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EXHIBIT 10.27
GENESIS MICROCHIP INC.
OPTION GRANT
THIS AGREEMENT made the XXX day of XXXXXXXXX, 1997
BETWEEN:
GENESIS MICROCHIP INC., (hereinafter called the "Company")
OF THE FIRST PART
- and -
XXXXXXXXXXXXXXXX (hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS the Board of Directors of the Company have resolved to grant to the
Purchaser an option to purchase shares of the Company;
AND WHEREAS the Purchaser is entering into this Agreement to acknowledge the
terms of the grant.
NOW THEREFORE THIS AGREEMENT WITNESSES THAT for good and valuable consideration
(the receipt and sufficiency of which are hereby acknowledged) the parties agree
as follows:
1.0 DEFINITIONS
In this Agreement
1.1 "Anniversary Date" means the day which is 365 days after the
Grant Date (except for a year in which February has 29 days, in
which event it shall mean the day which is 366 days after the
Grant Date of the Option);
1.2 "Board" means the Board of Directors of the Company;
1.3 "Cause" includes:
(a) willful misconduct or negligence in the performance of
duties and obligations to the Company;
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(b) knowingly or willfully doing some act that may or does
reflect in a negative fashion or is or may be materially
prejudicial to, the general reputation or industry
position of the Company;
(c) failure of the Purchaser, without being Disabled and
without reason acceptable to the Company to provide his
services to the Company.
1.4 "Company" means Genesis Microchip Inc.;
1.5 "Disabled" or "Disability" means the mental or physical state of
the relevant person when such person:
(a) is unable due to illness, disease, mental or physical
disability or similar cause to fulfill in the opinion of
the Board his responsibilities to the Company:
(i) for any consecutive six (6) month period; or
(ii) for nine (9) months in any consecutive
twenty-four (24) month period; or
(b) is declared mentally incompetent or incapable of
managing his affairs by a court of competent
jurisdiction.
1.6 "Exercise Price" means the purchase price per Share, referred to
in Section 2.0;
1.7 "Expiry Date" means the day which is seven (7) years after the
Grant Date;
1.8 "Grant Date" means the XXXX day of XXXXXXXXX, 1997;
1.9 "Option" means a right to subscribe for one or more Shares
pursuant to this Agreement;
1.10 "Optioned Shares" means the number of Shares of the Company
granted to the Purchaser hereunder as set out in Section 2.0;
1.11 "Retirement" means termination of employment by the Purchaser or
the Company for reasons other than death, disability, or cause;
and
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1.12 "Shares" means the Common Shares in the capital of the Company
from time to time subject to this Agreement and includes:
(a) any shares or securities into which any Shares may
hereafter be converted, changed, classified, redivided,
redesignated, consolidated, subdivided or otherwise
changed;
(b) any shares in the capital of the Company which may
hereafter be issued to any holder of Shares by way of
stock dividend or otherwise; and
(c) any shares of the Company or any successor or other body
corporate which may be received by the holders of Shares
on a reorganization, amalgamation, consolidation,
merger, statutory or otherwise.
2.0 OPTIONS GRANTED
The Company hereby grants to the Purchaser, subject to the terms and
conditions hereinafter set out, an Option to purchase, at the time and
in the manner hereinafter set out, XXXXXX Shares of the Company (the
"Optioned Shares") at the purchase price of XX per Share.
3.0 EXPIRY
The Purchaser shall, in the manner hereinafter provided, have the right
to exercise the Option hereby granted prior to the close of business on
the Expiry Date. After the close of business on the Expiry Date, the
Option shall forthwith expire and terminate and be of no further force
or effect whatsoever as to such of the Optioned Shares in respect of
which the Option hereby granted has not then been exercised.
4.0 EXERCISING OPTIONS
The Option hereby granted to purchase the Optioned Shares may, subject
to Sections 5.0, 6.0 and 7.0 hereof be exercised at any time and from
time to time after the Anniversary Date, to the extent of the number of
shares derived when:
(a) The Optioned Shares are divided by forty-eight (48) and
multiplied by the number of complete months elapsed from the
Grant Date; and
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(b) There is deducted from the number of Shares derived pursuant to
part (a) hereof the number of Shares with respect to which this
option has already been exercised. However, notwithstanding the
foregoing, the maximum number of Shares that may be purchased
shall not exceed the Optioned Shares.
5.0 DEATH OR DISABILITY OF PURCHASER
If the Purchaser dies or is Disabled prior to the Expiry Date, the
Purchaser or his legal personal representatives may, within 90 days of
the date of his death or the date on which the Disability occurred,
exercise the Option to the extent of the number of Shares that the
Purchaser would have been entitled to purchase on the date of his death
or on the date on which the Disability occurred as the case may be.
