price and subject to all other
provisions of this Agreement and the Plan, the Company will issue, within thirty
(30) days from the date of the exercise of the Option (subject to the exceptions
noted in the Plan), certificates representing the Common Shares subject to the
Option. The Optionee thereupon shall have full dividend and voting rights with
respect to such Common Shares. Notwithstanding the exercise of any Option, the
Optionee shall have no rights as a shareholder, including the right to vote or
to receive dividends, until the issuance of share certificates by the Company,
and no adjustment will be made for a dividend or other right, except as provided
in the Plan, for which the record date is prior to the date of issuance of the
share certificates.
12. NON-TRANSFERABILITY
This Option shall not be transferable in any manner other than by will
or by laws of descent or distribution or as otherwise permitted under the Plan
and may be exercised during the lifetime of the Optionee only by the Optionee,
except as otherwise permitted under the Plan.
13. NO RIGHT TO CONTINUED EMPLOYMENT
This Option shall not confer upon the Optionee any right with respect
to continuance of employment or directorship by the Company or any of its Parent
or Subsidiary, nor shall it interfere in any way with the right of the
Optionee's employer to terminate the Optionee's employment or directorship at
any time.
14. NO OBLIGATION TO EXERCISE OPTION
The granting of this Option shall impose no obligation upon the
Optionee to exercise this Option.
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15. ADJUSTMENTS
In the event of any increase or decrease in the number of issued Common
Shares resulting from certain corporate transactions (i.e., a share split or
payment of share dividend with respect to the Common Shares or any other
increase or decrease in the number of issued Common Shares effected without
receipt of consideration by the Company), the number of Common Shares subject to
this Option and the exercise price per Common Share shall be proportionately
adjusted by the Board in such manner as provided by Article 10 of the Plan. An
adjustment so made shall be final, conclusive, and binding upon the Optionee.
16. OPTIONEE BOUND BY PLAN
The Optionee hereby acknowledges receipt of a copy of the Plan and
agrees to be bound by all the terms and provisions thereof.
17. SUCCESSORS IN INTEREST
This Agreement shall inure to the benefit of and be binding upon each
successor of the Company. All obligations imposed upon the Optionee and all
rights granted to the Company under this Agreement shall be binding upon the
Optionee's heirs, executors, administrators, and successors.
18. RESOLUTION OF DISPUTES
Any dispute or disagreement which may arise under, or as a result of,
or in any way relate to, the interpretation, construction, or application of
this Agreement shall be determined by the Compensation Committee and any such
determination made by the Compensation Committee shall be final, binding, and
conclusive for all purposes.
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19. NOTICES
Any notices, letters, offers, acceptances, or other communications
contemplated by this Agreement shall be in writing and shall be deemed duly
given when delivered by hand or mailed by certified or registered mail, first
class, postage prepaid and return receipt requested, addressed as follows:
(i) if to the Optionee: Xxxxxxx Xxxxx, c/o IVAX Corporation,
0000 X.X. 00xx Xxxxxx, Xxxxx, Xxxxxxx 00000
(ii) if to the Company, North American Vaccine, Inc.
00000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Senior Vice President, Legal Affairs;
or to such other addresses as the Optionee or the Company may have furnished in
writing to each other. The date of notice for all purposes under this Agreement
shall be the date of delivery of the notice.
20. APPLICABLE LAW
This Agreement shall be construed in accordance with, and governed by,
the laws of the province of Quebec and the laws of Canada applicable therein.
21. CONFLICT BETWEEN AGREEMENT AND PLAN
This Agreement shall be construed, to the maximum extent possible,
consistently with the terms of the Plan. The terms of the Plan shall control if
there are any conflicts between the terms of this Agreement and the Plan.
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IN WITNESS WHEREOF, the Company and the Optionee have executed this
Agreement as of the date set forth above.
NORTH AMERICAN VACCINE, INC.
By: /s/ XXXXXX X. XXXXX-NABI
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Xxxxxx X. Xxxxx-Nabi
Senior Vice President
Legal Affairs & General Counsel
/s/ XXXXXXX XXXXX
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Xxxxxxx Xxxxx
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