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EXHIBIT 4.19
AMENDED EMPLOYEE STOCK OPTION AGREEMENT
THIS AMENDED AGREEMENT made the 2nd day of July, 1997.
BETWEEN:
UNICOMM SIGNAL INC., a company duly incorporated under the
laws of British Columbia, having its head office at Richmond
Corporate Centre, #150 - 00000 Xxxxxx Xxxxx, Xxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0;
(hereinafter called the "Company")
AND:
XXXXXX XXXXXX, of 000 Xxxxxx Xxxxxx, Xxxx Xxxxx, XX V3H IB3
(hereinafter called the "Purchaser")
WHEREAS:
A. The Purchaser entered into an employee stock option agreement
with the Company dated November 1, 1996 (the "Agreement");
B. The parties wish to amend the purchase price of the option as
set out in the Agreement subject to the approval of the
Vancouver Stock Exchange (the "Amended Agreement").
NOW THEREFORE THIS AMENDED AGREEMENT WITNESSETH that in consideration of other
good and valuable consideration and the sum of One ($1.00) Dollar now paid by
the Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Amended Agreement, the following terms shall have the following
meanings:
(a) "Employee" means a bona fide employee of the Company, or a
subsidiary thereof or an employee of a company under contract
to provide services to the Company;
(b) "Exchange" means the Vancouver Stock Exchange;
(c) "Expiry" Date" means November 1, 2001;
(d) "Insider" means a director or senior officer of the Company,
or a director or senior officer of a person that is itself an
insider or subsidiary of the Company, or a person whose
control or direct or indirect beneficial ownership, or a
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combination of that control and ownership over securities of
the Company extends, not counting securities in respect of
which he is acting as an underwriter in the course of a
distribution, to securities carrying more than 10% of the
voting rights attached to all the Company's outstanding voting
securities;
(e) "Notice of Exercise" means a notice in writing addressed to
the Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(f) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph
2 hereof;
(g) "Optioned Shares" means the common shares of the Company,
subject to the Option; and
(h) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set
forth, the Option to purchase a total of 20,000 Optioned Shares at the
price of $0.37 per Optioned Share, exercisable by the Purchaser in
whole or in part at any time before 5:00 o'clock p.m., Vancouver time,
on the Expiry Date.
3. The Option shall, at 5:00 o'clock p.m., Vancouver time, on the Expiry
Date, forthwith expire and terminate and be of no further force or
effect whatsoever.
4. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be
exercised by the personal representative of the Purchaser at any time
prior to 5:00 o'clock p.m., Vancouver time, on the first anniversary of
the date of death of the Purchaser or prior to 5:00 o'clock p.m.,
Vancouver time, on the Expiry Date, whichever is the earlier.
5. The Purchaser represents and wan-ants that he is an Employee. In the
event the Purchaser ceases to be an Employee prior to the Expiry Date,
the Option shall at 5:00 o'clock p.m., Vancouver time, on the thirtieth
day after the date upon which the Purchaser ceases to be an Employee,
terminate and be of no further force or effect whatsoever.
6. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by
the Purchaser or his personal representative giving a Notice of
Exercise together with payment (by cash or by certified cheque, made
payable to the Company) in full of the purchase price for the number of
Optioned Shares specified in the Notice of Exercise.
7. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the
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registrar and transfer agent of the Company to deliver to the Purchaser
or his personal representative within ten (10) days following receipt
by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his personal representative representing, in
aggregate, the number of Optioned Shares specified in the Notice of
Exercise and in respect of which the Company has received payment.
8. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the
Purchaser shall have exercised his Option in the manner hereinbefore
provided.
9. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number
of Shares, the Company shall deliver at the time of any exercise
thereafter of the Option such additional number of Shares as would have
resulted from such subdivision, redivision or change if such exercise
of the Option had been made prior to the date of such subdivision,
redivision or change.
10. In the event of any consolidation or change of the Shares of the
Company at any time prior to the Expiry Date into a lesser number of
Shares, the number of Shares deliverable by the Company 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 made prior to the date of such consolidation or
change.
11. The Purchaser shall have no rights whatsoever as a shareholder in
respect of any of the Optioned Shares (including any right to receive
dividends or other distribution therefrom or thereon) except in respect
of which the Option has been properly exercised in accordance with
paragraph 6 hereof.
12. Time shall be of the essence of this Amended Agreement.
13. This Amended Agreement shall enure to the benefit of and be binding
upon the Company, its successors and assigns, and the Purchaser and his
personal representative to the extent provided in paragraph 4 hereof.
14. Subject to paragraph 4, this Amended Agreement shall not be
transferable or assignable by the Purchaser or his personal
representative and the Option may be exercised only by the Purchaser or
his personal representative.
15. The granting of the Option and the terms and conditions hereof shall be
subject to the approval of the Exchange and, if the Purchaser is an
Insider, is further subject to the approval of the shareholders of the
Company prior to the exercise of the Option.
16. If at any time during the continuance of this Amended Agreement, the
parties hereto shall deem it necessary or expedient to make any
alteration or addition to this Amended Agreement, they may do so by
means of a written agreement between them which shall be supplemental
hereto and form part hereof and which shall be subject to the approval
of the Exchange and, if the option as originally constituted was
accepted for filing by the
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shareholders, that shareholder approval shall be obtained, and if the
Purchaser is an Insider, shall be subject to the approval of the
shareholders of the Company.
17. Wherever the plural or masculine are used throughout this Amended
Agreement, the same shall be construed as meaning singular or feminine
or neuter or the body politic or corporate where the context of the
parties thereto require.
18. This Amended Agreement may be executed in several parts in the same
form and such parts as so executed shall together constitute one
original agreement and such parts, if more than one, shall be read
together and construed as if all the signing parties hereto had
executed one copy of this Amended Agreement.
IN WITNESS WHEREOF the Company has hereunto caused its corporate seal to be
affixed in the presence of its duly authorized officers in that behalf and the
Purchaser has hereunto set his hand and seal as of the day and year first above
written.
THE COMMON SEAL OF UNICOMM SIGNAL INC. )
was hereunto affixed in the presence of: )
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Authorized Signatory )
) C/S
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Authorized Signatory )
SIGNED, SEALED AND DELIVERED by XXXXXX )
XXXXXX in the presence of: )
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Signature )
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Print Name ) XXXXXX XXXXXX
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Address )
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Occupation )
