EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT made the 24th day of March, 1999,
BETWEEN:
GLOBALNETCARE, INC., of Suite 950 - 2000 XxXxxx College,
Xxxxxxxx, Xxxxxx X0X 0X0
(hereinafter called the "Company")
OF THE FIRST PART
AND:
XX. XXXX XXXXXXX, of 0000 Xxxxxx, Xxxxxxxx, Xxxxxx
X0X 0X0
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Purchaser is an Employee, as defined herein; and
B. The Company wishes the Purchaser to continue as an Employee and to
continue to receive the benefit of his/her services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following
meanings:
(a) "Employee" means an employee of the Company, or a subsidiary
thereof, or an employee of a company under contract to provide
management services to the Company;
(b) "Expiry Date" means March 24, 2004;
(c) "Notice of Exercise" means a notice in writing addressed to the
Company at its address first recited, which notice shall
specify therein the number of Optioned Shares in respect of
which the Option is being exercised;
(d) "Option" means the irrevocable right and option to purchase,
from time to time, all, or any part of the Optioned Shares
granted to the Purchaser by the Company pursuant to paragraph 2
hereof;
(e) "Optioned Shares" means the common shares of the Company,
issuable on exercise of the Option; and
144
(f) "Shares" means the common shares in the capital stock of the
Company.
2. The Company hereby grants to the Purchaser as an incentive and in
consideration of his/her services and not in lieu of salary or any other
compensation, subject to the terms and conditions hereinafter set forth, the
Option to purchase a total of FIVE THOUSAND (5,000) Optioned Shares at the price
of US$2.00 per Optioned Share, to be granted, and eligible for exercise on the
dates listed below (the "Vesting Dates");
(a) 1,000 Optioned Shares immediately;
(b) 1,000 Optioned Shares on March 24, 2000;
(c) 1,000 Optioned Shares on March 24, 2001;
(d) 1,000 Optioned Shares on March 24, 2002; and
(e) 1,000 Optioned Shares on March 24, 2003.
3. The Option shall, at 5:00 p.m., Montreal time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. No Optioned Shares may be exercised by the Purchaser unless and until a
majority of the shareholders of the Company have approved of the grant and
exercise of the Optioned Shares. The Company agrees to use reasonable efforts
to obtain such approval at the next annual general meeting of the Company.
5. The grant of the Option is conditional upon the receipt by the Company of
an order of the Quebec Securities Commission permitting the grant of the Options
and the resale by the Purchaser of the Optioned Shares.
6. In the event of the death of the Purchaser on or prior to the Expiry
Date, the Option, or such part thereof as remains unexercised, may be exercised
by the personal representative of the Purchaser at any time prior to 5:00 p.m.,
Montreal time, on the first anniversary of the date of death of the Purchaser or
prior to 5:00 p.m., Montreal time, on the Expiry Date, whichever is the earlier.
7. The Company warrants that the Purchaser is a bona fide Employee of the
Company (full-time or part-time), or a subsidiary thereof or an employee of a
management company providing services to the Company.
8. The Purchaser represents that he is an Employee. In the event the
Purchaser ceases to be an Employee prior to the Expiry Date, the Option shall,
at 5:00 o'clock p.m., Montreal time, on the thirtieth (30) day after the date
upon which the Purchaser ceases to be an Employee, terminate and be of no
further force or effect.
9. In the event that the Purchaser ceases to be an Employee prior to any
Vesting Date, the Purchaser shall on the date on which he ceases to be an
Employee, be granted that number of Optioned Shares as is equal to the number of
Optioned Shares to which the Purchaser would have been entitled to on the next
Vesting Schedule, multiplied by the number of months following the last Vesting
Date that the Purchaser was an Employee, divided by twelve (12).
10. Subject to the provisions hereof, the Option shall be exercisable in
whole or in part (at any time and from time to time as aforesaid) by the
Purchaser or his/her personal representative
145
giving a Notice of Exercise together with payment (by cash or by certified
cheque, made payable to the Company) in full of the purchase price for the
number of Optioned Shares specified in the Notice of Exercise.
11. Upon the exercise of all or any part of the Option, the Company shall
forthwith cause the registrar and transfer agent of the Company to deliver to
the Purchaser or his/her personal representative within ten (10) days following
receipt by the Company of the Notice of Exercise a certificate in the name of
the Purchaser or his/her personal representative representing, in aggregate, the
number of Optioned Shares specified in the Notice of Exercise and in respect of
which the Company has received payment.
12. The Purchaser acknowledges that the Company's shares trade in the United
States on the OTC Bulletin Board only. The shares acquired on exercise of the
Options may not be traded except in compliance with U.S. securities laws. The
shares acquired on exercise may be legended as required by applicable securities
laws. Specifically, the Purchaser acknowledges that the Optioned Shares may not
be sold for a period one year from their issuance, unless registered with the
United States Securities and Exchange Commission.
13. Nothing herein contained shall obligate the Purchaser to purchase any
Optioned Shares except those Optioned Shares in respect of which the Purchaser
shall have exercised his/her Option in the manner hereinbefore provided.
14. In the event of any subdivision, redivision or change of the Shares of
the Company at any time prior to the Expiry Date into a greater number of
Shares, the Company shall deliver at the time of any exercise thereafter of the
option such additional number of Shares as would have resulted from such
subdivision, redivision or change if such exercise of the Option had been made
prior to the date of such subdivision, redivision or change.
15. In the event of any consolidation or change of the Shares of the Company
at any time prior to the Expiry Date into a lesser number of Shares, the number
of Shares deliverable by the Company on any exercise thereafter of the Option
shall be reduced to such number of Shares as would have resulted from such
consolidation or change if such exercise of the Option had been made prior to
the date of such consolidation or change.
16. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Option has
been properly exercised in accordance with paragraph 10 hereof.
17. Time shall be of the essence of this Agreement.
18. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his/her personal
representative to the extent provided in paragraph 6 hereof.
19. Subject to paragraph 6, this Agreement shall not be transferable or
assignable by the Purchaser or his/her personal representative and the Option
may be exercised only by the Purchaser or his/her personal representative.
146
20. If at any time during the continuance of this Agreement, the parties
hereto shall deem it necessary or expedient to make any alteration or addition
to this Agreement, they may do so by means of a written agreement between them
which shall be supplemental hereto and form part hereof.
21. Wherever the plural or masculine are used throughout this Agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic or corporate where the context of the parties thereto require.
22. This Agreement may be executed in several parts in the same form and such
parts as so executed shall together constitute one original agreement, and such
parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the Company have executed this agreement as of the day and
year first above written.
GLOBALNETCARE, INC.
Per:
/S/ Xx. Xxxxx Xxxxxxxx
-------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
XX. XXXX XXXXXXX in )
the presence of: )
)
/S/ Xxxxxx Lalach )
----------------------------------- )
Name )
265 Xxxxx Xxxxxxxx ) /S/ Xxxx Xxxxxxx
----------------------------------- ) --------------------------
Address ) XX. XXXX XXXXXXX
Xxxxxxxxxxxx, Xxxxxx X0X 0X0 )
----------------------------------- )
Businessman )
----------------------------------- )
Occupation )
147
