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EXHIBIT (6)(6)(v)
AMENDED AND RESTATED OPTION AGREEMENT
THIS AGREEMENT IS MADE AS OF THE 22ND DAY OF AUGUST, 1997 (THE "AGREEMENT
DATE") AND AMENDED FEBRUARY 9, 1998.
BETWEEN:
GLOBAL ELECTION SYSTEMS INC., a company duly incorporated
under the laws of the Province of British Columbia, having
a place of business at 0000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0;
(the "Company")
AND:
XXXXXXX XXXXXXXX of 1611 Wilmeth, XxXxxxxx, Xxxxx,
00000-0000, XXX
(the "Employee")
WHEREAS the Company would like to grant to the Employee an option to purchase
common shares of the Company on the terms and conditions hereinafter set forth;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises
and of the covenants and agreements herein contained the parties hereto
covenant and agree (the "Agreement") as follows:
1. From and including the Agreement Date through to and including the
day August 22, 2002 (the "Termination Date"), the Employee shall have and be
entitled to and the Company hereby grants to the Employee an option (the
"Option") to purchase all or any portion of 100,000 common shares without par
value in the capital stock of the Company from treasury at the price of $$1.25
per share.
2. Subject to the terms of this Agreement, the right to take up shares
pursuant to the Option is exercisable by the Employee giving notice in writing
to the Company accompanied by a cheque, certified if so required by the
Company, in favour of the Company for the full amount of the purchase price of
the shares then being purchased. Provided such written notice and payment are
received by the Company prior to 5:00 p.m. local time on the Termination Date
at its address first above written, the Company covenants and agrees to issue
and deliver to the Employee, forthwith thereafter, a share certificate for the
number of shares so purchased registered in the Employee's name.
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3. This is an Option only and does not impose upon the Employee any
obligation to take up and pay for any of the shares under option.
4. The Option shall not be assignable or transferable by the Employee
otherwise than by Will or the law of intestacy and the Option may be exercised
during the lifetime of the Employee only by the Employee himself.
5. This Option shall terminate 30 days after the Employee ceases to be
an employee of the Company save and except where the Employee ceases to be an
employee of the Company as a result of:
(a) termination for cause; or
(b) by order of the Executive Director for B.C. or Ontario, B.C.
Securities Commission, Ontario Securities Commission, The Toronto
Stock Exchange or any securities regulatory body having jurisdiction
to so order,
in which case the Option shall terminate on the date the Employee ceases to be
an employee of the Company.
6. If the Employee should die while still an employee of the Company,
the Option may then be exercised by the Employee's legal heirs or personal
representatives to the same extent as if the Employee were alive and an
employee of the Company for a period of one year after the Employee's death but
only for such shares as the Employee was entitled to purchase pursuant to the
Option at the date of the Employee's death.
7. This Agreement and any amendments hereto are subject to the approval
of The Toronto Stock Exchange and, if the Employee is an insider (as that term
is defined in the Securities Act, R.S.B.C. 1996, c.418) of the Company, by the
members of the Company. In the event acceptance by The Toronto Stock Exchange
is not obtained within 60 days of the Agreement Date, this Agreement shall be
null and void and of no further force and affect.
8. In the event of any subdivision, consolidation or other change in the
share capital of the Company while any portion of the Option is outstanding,
the number of shares under option to the Employee and the exercise price
thereof shall be adjusted in accordance with such subdivision, consolidation
or other change in the share capital of the Company.
9. In the event that the Company undertakes an amalgamation, merger,
reorganization or other arrangement while any portion of this Option is
outstanding, the number of shares under option to the Employee and the exercise
price thereof shall be adjusted in accordance with such amalgamation, merger,
reorganization or other arrangement.
10. The Company hereby covenants and agrees to and with the Employee that
it will reserve in its treasury sufficient shares to permit the issuance and
allotment of shares to the Employee in the event the Employee exercises the
Option.
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11. The Company hereby represents that as of the Agreement Date the
Employee is a bona fide employee of either the Company, a subsidiary of the
Company or a management company providing services to the Company (other than
investor relations).
IN WITNESS WHEREOF the parties have hereunto caused these presents to be
executed effective as of the day and year first above written.
THE CORPORATE SEAL OF GLOBAL )
ELECTION SYSTEMS INC. was hereunto )
affixed in the presence of: )
) c/s
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)
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SIGNED, SEALED & DELIVERED )
BY XXXXXXX XXXXXXXX )
in the presence of: )
)
/s/ XXXXXX X. XXX XXXX ) /s/ XXXXXXX XXXXXXXX
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Signature of Witness ) XXXXXXX XXXXXXXX
)
Name: XXXXXX X. XXX XXXX )
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Address: 1611 WILMETH )
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McKinney, TX )
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Occupation: BUSINESS )
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