Exhibit 10.12
OPTION AGREEMENT
Made as of the 12th day of March 2004
BETWEEN:
GLOBETECH VENTURES CORP.
Suite 1105 - 00000 Xxxxxxxx Xxxxx
Xxxxxxxx X0X 0X0
Xxxxxxx Xxxxxxxx
(hereinafter called the "Corporation")
OF THE FIRST PART
AND:
XXXX X. XXXXX
0000 Xxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx
Xxxxxxxxxx 00000
Xxxxxx Xxxxxx of America
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS the Board of Directors of the Corporation (the "Board") on 22nd
December 2003, reserved three million shares for issuance by way of Incentive
Stock Options (`the Options"), to compensate directors, officers and consultants
of the Corporation;
WHEREAS the Corporation believes that the interests of the Corporation will
be enhanced by affording the Purchaser an opportunity to acquire shares in the
capital of the Corporation;
NOW THEREFORE this agreement witnesses that in consideration of the sum of
one dollar ($1.00) and after good and valuable consideration now paid by the
Purchaser to the Corporation (the receipt and sufficiency 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" and "Shares" shall mean, as the case may
be, one or more common shares in the capital of the Corporation as constituted
as of the date hereof, and the term "Option" or "Options" as the case may be,
shall mean the Option granted by this agreement. The term "Year", when used
herein to refer to a year of the term Option, shall mean a period of twelve
successive calendar months commencing on the date hereof or on an anniversary of
the date hereof. Approval Date refers to the date upon which the Board of
Directors approved the grant of stock options to the Purchaser. $ means one
United States Dollar.
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2. The Corporation hereby grants to the Purchaser, subject to the terms and
conditions hereinafter set out, an irrevocable option to purchase in the
aggregate twenty thousand (20,000) shares of the Corporation's common stock
("the stock") (the said Shares in the aggregate, being herein collectively
called the "Optioned Shares").
3. The purchase price for each of the Optioned Shares shall be $1.75 and the
term of the option shall be for a period of five years from the date of grant
("the Expiration Date").
4. The Purchaser shall have the right to exercise the Option with respect to all
or any part of the Optioned Shares, from time to time available in accordance
with the provisions of this agreement, commencing on the approval date or the
date upon which shareholder approval is obtained to the Option provided such
shareholder approval is required, and expiring on the close of business on the
date described as the "Expiry Date" in paragraph 3 above (the period of time
from the date hereof until the Expiry Date), whereafter the option shall
forthwith expire and terminate and be of no further force and effect whatsoever
as to such of the Optioned Shares in respect of which the Option has not been
exercised.
5. In the event of the death of the Purchaser on or prior to the Expiry Date,
the Option may be exercised as to all or any of the Optioned Shares in respect
of which the Purchaser would have been entitled to exercise the Option hereunder
at the time of his death, as if he had survived, by the legal representatives of
the Purchaser at any time up to and including, but not after, the Expiry Date.
6. In the event of the resignation of the Purchaser as a director or officer of
the Corporation or the discharge of the Purchaser other than for cause, the
Purchaser may exercise the Option to the extent that the Purchaser was entitled
to do so at the time of such termination and any time up to and including, but
not after the expiry date of the Option. For the purposes of this Agreement
Cause shall include any act of omission or commission involving fraud,
dishonesty, breach of fiduciary duty, moral turpitude, gross negligence or gross
misconduct and such other acts sufficient at law to result in termination of the
Purchaser by the Corporation.
7. Subject to the provisions of Sections 5 and 6 hereof, the Option hereby
granted shall be exercisable, at any time or from time to time as aforesaid, by
the Purchaser or in the case of death, by the Purchaser's legal representatives,
personally delivering or sending by prepaid registered mail a notice in writing
attached hereto as Exhibit A, addressed to the Corporation at the address above,
to the Attention: President and Chief Executive Officer. Upon any such exercise
of Option as aforesaid, the Corporation shall forthwith cause the Transfer Agent
and Registrar of the Corporation to record in the securities register of the
Corporation the issuance of the Optioned Shares in respect of which the
Purchaser has exercised the Option and deliver to the Purchaser a certificate or
certificates in the name of the Purchaser representing in the aggregate such
number of Optioned Shares provided that the Purchaser has made payment by cash
or certified cheque to the Corporation in full of the purchase price for such
number of optioned shares so specified therein.
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8. Nothing herein contained or done pursuant hereto shall obligate the Purchaser
to purchase or pay for any Optioned Shares except those Optioned Shares in
respect of which the Purchaser shall have exercised the Option in the manner
provided in this agreement.
