Exhibit 4.5
USA VIDEO INTERACTIVE CORP.
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SHARE OPTION AGREEMENT
(CONSULTANT/EMPLOYEE)
TO: ________________________
DATE: __________________, 2000
USA VIDEO INTERACTIVE CORP. (the "Corporation") is pleased to advise you
that by resolution of the Board of Directors (the "Board") of the Corporation
dated _____________, 2000, you have been granted an option to subscribe for
and purchase from treasury common shares (the "Shares") of the Corporation.
The Share Option Plan (the "Plan") has been constituted pursuant to a
Resolution of the Board dated January 2, 1990, and confirmed by the shareholders
of the Corporation at the Annual General Meeting on April 27, 1990. This
agreement incorporates by reference the terms and conditions of the Plan, a copy
of which has been provided to you.
You have been granted the option to purchase a total of ________ Shares at
an exercise price of $ _________ U.S. per Share. All rights to purchase Shares
pursuant to this option shall expire at the close of business on
__________________, 200____.
Under the terms of your Consulting/Employment Agreement with the
Corporation, you are to assist the Corporation with ________________. You are to
report to the _______________ of the Corporation who will determine whether the
tasks assigned to you have been completed in a satisfactory manner. Your right
to exercise the options is conditional upon and subject to the Corporation being
satisfied with your performance at the time you wish to exercise the options.
The Corporation reserves the right, in its sole discretion, to limit the number
of options you may exercise at any one time.
You may exercise this option by delivering to the Corporation a notice
specifying the number of shares in respect of which your option is being
exercised and a certified cheque for the option price of the Shares being
purchased. Upon receipt of the certified cheque the Corporation shall instruct
its transfer agent to issue a share certificate to you.
Yours very truly,
USA VIDEO INTERACTIVE CORP.
Per:__________________________
SIGNED, SEALED AND DELIVERED ACCEPTED AND AGREED TO this
in the presence of: ____ day of _________________, 2000.
____________________________ at ____________________________________.
Signature of Witness
____________________________ ________________________________________
Name of Witness (Print)
STOCK OPTION AGREEMENT-CONSULTANT OR EMPLOYEE
