COMBINED INCENTIVE AND NONQUALIFIED STOCK OPTION AGREEMENT
EXHIBIT 4.23
COMBINED INCENTIVE AND NONQUALIFIED STOCK OPTION AGREEMENT
WHEREAS, Global Precision Medical Inc., a British Columbia
corporation (the "Company"), believes that it is in the best interests of the
Company to make its stock available to selected employees, directors,
consultants or independent contractors of or to the Company or any of its
present or future parent or subsidiary corporations or to any other person
providing good and valuable consideration to the Company, as an inducement to
maintain the initial and/or continuing participation of Xxxxx Xxxxxxx (the
"Optionee") within the Company; and
WHEREAS the Board of Directors of the Company has granted an incentive or
nonqualified stock option to the Optionee under the terms hereof, and
WHEREAS the Company has established the Company's 2002 Option Plan (the "Plan")
for the purpose of making shares of ownership of the Company available to
selected employees, directors, consultants or independent contractors of or to
the Company or any of its present or future parent or subsidiary corporations or
to any other person providing good and valuable consideration to the Company,
the terms of which Plan are hereby incorporated by reference.
NOW THEREFORE, in consideration of the foregoing, the Company and the Optionee
have executed this Agreement evidencing and confirming the issuance by the
Company to the Optionee of an option for the purchase of shares of common stock
in accordance with the following terms and conditions:
1. Definitions:
"Agreement" means this Combined Incentive and Nonqualified Stock Option Agreement. "Share(s)" means the share(s) of authorized common stock of the Company.
"Company" means Global Precision Medical Inc., a British Columbia corporation.
"Date of Grant" means the day on which the Optionee is granted the Stock Option pursuant to the
terms of this Agreement.
"Optionee" means [name of Optionee].
"Plan" means the 2002 Option Plan.
"Stock Option" means the right to purchase Shares pursuant to the terms of this Agreement after
such right has been granted as provided herein.
2. Grant of Shares and Period of Exercise. Pursuant to the Plan, the Company hereby grants to the Optionee a Stock Option to purchase a total of 625,000 shares in the capital stock of the Company (the "Shares"), exercisable for a period commencing on September 23, 2002 and expiring on September 23, 2007, exercisable at various prices (the "Exercise Price") for certain amounts as set out below:
A. 225,000 of the Stock Options granted hereunder shall be:
(a) exercisable at the exercise price of US$1.00 per Share; and
(b) subject to a vesting period as follows:(i) 25,000 of the Stock Options will vest immediately;
(ii) 50,000 Stock Options vest December 23, 2002;
(iii) 50,000 Stock Options vest March 23, 2003;
(iv) 50,000 Stock Options vest June 23, 2003; and
(v) 50,000 Stock Options vest September 23, 2003.B. 200,000 of the Stock Options granted hereunder shall be:
(a) exercisable at the exercise price of US$2.00 per Share; and
(b) subject to a vesting period as follows:(i) 50,000 Stock Options vest December 23, 2003;
(ii) 50,000 Stock Options vest March 23, 2004;
(iii) 50,000 Stock Options vest June 23, 2004; and
(iv) 50,000 Stock Options vest September 23, 2004.A. 225,000 of the Stock Options granted hereunder shall be:
(a) exercisable at the exercise price of US$3.00 per Share; and
(b) subject to a vesting period as follows:(i) 50,000 Stock Options vest December 23, 2004;
(ii) 50,000 Stock Options vest March 23, 2005;
(iii) 50,000 Stock Options vest June 23, 2005; and
(v) 50,000 Stock Options vest September 23, 2005.
3. Subject to Plan.
The Stock Option shall be subject to the terms and conditions set out in the
Plan. In the event of a conflict between this Agreement and the Plan, this
Agreement shall govern.
