EXHIBIT 4.15
STOCK OPTION AGREEMENT
(Employee)
This Agreement made as of the 8th day of May, 2002
BETWEEN:
XXX XXXX, of 0000 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(the "Optionee")
AND:
GLOBALTEX INDUSTRIES INC., a body corporate having its registered office at
3000 Royal Centre, 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx
(the "Company")
WITNESSES THAT WHEREAS the Optionee is employed by the Company to provide
secretarial services to the Company.
AND WHEREAS the Company wishes to provide an incentive to the Optionee to
continue to provide ongoing services to the Company and to this end is desirous
of granting to the Optionee an option to purchase shares in the capital stock
of the Company subject to the terms and conditions hereinafter contained.
NOW THEREFORE FOR GOOD AND VALUABLE CONSIDERATION THE PARTIES
AGREE AS FOLLOWS:
DEFINITION
1. In this Agreement:
(a) "Act" means the Securities Act of British Columbia and the Rules thereto;
(b) "insider" has the meaning set out in Section 1(1) of the Act; and
(c) "share" or "shares" means, as the case may be, one or more Common shares
without par value in the capital stock of the Company as constituted at the
date of this Agreement.
REPRESENTATION BY COMPANY
2. The Company hereby represents that the Optionee is a bona fide employee of
the Company.
GRANT OF OPTION
3. The Company hereby irrevocably grants to the Optionee a non-assignable,
non-transferable option to purchase 15,000 shares in the capital stock of the
Company (hereinafter called the "Option") at a price of $0.90 per share (the
"Option Price") on the terms and conditions hereinafter set forth.
EXERCISE OF OPTION
4. The Option, or any part thereof, may be exercised by the Optionee at any
time, and from time to time during the period May 8, 2002 until and including
May 7, 2007 (the "Expiry Date") by notice in writing to the Company to that
effect. Any such notice given to the Company (an "Exercise Notice") shall
specify the number of shares with respect to which the Option is being
exercised and shall be accompanied by a certified cheque drawn on a Canadian
chartered bank in favour of the Company in full payment of the Option Price for
the number of shares then being purchased.
DELIVERY OF SHARE CERTIFICATE
5. The Company shall, within five business days after receipt of the Exercise
Notice, deliver to the Optionee a share certificate representing the number of
shares with respect to which the Option was exercised and issued as of the date
of the Exercise Notice.
6. An Exercise Notice shall be deemed to have been received, if delivered, on
the next business day following the date of delivery, or if mailed, five days
after the date of mailing. An Exercise Notice shall be sent by prepaid
registered mail addressed to the Company or delivered to the Company at its
head office address.
FILING WITH TSX VENTURE EXCHANGE
7. This Agreement is subject to acceptance for filing by the TSX Venture
Exchange (the "Exchange") and the Optionee hereby agrees to be bound by any
modification of the terms and conditions of the Option as may be required by
the Exchange.
EXCHANGE HOLD PERIOD
8. In accordance with the policies of the Exchange, this Option and any shares
issued on exercise of this Option will be legended with a four month Exchange
hold period in accordance with Exchange requirements.
TRADING RESTRICTIONS
9. The Optionee acknowledges that:
(a) any shares issued to the Optionee as a result of the exercise of the Option
will be issued under an exemption from the registration and prospectus
requirements of the Act;
(b) the resale by the Optionee of any such shares may be subject to resale
restrictions imposed by the Act, the rules and policies of Exchange, and, if
the Optionee is resident in a jurisdiction other than British Columbia, there
may be additional restrictions imposed under securities legislation of such
jurisdiction on the Optionee's ability to sell shares acquired on exercise of
this Option;
(c) the Optionee is solely responsible (and the Company is in no way
responsible) for compliance with any applicable resale restrictions; and
(d) the Optionee has been advised to consult its own legal advisors with
respect to the merits and risks of investment in shares of the Company and the
applicable resale restrictions.
CAPITAL REORGANIZATION
10. In the event the authorized capital of the Company as presently constituted
is consolidated into a lesser number of shares or subdivided into a greater
number of shares, the number of shares in respect of which the Option remains
unexercised shall be decreased or increased proportionately as the case may be,
and the then prevailing purchase price to be paid by the Optionee for each such
share shall be correspondingly decreased or increased as applicable.
In the event the Company shall determine to amalgamate or merge with any other
company or companies (and the right to do so is hereby expressly reserved)
whether by way of statutory amalgamation, sale of its assets and undertaking,
or otherwise howsoever, then and in each such event the number of shares in the
corporation resulting from such amalgamation or merger in respect of which the
Option remains unexercised shall be such number of shares in that corporation
as would have been acquired by the Optionee pursuant to the amalgamation or
merger had the Option been fully exercised immediately prior to the date of
such amalgamation or merger and the then prevailing purchase price of the
shares to be paid by the Optionee shall be correspondingly decreased or
increased as applicable.
ASSIGNMENT OF OPTION
11. The Option is not assignable or transferable to any person except that the
Option may be assigned to a personal corporation beneficially wholly owned by
the Optionee with the prior written consent of the Company and the Exchange.
TERMINATION OF OPTION
12. The Option shall terminate six months following the date upon which the
Optionee fails to take or ceases, for any reason or cause whatsoever,
employment with the Company during the term of this Agreement. Notwithstanding
the foregoing, if the Optionee should cease to be an employee of the Company
but become:
(a) an employee of a subsidiary of the Company, or
(b) an employee of a person or company providing management services to the
Company,
the Option will not terminate, but will continue in full force and effect and
the Optionee may exercise the Option as if the Optionee had been continuously
employed since the date of this Agreement. If such cessation of employment is
due to the death of the Optionee, then the Option will not terminate until the
earlier of the Expiry Date and that date which is 12 months after the date of
death of the Optionee during which period the personal representative of the
Optionee shall have the right to exercise any unexercised part of the Option.
AMENDMENT
13. Any amendment to this Agreement is subject to approval by the Company's
board of directors, in its sole discretion, and any other requirements imposed
by Exchange Policies.
TIME OF THE ESSENCE
14. Time shall be of the essence of this Agreement.
GOVERNING LAW
15. This Agreement and each of the documents contemplated by or delivered under
or in connection with this Agreement are governed exclusively by, and are to be
enforced, construed and interpreted exclusively in accordance with, the laws of
British Columbia and the laws of Canada applicable in British Columbia which
will be deemed to be the proper law of the Agreement.
SUCCESSORS
16. This Agreement shall enure to the benefit of and be binding upon the heirs,
executors, administrators and permitted assigns of the Optionee and the
successors of the Company.
IN WITNESS WHEREOF the parties hereto have caused these presents to be executed
as of the day and year first above written.
SIGNED, SEALED AND DELIVERED
by XXX XXXX in the presence of:
"Xxxx Xxxxxx"
THE CORPORATE SEAL OF
GLOBALTEX INDUSTRIES INC. was
hereunto affixed in the presence of:
"Xxxx Xxxxxx"
