STOCK OPTION AGREEMENT
THIS AGREEMENT made effective the _____ day of ____________, 19___.
BETWEEN:
, an individual of the City
of Calgary, in the Province of Alberta
(herein referred to as the "Optionee")
-and-
POSITION INC., a body corporate,
incorporated under the laws of the Province of Alberta
having an office in the City of Calgary, in the Province
of Alberta
(herein referred to as the "Corporation")
WHEREAS
1. the Corporation is incorporated under the laws of the Province of
Alberta, having an authorized capital consisting of an unlimited number of
Common Shares and Preferred Shares without nominal or par value; and
2. the board of directors have agreed to grant unto the Optionee an option
to purchase an aggregate of • Shares in consideration of the Optionee's
ongoing services and contributions to the Corporation or any of its
subsidiaries or affiliates; and
3. the granting of such option to the Optionee was authorized by the
board of directors of the Corporation effective •.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
premises and mutual covenants hereinafter set forth, and for other valuable
consideration, the parties hereto have agreed as follows:
ARTICLE 1
DEFINITIONS
1.1 In this Agreement the following terms shall have the following
meanings:
(a) "Agreement", "herein", "hereto" and similar expressions
means this Agreement, and includes any Agreement amending this Agreement or
any Agreement or instrument which is supplemental or ancillary hereof;
(b) "Board" means the board of director of the Corporation;
(c) "Expiration Date" means •;
(d) "Option Date" in respect of the Share Option means the date
of this Agreement;
(e) "Option Shares" means the Shares the Optionee is entitled
to purchase under a Share Option;
(f) "Share" means a Common Share of the Corporation as
constituted at the date hereof;
(g) "Share Option" means an option to purchase treasury shares
granted to the Optionee pursuant to this Agreement, and includes any portion
of that option; and
(h) "Treasury Share" means a theretofore unissued Share which
is purchased directly from the Corporation by or for the account of the
Optionee.
1.2 In this Agreement, the masculine gender shall include the
feminine gender and the singular shall include the plural and vice versa
wherever the context requires.
ARTICLE 2
SHARE OPTION
2.1 The Corporation hereby grants to the Optionee, subject to the
terms and conditions hereinafter set out, an irrevocable option to purchase at
any time or from time to time on or before the Expiration Date, • Shares
of the Corporation at a price of $• per Share.
2.2 At 4:30 p.m., Calgary time, on the Expiration Date, the Share
Option shall forthwith expire and terminate and be of no further force or
effect whatsoever as to such of the Option Shares in respect of which the
Share Option hereby granted has not been exercised.
2.3 The Optionee agrees and acknowledges that the Corporation
reserves the right to redeem and cancel such number of Share Options granted
hereby as it determines necessary to meet the limits set out in the Stock
Option Plan respecting the total number of Share Options which may be
outstanding from time to time.
ARTICLE 3
CURRENCY DURING TERM OF EMPLOYMENT
3.1 (a) If subsequent to the Option Date and prior to the
Expiration Date, the Optionee's position as a director, an officer or an
employee of the Corporation is terminated by reason of the death of the
Optionee, the Share Option may be exercises during the period expiring the
earlier of the Expiration Date or one year after such date of death. In the
event of the Optionee's death, the rights of the Optionee under the Share
Option may be exercised by the person or persons to whom the Optionee's
rights under the Share Option shall pass by will or applicable law, if no such
person has such right, by the Optionee's executors or administrators, subject
to the time limitations as aforesaid.
(b) If subsequent to the Option Date and prior to the Expiration
Date, the Optionee's position as a director, an officer or an employee or the
Corporation is terminated for any reason other than the death of the
Optionee, the Share Option may be exercised during the period expiring the
earlier of the Expiration Date or ninety (90) days following the date of
termination.
ARTICLE 4
MATERIAL CHANGE
4.1 In the event that, prior to the Expiration Date or exercise in
full of the Share Option, the outstanding share capital of the Corporation
shall be subdivided or consolidated into a greater or lesser number of Shares,
or, in the event of the payment of a stock dividend by the Corporation, or in
the event that all of the shareholders of the Corporation are granted the
right to purchase additional Shares of the Corporation, the number and price
of Option Shares remaining subject to the Share Option shall be increased or
reduced accordingly, as the case may be.
4.2 If, prior to the Expiration Date or exercise in full of the Share
Option granted hereby, the Corporation shall, at any time arrange with or
merge into another corporation, the Optionee will thereafter receive, upon the
exercise of the Share Option, the securities or properties to which a holder
of the number of Shares then deliverable upon the exercise of the Share Option
would have been entitled upon such arrangement or merger, and the Corporation
will take steps in connection with such arrangement or merger as may be
necessary to assure that the provisions hereof shall thereafter be applicable,
in relation to any securities or property thereafter deliverable upon the
exercise of the Option granted hereby. A sale of all or substantially all of
the assets of the Corporation for consideration, (apart from the assumption
of obligations), consisting primarily of securities shall be deemed to be an
arrangement or merger for the foregoing purposes.
ARTICLE 5
RESERVATION OF TREASURY SHARES
5.1 The Corporation shall at all times during the term of this
Agreement, reserve and keep available a sufficient number of Treasury Shares
to satisfy the requirements hereof.
ARTICLE 6
RESTRICTION ON ASSIGNMENT
6.1 The Share Option granted hereby is, insofar as the Optionee is
concerned, personal and non-assignable and neither this Assignment nor any
rights in regard thereto shall be transferable or assignable except upon the
death of the Optionee pursuant to Clause 3.1 hereof.
ARTICLE 7
EXERCISE OF THE SHARE OPTION
7.1 The Share Option may be exercises by the Optionee in accordance
with the provisions hereof in whole or in part, from time to time, by delivery
of written notice of such exercise and by tendering the payment therefore in
cash or by certified cheque to the Corporation at its principal office or
registered office in the City of Calgary, in the Province of Alberta. Such
notice shall state the number of the Option Shares with respect to which the
Share Option is then being exercises. The Share Option shall be deemed for
all purposes to have been exercised to the extent stated in such notice upon
delivery of the notice and a tender of payment in full, notwithstanding any
delay in the issuance and delivery of the certificates for the Shares so
purchased.
ARTICLE 8
RIGHTS OF THE OPTIONEE PRIOR TO EXERCISE DATE
8.1 The Share Option herein granted shall not entitle the Optionee to
any rights whatsoever as a shareholder of the Corporation with respect to any
Shares subject to the Share Option until it has been exercised in accordance
with Clause 7.1 and Option Shares have been issued as fully paid and
non-assessable.
ARTICLE 9
FURTHER ASSURANCES
9.1 The parties hereto covenant that they shall and will from time to
time and at all times hereafter do and perform all such acts and things and
execute all such additional documents as may be required to give effect to
the terms and intention of this Agreement.
ARTICLE 10
INTERPRETATION
10.1 It is understood and agreed by the parties hereto that questions
may arise as to the interpretation, construction or enforcement of this
Agreement and the parties are desirous of having the Board of the Corporation
determine any such questions of interpretation, construction or enforcement.
It is therefore understood and agreed by and between the parties hereto that
any question arising under the terms of this Agreement as to interpretation,
construction or enforcement shall be referred to the Board of the Corporation
and their majority decision shall be final and binding on both of the parties
hereto.
ARTICLE 11
ENTIRE AGREEMENT
11.1 This Agreement supersedes all other agreements, documents,
writings and verbal understandings among the parties relating to the subject
matter hereto and represents the entire agreement between the parties
relating to the subject matter hereof.
ARTICLE 12
ENUREMENT
12.1 Subject to the other provisions hereof, this Agreement shall
enure to the benefit of and be binding upon the parties hereto and their
respective heirs, executors, administrators, successors and permitted assigns.
12.2 This Agreement shall continue to constitute a binding
obligation of the Corporation notwithstanding any change of control of its
voting securities during the term hereof.
IN WITNESS WHEREOF the parties hereto have executed this Agreement
as of the day and year first above written.
SIGNED )
in the presence of: )
)
__________________________ ) ____________________________
)
POSITION INC.
Per:___________________________
