BRAINTECH, INC STOCK OPTION AGREEMENT
BRAINTECH, INC
THIS STOCK OPTION dated the 25th day of January 2005,
BETWEEN:
BRAINTECH, INC.,
102 - 000 Xxxx 0xx Xxxxxx
Xxxxx Xxxxxxxxx, X.X.
X0X 0X0
(the "Optionor")
AND:
_________________________
_________________________
_________________________
_________________________
(the "Optionee")
WHEREAS:
A. The Optionee is a director, officer, employee or consultant of the Optionor, or of its wholly owned Canadian subsidiary, Braintech Canada, Inc., and the parties have agreed to enter into this Stock Option Agreement on the terms and conditions hereinafter set forth to provide incentive to the Optionee in acting in such capacity.
IN CONSIDERATION of the mutual promises contained herein, the Optionor and the Optionee agree as follows:
ARTICLE I
GRANT OF OPTION
Optionor hereby grants to Optionee an option (the "Option") to purchase up to _____________ shares (the "Shares") of the common stock of Optionor, at a purchase price of US $0.65 per share (the "Exercise Price") subject to the terms and conditions herein contained. The Optionee may exercise this Option to purchase the Shares as follows:
(a) as of January 25, 2005, ____________ of the Shares will be eligible for exercise;
(b) as of December 31, 2005, a further ____________ of the Shares will be eligible for exercise;
(c) as of December 31, 2006, a further ____________ of the Shares will be eligible for exercise; and
(d) as of December 31, 2007, the remaining ___________ Shares will be eligible for exercise.
ARTICLE II
OPTION PERIOD
Optionee's right to purchase the Shares, and the Optionor's obligation to sell the Shares pursuant to this Option, shall commence on the date hereof and shall terminate at the close of business on January 24, 2010 (i.e. a term of five (5) years).
ARTICLE III
CONSIDERATION FOR OPTION
This Option is granted in consideration of the payment by Optionee to Optionor of One Dollar ($1.00), receipt of which payment is hereby acknowledged by Optionor, and for other good and valuable consideration.
ARTICLE IV
EXERCISE OF OPTION
Optionee may exercise this Option by delivering to Optionor written notice stating the number of the Shares with respect to which the Option is being exercised, together with a bank draft or a certified check in the amount of the Exercise Price applicable to such Shares and such documentation as may be required in accordance with Article VII hereof.
ARTICLE V
AUTOMATIC TERMINATION
This Option shall expire and terminate at the close of business on January 24, 2010, without notice.
ARTICLE VI
ASSIGNMENT OF OPTION
This Option is non-assignable.
ARTICLE VII
COMPLIANCE WITH SECURITIES LAW
Shares shall not be issued pursuant to the exercise of this Option unless the exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any Stock Exchange.
As a condition to the exercise of this Option, the Optionor may require the Optionee to represent and warrant at the time of any such exercise that the Shares purchased are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Optionor, such a representation is required by law.
Further, the Optionor shall have no liability whatsoever (including, but not restricted to, alternate compensation) to the Optionee if a change in the Exercise Price or a change in the terms and provisions hereof and/or the Stock Option Plan referenced in Article XII hereof is required pursuant to any applicable laws.
The Optionor and Optionee shall comply with all relevant provisions of all laws applicable to this Option.
ARTICLE VIII
PRIVILEGES OF STOCK OWNERSHIP
The Optionee shall not be entitled to the privileges of stock ownership as to any Shares not actually issued and delivered to the Optionee.
ARTICLE IX
DEATH AND TERMINATION
Agreement to Remain in Employ of Company. Nothing contained in this Option Agreement or the Stock Option Plan referenced in Article XII shall confer upon the Optionee any right to continue in the employ of the Optionor or constitute any contract or agreement of employment or interfere in any way with the right of the Optionor to reduce such person's compensation from the rate in existence at the time of the granting of the Option or to terminate such person's employment.
Death of an Employee. If the Optionee dies while employed by the Optionor, the Optionee's Option shall, subject to earlier termination pursuant to Article II, expire two years (2) years after the date of such death, and during such period after such death such Option may, to the extent that the Optionee may have exercised the Option immediately prior to his/her death, be exercised by the person or persons to whom the Optionee's rights under the Option shall pass by will or by the applicable laws of descent and distribution.
Termination: Subject to the provisions of Article IV as described above and earlier termination purusant to Article II, if the Optionee resigns or ceases to be employed by the Optionor for any reason other than death, such Optionee's Option shall expire and become null and void thirty (30) days after the Optionee ceases to be a director, officer, employee or consultant of the Company (or such period of time greater than 30 days as the Board may determine or the Company may have agreed to contractually) and, during such period, the Option shall be exercisable only to the extent the Optionee could have exercised the Option at the date the Optionee ceased to be a director, officer, employee or consultant of the Optionor.
ARTICLE X
NOTICES
Any notice, tender or delivery to be given hereunder by any party to the other may be executed by personal delivery in writing or by registered mail, postage prepaid, return receipt requested to the address of the other party set forth on the first page of this agreement. For the Optionor, the notice shall be addressed to the attention of the Chief Financial Officer. Any notice, tender or delivery shall be deemed communicated as of delivery or mailing. Either party may change the address for such party to receive notice by written notice to the other party in accordance with this Article.
ARTICLE XI
ATTORNEY'S FEES
In the event of any controversy, claim or dispute between the parties hereto arising out of or relating to this Option, or the breach thereof, the prevailing party shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for attorney's fees in such litigation which shall be determined by the court in such litigation or in a separate action brought for that purpose.
ARTICLE XII
STOCK OPTION PLAN
This Option is issued pursuant to the 2003 Stock Option Plan of Braintech, Inc. dated April 16, 2003, a copy of which is attached hereto and is subject to the terms and conditions of such Stock Option Plan. In the event of a discrepancy between this Stock Option and the Stock Option Plan, the Stock Option Plan shall prevail.
IN WITNESS WHEREOF, the parties confirm their agreement to the terms and conditions herein contained.
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OPTIONOR: |
OPTIONEE: |
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BRAINTECH, INC. By |
______________________________ |