9. (a) In the event of any subdivision or redivision of the Shares into a
greater number of Shares at any time after the grant of an Option to the
Purchaser and prior to the Expiry Date of Such Option, the Corporation shall
deliver to the Purchaser, at any time of any subsequent exercise of his or her
Option, in accordance with the terms hereof, in lieu of the number of shares to
which he or she was therefor entitled upon such exercise, but for the same
aggregate consideration payable therefore, such number of Shares as the
Purchaser would have held as a result of such subdivision or redivision if on
the record date thereof the Purchaser had been the registered holder of the
number of Shares to which he or she was therefore entitled upon such exercise.
(b) In the event of any consolidation of the Shares into a lesser number of
Shares at any time after the grant of an Option to the Purchaser and prior to
the Expiry Date of such Option, the Corporation shall deliver to the Purchaser
at the time of any subsequent exercise of his or her Option, in accordance with
the terms hereof, in lieu of the number of Shares to which he or she was
therefore entitled upon such exercise, but for the same aggregate consideration
payable therefore, such number of Shares as the Purchaser would have held as a
result of such consolidation if on the record date thereof the Purchaser had
been the registered holder to the number of Shares to which he or she was
theretofore entitled upon such exercise.
(c) If at any time after the grant of an Option hereby to the purchaser and
prior to the Expiry Date, the Shares shall be reclassified, reorganised or
otherwise changed, otherwise than as specified in "a" or "b" above, or the
Corporation shall consolidate, merge or amalgamate either into another
corporation (the corporation resulting or continuing from such consolidation,
merger or amalgamation being herein called the "Successor" Corporation"), the
Purchaser shall be entitled to receive upon the subsequent exercise of his or
her Option in accordance with the terms hereof, and shall accept in lieu of the
number of Shares then subscribed for but for the same aggregate consideration
payable therefore, the aggregate number of shares of the appropriate class
and/or other securities of the Corporation or the Successor Corporation (as the
case may be) that the Purchaser would have been entitled to received as a result
of such reclassification, reorganisation or other change of shares or, as a
result of such consolidation, merger or amalgamation if on the record date of
such reclassification, reorganisation or other change of shares or the effective
date of such consolidation, merger or amalgamation as the case may be, he or she
had been the registered holder of the number of Shares to which he or she was
immediately theretofore entitled upon such exercise.
10. 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
distributions therefrom or thereon) other than in respect of Optioned Shares in
respect of which the Purchaser shall have exercised the Option in the manner
provided herein and which the Purchaser shall have actually taken up and paid
for.
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11. This Option Agreement shall be transferable by Participant including by will
or by the laws of descent and distribution and during the lifetime of the
Purchaser. Purchaser may designate a beneficiary to exercise this Option after
Purchasers death.
12. If at any time the Corporation shall file with the Securities and Exchange
Commission a Registration Statement relating to an offering for its own account
or the account of others under the Securities Act of any of its equity
securities the Corporation shall included in such Registration Statement all of
the securities underlying this Option.
13. In the event that any approval of the Corporation's shareholders is required
to the granting of the Options to directors, officers and consultants of the
Corporation pursuant to the Plan, as provided for herein, the foregoing
provisions of this Agreement shall not become effective until such time as the
pre-requisite shareholder approval is obtained.
14. The acceptance of the Options and the sale of Common Shares issued pursuant
to the exercise of Options may have consequences under State or Federal taxation
and securities laws which may vary according to individual circumstances of the
Purchaser. Accordingly the Purchaser acknowledges that it is his responsibility
to seek appropriate legal and tax advice in connection with this Agreement and
he assumes any liability with respect to payment of applicable Federal or State
income tax upon exercise and sale of Options. The Corporation shall not be
liable for any withholding tax in respect to exercise of Options and sale of
Common shares therefrom.
15. This agreement shall ensure to the benefit of and be binding upon the
Corporation, its successors and assigns, and the Purchaser and, subject as is
hereinbefore provided to the heirs, executors, administrators and permitted
successors of the Purchaser.
Page Five:
IN WITNESS WHEREOF this agreement has been executed under the seal of the
parties hereto.
On behalf of Globetech Ventures Corp.
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, Chief Financial Officer
By Purchaser:
/s/ Xxxx Xxxxx
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Xxxx X. Xxxxx
EXHIBIT A
Notice of Election to Exercise
TO: The President, Globetech Ventures Corp.
This Notice of Election to Exercise shall constitute proper notice pursuant to
the Stock Option Plan dated 22nd December 2003 of Globetech Ventures Corp. (the
"Plan") and the Stock Option Agreement (the "Agreement") of 5th January 2004
between Globetech Ventures Corp. (the "Corporation") and the undersigned.
The undersigned hereby elects to exercise option to purchase_________ common
shares of the Corporation at a price of $1.75 per share, for aggregate
consideration of $__________, on the terms and conditions set forth in the
Agreement and the Plan.
The undersigned has executed this Notice as of this ___day of__________________.
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Signature:
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Name:
