MEMORANDUM OF AGREEMENT made as of , 200
Exhibit
4.20
made
as
of , 000
X
X X X X
X X:
a
corporation incorporated pursuant
to
the
laws of Canada,
(hereinafter
called the "Optionor"),
OF
THE
FIRST PART,
NAME
of
the
City of Place
in
the
Province of Québec,
(hereinafter
called the "Optionee"),
OF
THE
SECOND PART.
WHEREAS
the Optionee is a bona fide senior officer, director, employee, management
company employee or Consultant of the Optionor or any subsidiary of the
Optionor; and
WHEREAS
the board of directors of the Optionor has determined that the granting of
an
option to the Optionee to purchase up to ________
authorized and unissued common shares as presently constituted of the Optionor,
on the terms and conditions set forth below, is in the best interests of
the
Optionor and its security holders;
NOW
THEREFORE
THIS AGREEMENT WITNESSES that in consideration of these premises and of the
sum
of $10.00 (Cdn.) paid by the Optionee to the Optionor and for other good
and
valuable consideration (the receipt and sufficiency of which is hereby
acknowledged), it is hereby agreed by and between the parties hereto as
follows:
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1.
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GRANT
OF OPTION
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1.1
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Subject
to the receipt of any required shareholder or regulatory approvals,
the
Optionor hereby grants to the Optionee, on the terms and conditions
hereinafter set forth, a non-assignable and non-transferable irrevocable
option (the "Option") to purchase at any time or from time to time
during
the period hereinafter referred to and subject to the provisions
of
section 2.1, all or any part of «option» authorized and unissued shares of
the Optionor (the said shares being hereinafter called the "Optioned
Shares") for a purchase price of $_____
(Cdn.)
per Optioned Share.
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2.
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EXERCISE
OF OPTION
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2.1
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The
Optionee shall have the right to exercise the Option at any time
or from
time to time with respect to all or any of the Optioned Shares
during the
period commencing the date of this Agreement thereafter prior to
_____________
at
4 p.m. or at such earlier time as may be determined in accordance
with
Section 2.3, 2.4, 2.5 and Article 4 (the "Expiry Date") and at
the Expiry
Date the Option shall expire and terminate as to such of the Optioned
Shares in respect of which the Option has not been
exercised.
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2.2
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Subject
to the provisions of Article 1 and section 2.1, the Optionee shall
have
the right to exercise the vested Option at any time or from time
to time
with respect to all or any part of the Optioned Shares. A written
notice
of the Optionee, as per attached hereto as “Schedule A”, electing to
exercise the Option in whole or in part shall be required to be
delivered
along with payment by or on behalf of the Optionee by certified
cheque or
bank draft payable to or to the order of the Corporation at the
said price
of $______
(Cdn.)
per Optioned Share in respect of so many of the Optioned Shares
as the
Optionee shall from time to time determine to take up and purchase,
shall
be an exercise pro
tanto of
the Option hereby granted.
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Upon
each
such exercise of the Option, the Optionor shall cause the Corporation's
registrar and transfer agent to deliver forthwith to the Optionee, a
definitive certificate or certificates registered in the name of the Optionee,
or as the Optionee may otherwise direct in writing, representing in the
aggregate such number of the Optioned Shares as the Optionee shall have then
paid for.
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2.3.
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In
the event of the death of the Optionee on or prior to the Expiry
Date,
provided that at the time of such death the Optionee was either
a
director, officer, employee or service provider of the Optionor,
the
Option may be exercised as to all or any of the Optioned Shares
in respect
of which the Optionee would have been entitled to exercise the
Option
hereunder at the time of his or her death, as if he or she had
survived,
by the legal representatives of the Optionee at any time up to
and
including, but not after, that date which is one year following
the date
of death of the Optionee or prior to the close of business on the
Expiry
Date, whichever is earlier.
