EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the __ day of __, 2000.
BETWEEN:
SPECTRUM SIGNAL PROCESSING INC.
000-0000 Xxxxxxxxxx Xxx
Xxxxxxx, X.X. Xxxxxx X0X 0X0
(hereinafter called the "Company")
OF THE FIRST PART
AND:
----
c/o 000-0000 Xxxxxxxxxx Xxx
Xxxxxxx, X.X. Xxxxxx X0X 0X0
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee as defined herein;
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his services.
NOW THEREFORE THIS 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 Agreement, the following terms shall have the following meanings:
(a) "Employee" means an employee of the Company or a subsidiary
thereof or an employee of a company under contract to provide
management services to the Company;
(b) "Exchange" means The Toronto Stock Exchange;
(c) "Expiry Date" means ___;
(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
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
0 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 __ (__) Optioned Shares at the price of __ (__)
per Optioned Share, to be granted on the dates listed below (the "Vesting
Dates"):
(a) __ Optioned Shares on __, 19__
(b) __ Optioned Shares on __, 19__
(c) __ Optioned Shares on __, 19__
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.
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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 warrants 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. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Employee would have been entitled to on the next
Vesting Date, multiplied by the number of months following the last Vesting Date
that the Purchaser was an Employee, divided by twelve.
7. 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.
8. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the 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.
9. 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.
10. 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.
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11. 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.
12. 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 7 hereof.
13. Time shall be of the essence of this Agreement.
14. This 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 0 hereof.
15. Subject to paragraph 0, this 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.
16. 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.
17. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this 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 Purchaser is an Insider,
shall be subject to the approval of the shareholders of the Company.
18. Wherever the plural or masculine are used throughout this 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.
19. This 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 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.
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THE COMMON SEAL OF SPECTRUM SIGNAL PROCESSING INC. was )
hereunto affixed in the presence of: )
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Authorized Signatory ) C/S
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Authorized Signatory )
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SIGNED, SEALED AND DELIVERED by __ in the presence of: )
)
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Name )
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Address ) ---------------
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Occupation )
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