EXHIBIT 6.5
MDU COMMUNICATIONS INTERNATIONAL INC.
DIRECTORS'/OFFICERS' NON-QUALIFIED STOCK OPTION AGREEMENT
MDU Communications International Inc., a Colorado corporation (the "Company")
does hereby grant to Xxxxxxx Xxxxxx (the "Optionee") an option (the "Option") to
purchase an aggregate of 125,000 shares (the "Shares") of the common stock
without par value (the "Common Stock"), of the Company at (US) $1.00 per share
(the "Option Price").
This Option is granted pursuant to and is subject in all respects to the terms
and provisions of the Company's 1998 Directors'/Officers' Stock Option Plan,
dated November 24, 1998 (the "Plan"), which is incorporated herein by reference.
This Option is being granted to the Optionee as additional compensation for
services rendered by him or it to the Company.
1. TERM. This Option shall expire at 5:00 p.m., local time in
Vancouver, British Columbia, on November 24, 2003 except as otherwise
provided in the Plan.
2. TIME OF EXERCISE. This Option may be exercised, in the manner
hereinafter provided, as to all or part of the Shares at any time and from
time to time prior to the expiration hereof; provided, that no exercise of
this Option shall be for an aggregate exercise price of less than $1,000 U.S.
3. MANNER OF EXERCISE. This Option may only be exercised by written
notice (the "Exercise Notice") to the Company at its principal executive
offices, to the attention of its Secretary, no less than three business days
in advance of the effective date of the proposed exercise. The Exercise
Notice, a form of which is provided at the end of this Option for the
convenience of the Optionee, shall:
(i) specify the number of Shares with respect to which the Option is
being exercised;
(ii) specify the effective date of the proposed exercise;
(iii) contain the express confirmation by the Optionee of his
representations, warranties and covenants contained in Section 6
hereof;
(iv) be signed by the Optionee;
(v) be accompanied by full payment of the Option Price for the number of
Shares specified in the Exercise Notice; and
(vi) be accompanied by a copy of the executed Option agreement.
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The Company shall deliver to the Optionee a certificate representing such
Shares registered in the name of the Optionee as soon as practicable
following the effective date on which this Option is exercised; provided,
however, that the Company shall not be obligated to cause to be issued or
delivered any certificates evidencing Shares unless and until the Company is
advised by its counsel that the issuance of such Shares and the delivery of
such certificates is in compliance with all applicable laws, rules and
regulations of all governmental authorities and the requirements of any
securities exchange or any securities association on which, or on the
facilities of which, shares of the Common Stock are then listed or traded.
Such delivery shall be deemed to have been made on the effective date of the
exercise as specified in the Exercise Notice so that the Optionee shall be
treated for all purposes as having become the record holder of the Shares
specified in the Exercise Notice at such time and such exercise shall be at
the Option Price in effect at such time; provided, however, that:
(a) the Company may defer the effective date of the exercise in order to
allow the issuance of the Shares to be made pursuant to registration or
an exemption from registration or other methods for compliance
available under federal or state securities laws; and
(b) no Exercise Notice received by the Company on a date when the stock
transfer books of the Company are closed for any reason shall be
effective to constitute the Optionee as the record holder of the Shares
specified in the Exercise Notice on the effective date specified
therein, but such Exercise Notice shall be effective to constitute the
Optionee as the record holder of such shares on the next succeeding day
on which such stock transfer books are open.
4. PAYMENT. Payment of the Option Price may be made, at the election of
the Optionee:
(i) in cash;
(ii) by certified or bank cashier's check payable to the Company's order;
(iii) by wire transfer; and
(iv) by delivery of certificates, duly endorsed or accompanied by duly
executed stock powers with all transfer tax stamps, if any, required
affixed, representing shares of the Common Stock, with a Fair Market
Value (as defined in the Plan) on the effective date of exercise of
this Option equal to the Option Price or by any combination of the
foregoing.
5. NON-TRANSFERABILITY OF OPTION. Neither this Option nor any interest
herein may be transferred, sold, assigned, alienated, pledged or otherwise
encumbered, in whole or in part, otherwise than by will or by the laws of
descent and distribution or pursuant to a qualified domestic relations order
(as defined in the Internal Revenue Code of 1986, as amended). The terms of
this Option shall be binding upon the executors, administrators, heirs,
successors and
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assigns of the Optionee. This Option, during the lifetime of the Optionee,
may be exercised only by the Optionee.
6. NON-TRANSFERABILITY OF SHARES. The Optionee, by acceptance hereof,
hereby represents, warrants and agrees that, upon exercise of this Option,
unless the Shares are then covered by an effective registration statement
under the SECURITIES ACT OF 1933, as amended (the "Act"):
(i) the Shares are being acquired for investment and not with a view
towards the public distribution or resale thereof;
(ii) the Optionee will not sell, transfer or assign any Shares except in
compliance with the Act and the Rules and Regulations thereunder;
(iii) the certificate representing the Shares may bear an appropriate
restrictive legend; and
(iv) the transfer agent of the Company may place a stop transfer notation
with respect to the Shares in the stock transfer books of the Company.
The Optionee further acknowledges that the Company is not required to
file and cause to become effective any registration or qualification of
the Shares under the Act or any state securities laws.
7. OPTION SUBJECT TO PLAN. This Option agreement is in all respects
subject to the terms of the Plan. If and to the extent that the terms of this
Option conflict with the terms of the Plan, the terms of the Plan shall
supersede any conflicting terms of this Option.
8. ACCEPTANCE BY OPTIONEE. Acceptance of this Option by the Optionee
shall be deemed the agreement of the Optionee to all of the terms hereof and
of the Plan, and the agreement of the Optionee to accept as binding,
conclusive, and final all decisions and interpretations of the Committee (as
defined in the Plan) or the Board of Directors upon any questions arising
under the Plan. As a condition to the issuance of shares of Common Stock of
the Company under this Option, arrangements must be made with the Company
pursuant to the Plan to satisfy any taxes required to be withheld by the
Company under U.S. and Canadian Federal, state or local law as a result of
the exercise of this Option prior to the delivery of any certificate or
certificates for shares of Common Stock.
IN WITNESS WHEREOF, the Company has caused this Option to be executed by its
officer thereunto duly authorized this 24th day of November, 1998.
MDU COMMUNICATIONS INTERNATIONAL INC.
By: /s/ Xxxxxxx Xxxxxx
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President
/s/ Xxxxxxx Xxxxxx
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XXXXXXX XXXXXX - OPTIONEE