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2.4
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In
the event of the termination of a Consulting Agreement pursuant
to the
terms therein, the Optionee may exercise the vested Option to the
extent
that the Optionee was entitled to do so at the time of such termination,
at any time up to and including, but not after, that date which
is 90 days
following such date or prior to the close of business on the Expiry
Date,
whichever is earlier. Options granted to an Optionee who is engaged
in
Investor Relations Activities shall expire and terminate within
30 days
after the Optionee who holds such Option ceases to be employed
to provide
Investor Relations Activities.
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2.5
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In
the event of the termination of employment of the Optionee (either
as an
employee or officer) by the Optionor other than in the circumstances
referred to in Sections 2.3 or 2.4 above or the Optionee ceases
to be a
director or service provider of the Optionor, the Optionee may
exercise
the Option to the extent that the Optionee was entitled to do so
at the
time of such termination of employment at any time up to and including,
but not after, that date which is 90 days following such date,
or prior to
the close of business on the Expiry Date, whichever is earlier.
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2.6 Without
prior written approval of the TSX Venture Exchange and compliance with all
applicable securities legislation, the securities represented by the Options
may
not be sold, transferred, hypothecated or otherwise traded on or through
the
facilities of the TSX Venture Exchange or otherwise in Canada or to or for
the
benefit of a Canadian resident until ____________.
2.7 All
Options granted to the Optionee shall vest, in six (6) equal installments
over a
period of 18 months, with the first installment vesting immediately and the
remaining Options vesting upon 6 months, 9 months, 12 months, 15 months and
18
months after the date of grant.
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3.
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TERMINATION
OF OPTION BY OPTIONEE
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3.1
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Notwithstanding
anything herein provided, the Optionee may at any time, in its
sole
discretion, terminate the Option by notice in writing mailed by
first
class registered mail, postage prepaid, addressed to, or by notice
in
writing delivered to, the Optionor at its registered head office
or sent
by telecopy to the Optionor, and forthwith upon the mailing, delivery
or
telecopy of any such notice in writing, and notwithstanding that
any such
notice in writing may not have been received by the Optionee, the
Option
shall forthwith expire and terminate as to such of the Optioned
Shares in
respect of which the Option has not been
exercised.
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4.
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OPTIONEE
NOT REQUIRED TO EXERCISE THE
OPTION
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4.1
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Nothing
herein contained or done pursuant hereto shall obligate the Optionee
to
purchase and/or pay for, or the Optionor to issue, any Optioned
Shares
except those Optioned Shares in respect of which the Optionee shall
have
exercised its Option to purchase hereunder in the manner hereinbefore
provided.
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5.
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CHANGE
OF SHARES
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5.1
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In
the event of any subdivision or change of the Shares of the Optionor
at
any time prior to the Expiry Date into a greater number of Shares,
the
Optionor shall deliver, in connection with any issue of Optioned
Shares
occurring after the record date of the subdivision or change, such
additional number of Shares as would have resulted from such subdivision
or change if such issue of Optioned Shares had been prior to the
record
date of such subdivision or change.
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5.2
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In
the event of any consolidation or change of the Shares of the Optionor
at
any time prior to the Expiry Date into a lesser number of Shares,
the
number of Shares delivered by the Optionor 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
hereby granted had been prior to the record date of such consolidation
or
change.
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5.3
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In
the event of any reclassification of the shares of the Optionor
at any
time up to the Expiry Date, the number and class of shares deliverable
by
the Optionor on any exercise thereafter of the Option hereby granted
shall
be the number and class of shares as would have resulted from such
reclassification if the Option hereby granted had been exercised
prior to
the date of such reclassification.
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6.
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DIVIDENDS,
DISTRIBUTIONS, ETC.
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6.1
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If
the Optionor shall at any time prior to the Expiry Date pay any
dividend
or make any distribution (whether or not payable in shares or other
securities of the Optionor), or make any payment by way of return
of
capital on or in respect of the Shares, the Optionee shall be entitled
to
receive upon any exercise thereafter of the Option (in addition
to the
number of Optioned Shares that the Optionee otherwise would have
been
entitled to receive on the exercise of the Option) such additional
number
of shares or other securities of the appropriate class of the Optionor
or
such capital payment as would have been payable on the Shares that
would
have been issuable on such exercise of the Option if they had been
outstanding on the record date for payment of such dividend or
distribution or capital payment, and the Optionor covenants and
agrees
that in the event of the payment of any dividend or distribution
payable
in any shares or other securities of the Optionor as aforesaid
it will
reserve and set aside a sufficient number of shares or other securities
of
the appropriate class in which any such dividend or distribution
shall be
payable to enable it to fulfil its obligations
hereunder.
