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EXHIBIT 3(c)(2)
STOCK OPTION AGREEMENT DATED JULY 17, 1997
BY AND BETWEEN LASERMEDIA COMMUNICATIONS CORP. AND XXXXXX XXXX
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LASERMEDIA COMMUNICATIONS CORP.
STOCK OPTION AGREEMENT - XXXXXX XXXX
Lasermedia Communications Corp., an Ontario corporation (the
"Company") has granted to Xxxxxx Xxxx (the "Optionee"), an Option to purchase a
total of ten thousand (10,000) common shares (the "Shares"), at the price
determined as provided herein, all upon the terms and conditions hereof.
1. GRANT OF THE OPTION. The Grant of the option (this "Option") is
subject in all respects to the terms, definitions and provisions of the 1997
Stock Option Plan (the "Plan") adopted by the Company, which is incorporated
herein by reference. The terms defined in the Plan shall have the same defined
meanings herein.
2. EXERCISE PRICE. The exercise price is One Dollar and Fifty Cents in
the lawful currency of Canada ($1.50) for each common share, which price is not
less than 100% of the fair market value per Share on the date of grant, subject
to all applicable discounts as permitted by the Rules of The Toronto Stock
Exchange.
3. EXERCISE OF OPTION. In accordance with the terms of the Plan, this
Option shall be exercisable during its term in accordance with the provisions
of Section 7 of the Plan as follows;
(a) Right to Exercise
(i) This Option shall be exercisable to the extent of 25%
3 months from the date of the Grant.
(ii) This Option shall be exercisable to the extent of 25%
6 months from the date of the Grant.
(iii) This Option shall be exercisable to the extent of 25%
9 months from the date of the Grant.
(iv) This Option shall be exercisable to the extent of 25%
12 months from the date of the Grant.
(v) This Option may not be exercised for a fraction of a
share.
(vi) In the event of the Optionee's termination of
service, the exercisability of the Option is governed
by Section 8 of the Plan.
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(b) Method of Exercise. This Option shall be exercisable by
written notice which shall state the election to exercise the Option, the
number of Shares in respect of which the Option is being exercised, and such
other representations and agreements as to the holder's investment intent with
respect to such Shares as may be required by the Company pursuant to the
provisions of the Plan. Such written notice shall be signed by the Optionee
and shall be delivered in person or by certified mail to the Secretary of the
Company. The written notice shall be accompanied by payment of the exercise
price.
No shares will be issued pursuant to the exercise of an Option
unless such issuance and such exercise shall comply with all relevant
provisions of law and the requirements of any stock exchange upon which the
Shares may then be listed.
4. METHOD OF PAYMENT. Payment of the exercise price shall be by cash,
certified cheque or stock certificates (in negotiable form) representing common
shares of the Company having a fair market value equal to the exercise price of
the shares with respect to which the Option is being exercised.
5. RESTRICTIONS ON EXERCISE. This Option may not be exercised if the
issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any applicable
provincial securities or other law or regulation. As a condition to the
exercise of this Option, the Company may require the Optionee to make any
representation and warranty to the Company as may be required by any applicable
law or regulation.
6. TERMINATION OF STATUS AS A DIRECTOR. If the Optionee ceases to serve
as a Director, he may, but only within thirty (30) days after the date he
ceased to be a Director of the Company, exercise this Option to the extent that
he was entitled to exercise it at the date of such termination. To the extent
that he was not entitled to exercise this option at the date of such
termination, or if he does not exercise this Option within the time specified
herein, the Option shall terminate.
7. DISABILITY OF OPTIONEE. Notwithstanding the provisions of Section 6
above, if the Optionee is unable to continue as a Director of the Company as a
result of his total and permanent disability he may, but only within twelve
(12) months from the date of termination, exercise his Option to the extent he
was entitled to exercise it at the date of such termination, or if he does not
exercise such Option (which he was entitled to exercise) within the time
specified herein, the Option shall terminate.
8. DEATH OF OPTIONEE. In the event of the death of the Optionee:
(a) during the term of this Option and while a Director of the
Company and having been in continuous status as a Director since the date of
grant of the Option, the Option may be
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exercised, at any time within twelve (12) months following the date of death,
by the Optionee's wholly-owned personal holding company, the Optionee's estate
or by a person who acquired the right to exercise the Option by bequest or
inheritance, but only to the extent of the right to exercise that would have
accrued had the Optionee continued living twelve (12) months after the date of
death; or
(b) within thirty (30) days after the termination of the
Optionee's continuous status as a Director, the Option may be exercised, at any
time within three (3) months following the date of death, by the Optionee's
personal holding company, the Optionee's estate or by a person who acquired the
right to exercise the Option by bequest or inheritance, but only to the extent
of the right to exercise that had accrued at the date of termination.
9. REPRESENTATIONS OF OPTIONEE. The Optionee hereby confirms and
represents that:
(i) he is a Director of the Company, or any of its subsidiaries or
its affiliates;
(ii) he has no outstanding incentive stock options to purchase
shares of the Company.
10. ADJUSTMENTS IN SHARES. If prior to the exercise of the Option at any
time or from time to time, there shall be any reorganization of the capital
stock of the Company by way of stock split, consolidation, subdivision, merger,
amalgamation or otherwise or payment of any stock dividends, then there shall
automatically be an adjustment in either or both of the number of Shares of the
Company which may be purchased pursuant hereto or the price at which such
Shares may be purchased by corresponding amounts, so that the Optionee's rights
hereunder shall thereafter be as reasonably as possible equivalent to the
rights originally granted to the Optionee. The Board of Directors of the
Company shall have the sole and exclusive power to make the adjustments as it
considers necessary and desirable.
11. CORPORATE TRANSACTIONS. In the event the Shares are exchanged for
securities, cash or other property of any other corporation or entity as the
result of a reorganization, merger or consolidation in which the Company is not
the surviving corporation, the dissolution or liquidation of the Company, or
the sale of all or substantially all the assets of the Company, the Board of
Directors or the board of directors of any successor corporation or entity may,
in its discretion, as to outstanding options (a) accelerate the exercise date
or dates of such options, (b) upon written notice to the holders thereof,
provided the options have been accelerated pursuant to paragraph (a) above,
terminate all such options prior to consummation of the transaction unless
exercised within a prescribed period, (c) provide for payment of an amount
equal to the excess of the fair market value, as determined by the Board of
Directors or such board, over the Option Price of such shares as of the date of
the transaction, in exchange for the surrender of the right to exercise such
options, or (d) provide for the assumption of such options, or the substitution
therefor of new options, by the successor corporation or entity.
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12. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred in
any manner except (i) to a personal holding company wholly owned by the
Optionee, or (ii) by will or by the laws of descent or distribution and may be
exercised during the lifetime of the Optionee only by him or such personal
holding company. The terms of this Option shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.
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13. TERM OF OPTION. This Option may not be exercised more than three
years from the date of grant of this Option, and may be exercised during such
term only in accordance with the Plan and the terms of this Option.
DATE OF GRANT: July 17, 1997
LASERMEDIA COMMUNICATIONS CORP.
Per:
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President
The Optionee acknowledges receipt of a copy of the Plan, a
copy of which is annexed hereto, and represents that she is familiar with the
terms and provisions thereof, and hereby accepts this Option subject to all of
the terms and provisions thereof. The Optionee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the Board of
Directors upon any questions arising under the Plan.
Dated: ____________, 1997
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Xxxxxx Xxxx
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