EXHIBIT 10.03
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INCENTIVE STOCK OPTION AGREEMENT
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THIS AGREEMENT is made as of the 15th day of June, 1999.
BETWEEN: MODERN RECORDS, INC., a company duly incorporated under the laws of
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the State of California, having a business office at 468 N. Camden
Drive, 3rd Floor, Xxxxxxx Xxxxx, Xxxxxxxxxx, XXX, 00000
(hereinafter call the "Company") OF THE FIRST PART
AND: XXXXXX XXXXX, x/x 000 Xxxxx Xxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxx Xxxxx,
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California, XXX, 00000
(hereinafter call the "Optionee") OF THE SECOND PART
WHEREAS the Optionee is an Employee of the Company and requires as a condition
of holding such position that the parties enter into this Incentive Stock Option
Agreement on the terms and conditions hereinafter set forth;
AND WHEREAS the Company has been classified as a "Venture Board" company by the
Vancouver Stock Exchange.
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 as follows:
1. Subject to paragraphs 5 and 6, from the date hereof, the Optionee shall
have and be entitled to and the Company hereby grants to the Optionee an option
to purchase up to TWO HUNDRED THOUSAND (200,000) fully paid and non-assessable
shares of the Company from the treasury on or before JUNE 15, 2004 at the price
of EIGHTY-TWO CENTS ($0.82) per share.
2. The right to take up shares pursuant to the option herein granted is
exercisable by notice in writing to the Company accompanied by a certified
cheque in favour of the Company for the full amount of the purchase price of the
shares being then purchased. When such payment is received, the Company
covenants and agrees to issue and deliver to the Optionee share certificates in
the name of the Optionee for the number of shares so purchased.
3. This is an Option Agreement only and does not impose upon the Optionee any
obligation to take up and pay for any of the shares under option.
4. The option herein granted shall be non-transferable and non-assignable by
the Optionee otherwise than by Will or the law of intestacy and the option may
be exercised during the lifetime of the Optionee only by the Optionee.
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5. If the Optionee should die while he is an Employee of the Company, the
option herein granted may then be exercised by his legal heirs or personal
representatives to the same extent as if the Optionee were alive and an Employee
of the Company for a period of six (6) months after the death of the Optionee
but only for such shares as the Optionee was entitled to at the date of the
death of the Optionee.
6. Subject to paragraph 5 hereof, the option herein granted shall cease and
become null and void following the thirtieth (30th) day after the Employee
ceases to be an employee of the Company for any reason other than death.
7. The provisions of the agreement and the exercise of the rights hereinbefore
granted to the Optionee are subject to the approvals of the British Columbia
Securities Commission or, if listed thereon, the Vancouver Stock Exchange (the
"Exchange") and the shareholders of the Company; provided, however, that in the
event that such approvals are not obtained within twelve (12) months of the date
of this agreement, then this agreement shall from that date be null and void and
of no further force and effect.
8. The Optionee hereby acknowledges that, in the event the Optionee is an
insider of the Company, the option herein granted may not be exercised in full
or in part until this agreement has been approved by the shareholders at a
general meeting of the Company.
9. In the event of any subdivision, consolidation or other change in the share
capital of the Company while any portion of the options hereby granted are
outstanding, the number of shares under option to the Optionee and the price
thereof shall be deemed adjusted in accordance with such subdivision,
consolidation or other change in the share capital of the Company.
10. The Company hereby covenants and agrees to and with the Optionee that it
will reserve in its treasury sufficient shares to permit the issuance and
allotment of shares to the Optionee upon full exercise of the option herein
granted.
11. If at any time during the continuance of this agreement, the parties hereto
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
will be supplemental hereto and form part hereof and which will be subject to
the approval of the Exchange and the shareholders at a general meeting of the
Company and/or any requirements of the securities regulatory bodies in effect at
that time.
12. This agreement may be executed in several parts in the same form and such
parts as so
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executed will together constitute one original agreement, and such parts, if
more than one, will be read together as if all the signing parties hereto had
executed one copy of this agreement.
13. This agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, and
successors.
14. 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 where the context of the parties thereto require.
15. The Optionee hereby acknowledges and confirms that he has obtained
independent legal advise with respect to this agreement and understands and is
aware that the option hereunder as well as the underlying securities have not
been registered under the Securities Act of 1933, as amended, and that the
granting of this option is conditional upon it being exempt from the application
of the Securities Act of 1933 and any applicable state laws. The Optionee
covenants with and to the Company that he will exercise the option herein
granted, and dispose of the shares thereby acquired, only in accordance with all
applicable laws.
IN WITNESS WHEREOF the parties have hereunto caused these presents to be
executed as of the day and year first above written.
The COMMON SEAL of )
MODERN RECORDS, INC in the )
presence of: )
) c/s
/s/ Xxxxx Xxxxxxx )
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)
SIGNED, SEALED AND DELIVERED )
by XXXXXX XXXXX in the )
presence of: )
)
/s/ Xxxx Xxxxxx ) /s/ Xxxxxx Xxxxx
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Witness ) Xxxxxx Xxxxx
This is page 3 to that certain Incentive Stock Option Agreement
between MODERN RECORDS, INC. and XXXXXX XXXXX dated as of the 15th day
of June 1999.