4. Method of Exercise.
The Stock Option shall be exercised by written notice from the Optionee to the
Company. Payment for the full amount of the Exercise Price for the number of
Shares specified in the notice shall be made within five (5) business days of
the notice and shall be made in cash or by certified check. Upon receipt of such
payment, the Company shall issue and deliver the specified number of Shares to
the Optionee.
5. Adjustment in Certain
Events. The Exercise Price and the number and kind
of securities purchasable upon the exercise of the Stock Option shall be subject
to adjustment from time to time upon the occurrence of certain events, as
follows:
5.1
Reclassification, Consolidation or Merger. In the
case of any reclassification or change of the Shares issuable upon the exercise
of the Stock Option or in the case of any consolidation or merger of the Company
with or into another corporation (other than a merger with a wholly- owned
subsidiary in which the Company is a continuing corporation and which does not
result in any reclassification or change of the Shares issuable upon exercise of
the Stock Option), the Company, or such successor, as the case may be, shall
execute a stock option plan, providing that the Optionee shall have the right to
exercise the Stock Option in the same manner as provided herein, and upon such
exercise to receive, in lieu of each unit of ownership theretofore issuable upon
exercise of the Stock Option, the number and kind of Shares, other securities,
money or property receivable upon such reclassification, change, consolidation
or merger by a holder of one Share of the stock. Such new stock option plan
shall provide for adjustments which shall be as nearly equivalent its may be
practicable to the adjustments provided for in this Section 5. The provisions of
this subsection 5.1 shall similarly apply to successive reclassifications,
changes, consolidations or mergers and shall be construed so as to preserve the
relative interest of the Optionee against diminution or dilution as a result of
any such occurrence or occurrences.
5.2 Adjustment of Exercise
Price. The applicable Exercise Price in effect shall
be subject to adjustment (to the nearest tenth of a cent) from time to time if
the Company declares a dividend or other distribution payable in Shares,
subdivides its outstanding Shares into a larger number, or combines its
outstanding Shares into a smaller number. In any such event, the Exercise Price
in effect immediately prior to such dividend, distribution, subdivision, or
combination, as the case may be, shall forthwith be adjusted to that price
determined by multiplying the Exercise Price by a fraction (i) the numerator of
which shall be the total number of outstanding Shares prior to such dividend,
distribution. subdivision, or combination; and (ii) the denominator of which
shall be the total number of outstanding Shares immediately after such dividend,
distribution, subdivision, or combination.
5.3 Adjustment of Number of
Shares. Upon each adjustment in the Exercise Price,
the number of Shares purchasable hereunder shall be adjusted, to the nearest
whole share, to the product obtained by multiplying the number of Shares
purchasable immediately prior to such adjustment in the Exercise Price by a
fraction (i) the numerator of which shall be the Exercise Price immediately
prior to such adjustment, and (ii) the denominator of which shall be the
exercise price immediately after such adjustment.
6. Fractional Shares.
No fractional Shares shall be issued in connection with any exercise hereunder.
In the event of any adjustment in the number of Shares covered by any Stock
Option, any fractional Shares resulting from such adjustment shall be
disregarded and such Stock Option shall cover only the number of full Shares
resulting from such adjustment.
7. Shares Fully Paid:
Reservation of Shares. All Shares which may be
issued upon the exercise of the Stock Option shall, upon issuance, be duly
authorized, validly issued, fully paid and non-assessable, and free of any liens
and encumbrances except for restrictions on transfer provided for herein or
under applicable securities laws. During the period within which the purchase
right represented by the Stock Option may be exercised, the Company shall at all
times have authorized, and reserved for the purpose of the issue upon exercise
of the purchase right represented by the Stock Option, a sufficient number of
Shares to provide for the exercise of the purchase right represented by the
Stock Option.
8. Rights Prior to Exercise
of Stock Option. The Optionee shall have no rights
as a shareholder of the Company with respect to any Shares until exercise of the
Stock Option, payment of the Exercise Price and transfer on the books and
records of the Company as set forth herein.