6.0 RETIREMENT OF PURCHASER
If the Purchaser retires from the Company, the Purchaser may within
thirty (30) days of such retirement exercise any Option then held by him
to the extent the Purchaser was entitled to exercise such Option on the
date of retirement. Any unexpired Options shall immediately terminate
and cease to be exercisable thirty (30) days after such Retirement.
7.0 TERMINATION OF OPTIONS
In the event that the Company terminates the Purchaser for Cause, then
all unexercised Options shall immediately terminate and cease to be
exercisable. The determination of whether the Purchaser has been
terminated for Cause shall be made by the Board in its sole discretion
and such determination shall be final, binding and conclusive for all
purposes.
8.0 ADJUSTMENT OF SHARES
In the event of any reclassification of the Shares, recapitalization,
stock split, stock dividend, combination of shares, reorganization,
merger, amalgamation, consolidation, or sale of assets for stock of
another corporation, the number or kind of securities covered by Options
granted under this Agreement, the maximum amount of securities with
respect to which Options may be granted to one individual under this
Agreement, and the exercise price of Options granted under this
Agreement, shall be appropriately and equitably adjusted by the Board.
In addition, in the event of a liquidation, dissolution, reorganization,
merger, amalgamation, consolidation, or sale of assets for stock of
another corporation, the Board shall take such action as may be
appropriate and equitable to accelerate
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the time within which and the extent to which Options granted under this
Agreement may be exercised, to terminate Options granted under this
Agreement at or prior to the date of any such action, or to provide the
terms for the assumption of Options granted under this Agreement by any
surviving, consolidated, amalgamated successor or transferee
corporations.
9.0 MANNER OF EXERCISE
Subject to the provisions of Sections 4.0, 5.0, 6.0 and 7.0 hereof, the
Option shall be exercisable in the manner hereinbefore provided by the
Purchaser or his legal personal representatives giving a notice in
writing addressed to the Company to be received by the Company within
the time limit specified in Section 3.0, which notice shall specify
therein the number of Optioned Shares in respect of which such notice is
being exercised and shall be accompanied by payment (by cash or
certified cheque) in full of the purchase price for such number of
Optioned Shares so specified therein. Upon any such exercise of option
as aforesaid, the Company shall forthwith cause the Secretary of the
Company to deliver to the Purchaser or his legal personal
representatives within thirty days following receipt by the Company of
any such notice of exercise of option and payment, a certificate or
certificates in the name of the Purchaser or his legal personal
representatives representing in the aggregate such number of Optioned
Shares as the Purchaser or his legal personal representatives shall have
then paid for.
10.0 OBLIGATION TO PAY
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
his Option to purchase hereunder in the manner hereinbefore provided.
11.0 SHAREHOLDER RIGHTS
The Purchaser shall have no right whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends
or other distributions therefrom or thereof) other than in respect of
Optioned Shares in respect of which the Purchaser shall have exercised
his Option to purchase hereunder and which the Purchaser shall have
actually taken up and paid for and with respect to such Optioned Shares
actually taken up such rights shall commence upon the date of issue
imprinted upon the certificate representing such Optioned Shares.
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12.0 NO INDUCEMENT
The Purchaser hereby acknowledges that he was not induced to enter into
the within Agreement by expectation of employment or continued
employment.
13.0 LEGISLATION
If at any time the listing, registration or qualification of the
Optioned Shares upon any securities exchange or pursuant to any federal
or provincial law or the consent or approval of any governmental
regulatory body is necessary or desirable as a condition of or in
connection with the issue or purchase of Optioned Shares, the Option
hereby granted may not be exercised in whole or in part unless and until
such listing, registration, qualification, consent or approval shall
have been effected or obtained.
14.0 TIME OF THE ESSENCE
Time shall be of the essence of this Agreement and of every part hereof
and no extension or variation of this Agreement shall operate as a
waiver of this provision.
15.0 RANKING AND DIVIDENDS
Shares allotted and issued pursuant to the exercise of an Option shall
not be entitled to receive dividends paid by reference to a record date
falling before the date of exercise of the Option, but will otherwise
rank pari passu in all respects and form one uniform class with the
Shares in issue on the date of exercise.
16.0 OPTION NOT TRANSFERABLE
An Option granted under this Agreement shall be transferable only by
will or by the laws of intestacy and shall be exercisable, during the
lifetime of the Purchaser to whom the Option is granted, only by the
Purchaser and, upon the death of the Purchaser, by the Purchaser's legal
personal representatives only as herein provided. Except as specifically
provided above, no Option granted under this Agreement and none of the
Rights and privileges thereby converted shall be transferred, assigned,
pledged, hypothecated in any way or made the subject of any security
interest of any kind whatever (whether by operation of law or
otherwise), and no such Option, right, or privilege shall be subject to
execution, attachment or similar process. Upon any attempt to so
transfer, assign, pledge,
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hypothecate, make subject to a security interest or otherwise dispose of
the Option, or of any right of privilege conferred thereby contrary to
the provisions hereof, or upon the levy of any execution attachment or
similar process upon such Option, right or privilege the Option and such
rights and privileges shall immediately lapse and cease to be
exercisable.