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7.
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RESERVATION
OF OPTIONED SHARES
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7.1
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The
Optionor covenants that it has duly reserved, set aside and allotted
the
Optioned Shares to and in favour of the Optionee, its successors
and
assigns, and that upon the exercise of the Option in accordance
with the
terms hereof and payment of the said price as aforesaid, the Optioned
Shares in respect of which the Optionee shall have duly taken up
and paid
for hereunder shall be duly issued and outstanding as fully paid
and
non-assessable.
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8.
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GENERAL
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8.1
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Any
notice required or permitted to be given to a party hereto to the
other
shall be in writing and addressed:
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To
the
Optionor: Dynasty
Gaming Inc.
000 Xxxxxx Xxxxxxxx
Xxxxx
000
Xxxxxxxx, Xxxxxx X0X 0X0
To
the
Optionee: NAME
Street
City,
Province, Postal Code
and
if
delivered to an officer of the Company shall be deemed to have been received
when delivered to such officer. If notice is given by telecopy, it shall
be
deemed to have been received twelve hours after such telecopying. Any notice
given by telecopy will be confirmed by written notice.
Either
party hereto may change its address for notice at any time by giving notice
to
the other party pursuant to the provisions of this Section.
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8.2
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Time
shall be of the essence of this
agreement.
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8.3
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The
Optionee represents and warrants to the Optionor, as a continuing
representation and warranty that shall be true and correct on the
date
hereof and on each date that the Optionee exercises the Option
as if made
and given on and as of each such date, that the Optionee is acquiring
the
Option and will acquire the Optioned Shares purchased by it upon
any
exercise of the Option as
principal.
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8.4
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The
Optionor and the Optionee severally covenant and agree to use their
respective reasonable best efforts to comply with, satisfy and
fulfil
promptly all conditions and requirements imposed by or arising
out of
legal, regulatory and administrative requirements applicable to
the grant
of the Option hereunder and to the issue of Shares on the exercise
of the
Option.
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8.5
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This
agreement is non-assignable.
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8.6
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This
agreement shall be governed by and construed in accordance with
the laws
of the Province of Québec and the federal laws of Canada applicable
therein.
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8.7
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This
agreement may be executed by the parties in counterparts and when
so
executed such counterparts shall constitute a single
agreement.
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8.8
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The
parties hereto have required that this agreement and related documents
be
drafted in English. Les
parties aux présentes ont exigé que ce contrat et les documents y
afférents soient rédigés en
anglais.
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IN
WITNESS WHEREOF this agreement has been executed by the parties hereto as
of the
date first above written.
SIGNED,
SEALED & DELIVERED ) Optionor
in
the
presence of: ) Dynasty
Gaming Inc.
)
)
)
per:
) Name:
) Title:
)
) Optionee
)
)
)
Witness ) Name
-
-
TO
PURCHASE COMMON SHARES OF
PURSUANT
TO THE STOCK OPTION PLAN (REVISED)
Exercise
price for each of the Optioned Shares:$_____
Expiry
Date:___________
Number
of
Options granted:000
Vested
on:
Instalment
Dates1/6
Instalment
Dates1/6
Instalment
Dates1/6
Instalment
Dates1/6
Instalment
Dates1/6
Instalment
Dates1/6
Number
of
Options exercised under this notice:
Balance
of unexercised Options:
Subscription
funds submitted ($_______
x number
of Options exercised): $
Dated
this day
of
,
200 .
per:
_______________________________________
Purchaser:A.S.O.
per: _______________________________________
Name A.S.O.