9. Prohibition of Transfer.
No Stock Option granted hereunder may be sold, assigned, transferred, pledged or
in any way hypothecated or alienated, voluntarily, involuntarily or by operation
of law.
10.
Warranties of the 0ptionee. The Stock Option granted
hereunder may be exercised by the Optionee only if at the time of exercise each
of the following is true:
10.1 The Optionee is acquiring the
Shares for the Optionee's own personal account for investment and not for the
account of any other person(s) and without any intention of selling or making a
further distribution of the Shares;
10.2 The Optionee is in a
financial position to hold the Shares for an indefinite period of time and is
able to bear the economic risk and withstand a complete loss of the Optionee's
investment in the Shares; and
10.3 The Optionee has obtained,
to the extent necessary, the Optionee's own personal professional advisor with
respect to the risks inherent in the investment in the Shares, and the
suitability of the investment in the Shares in light of the Optionee's financial
condition and investment needs; and
10.4 The Optionee acknowledges
that, unless otherwise notified in writing by the Company, the Optionee is aware
that:
10.4.1 The Shares have not been
registered under the Securities Act of 1933, as amended, nor have they been
registered to qualify under the Securities Act of any of the United States or
any other jurisdiction and the Company may or may not register or qualify the
Shares thereunder;
10.4.2 The Optionee may not
legally sell the Shares unless and until they are registered and/or qualified or
unless the Shares qualify for exemption from registration and/or qualification
under applicable securities laws;
10.4.3 The Optionee agrees that
all Shares acquired pursuant to this Agreement are for investment only and that
said Shares shall bear any and all necessary legends and restrictions;
10.4.4 The Company is not a
reporting issuer as defined in the Securities Act (British Columbia) and,
consequently, any Shares acquired by a British Columbia resident on the exercise
of the Stock Option will be subject to an indefinite hold period in British
Columbia.
11. The grant of this Stock
Option, execution of this Agreement or exercise of any portion of this Stock
Option shall not confer upon the Optionee any right to, or guarantee of,
continued employment or association with the Company or any of its subsidiaries,
or in any way limit the right of the Company or such subsidiaries to terminate
employment or association of the Optionee.
12. Governing Law and Venue.
This Agreement shall be governed by and construed under the laws of the province
of British Columbia (without reference to its choice of laws or rules) as if to
be entered into and performed wholly within the province of British Columbia by
residents of the province of British Columbia. Venue of any action arising out
of this Agreement shall be had in Vancouver, British Columbia.
13. Should any provision or
portion of this Agreement be held unenforceable or invalid for any reason, the
remaining provision and portions shall be unaffected by such holding.
14. This Agreement constitutes
the sole mid entire agreement of the parties hereto respecting the sale and
purchase of Shares pursuant to the Stock Option and correctly sets for the
rights, duties and obligations of each to the other with respect to the subject
matter hereof as of its date. Any prior agreements, promises, negotiations or
representations concerning its subject matter not expressly set forth in this
Agreement are of no force or effect.
15. This
Agreement may be executed in several parts and by facsimile and such parts shall
together form one original agreement.
16. Any notice of demand which
either party may give to the other hereunder shall be in writing and shall be
effective when delivered personally or sent by registered mail, postage prepaid,
addressed, if to the Optionee, as follows:
Xxxxx Xxxxxxx
000 Xxxxxxxxxx Xxxxx Xxxx
Xxxxx, XX X0X 0X0
and if to the Company:
Global Precision Medical Inc.
000 - 0000 Xxxxxx Xxxxx
Xxxx Xxxxxxxxx, XX X0X 0X0
Facsimile: (000) 000-0000
DATED as of the 23rd day of September 2002.
OPTIONEE:
GLOBAL PRECISION MEDICAL INC.
__________________________
/s/ Xxxxxxx Xxxxxx
[Xxxxx Xxxxxxx]
[name]
Chief Executive Officer
[title]