17.0 HEIRS AND ASSIGNS
This Agreement shall enure to the benefit and be binding upon the
Company, its successors and assigns, and the Purchaser and his legal
personal representatives to the extent provided in Section 5.0 hereof.
18.0 PAYMENTS AND COMMUNICATIONS
All payments and communications which may be or are required to be given
by either party to the other herein, shall (in the absence of any
specific provision to the contrary) be in writing and delivered or sent
by prepaid registered mail to the parties at their following respective
addresses:
For the Company: 000 Xxxx Xxxxxx Xxxx., Xxxxx 000
Xxxxxxx, Xxxxxxx X0X 0X0
For the Purchaser:
and if any such payment or communication is sent by prepaid registered
mail, it shall, subject to the following sentence, be conclusively
deemed to have been received on the third business day following the
mailing thereof and, if delivered, it shall be conclusively deemed to
have been received at the time of delivery. Notwithstanding the
foregoing provisions with respect to mailing, in the event that it may
be reasonably anticipated that, due to any strike, lock-out or similar
event involving an interruption in postal service, any payment or
communication will not be received by the addressee by no later than the
third business day following the mailing thereof, then the mailing of
any such payment or communication as aforesaid shall not be an effective
means of sending the same but rather any payment or communication must
then be sent by an alternative means of transportation which it may
reasonably be anticipated will cause the payment or communication to be
received reasonably expeditiously by the addressee. Either party may
from time to time change its address hereinbefore set forth by notice to
the other of them in accordance with this section.
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19.0 CONFLICT OF LAWS
This Agreement and the rights and obligations and relations of the
parties hereto shall be governed by and construed in accordance with the
laws of the Province of Ontario and the federal laws of Canada
applicable therein (but without giving effect to any conflict of laws
rules). The parties hereto agree that the courts of Ontario shall have
jurisdiction to entertain any action or other legal proceedings based on
any provisions of this Agreement. Each party hereto does hereby attorn
to the jurisdiction of the Courts of the Province of Ontario.
20.0 HEADINGS
The headings of this Agreement and in the Schedules hereto are solely
for convenience of reference and do not affect the interpretation
thereof or define, limit or construe the contents of any provision of
this Agreement.
21.0 EXECUTION IN COUNTERPARTS
This Agreement may be executed in any number of counterparts and all
such counterparts shall for all purposes constitute one agreement,
binding on the parties hereto, provided each party hereto has executed
at least one counterpart, and each shall be deemed to be an original,
notwithstanding that all parties are not signatory to the same
counterpart.
22.0 ENTIRE AGREEMENT
With respect to the subject matter of this Agreement, this Agreement (a)
sets forth the entire agreement between the parties hereto and any
persons who have in the past or who are now representing either of the
parties hereto, (b) supersedes all prior understandings and
communications between the parties hereto or any of them, oral or
written, and (c) constitutes the entire agreement between the parties
hereto. Each party hereto acknowledges and represents that this
Agreement is entered into after full investigation and that no party is
relying upon any statement or representation made by any other which is
not embodied in this Agreement. Each party hereto acknowledges that he
or it shall have no right to rely upon any amendment, promise,
modification, statement or representation made or occurring subsequent
to the execution of this Agreement unless the same is in writing and
executed by each of the parties hereto.
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23.0 INVALIDITY
If any provision of this Agreement or the application thereof to any
person or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Agreement, or the application of
such provision to persons or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby and
each provision of this Agreement shall be valid and enforced to the
fullest extent permitted by law and be independent of every other
provision of this Agreement.
24.0 FURTHER DOCUMENTATION
Each party hereto agrees from time to time, subsequent to the date
hereof, to execute and deliver or cause to be executed and delivered to
the others of them such instruments or further assurances as may, in the
reasonable opinion of any other of them, be necessary or desirable to
give effect to the provisions of this Agreement.
25.0 NUMBER AND GENDER
Unless the context clearly requires otherwise, the singular usage
includes the plural and the masculine and neuter usages include the
other and the feminine. If the terms "Purchaser" as used herein is
applicable to more than one person, all acknowledgments, promises,
covenants, agreements and obligations herein made or given shall be for
all purposes construed as if the same were jointly and severally made or
given.
IN WITNESS WHEREOF the parties hereto have signed and sealed this Agreement this
________ day of _______________________, 1997.
SIGNED, SEALED AND DELIVERED ) GENESIS MICROCHIP INC.
)
in the presence of ) By:
) ------------------------------
)
ACKNOWLEDGMENT OF RECEIPT
OF AGREEMENT ) _________________________
XXXXXXXXXXXXXX
