EXHIBIT 10.28
STOCK OPTION AGREEMENT
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THIS AGREEMENT is made as of the 28th day of June, 1996
BETWEEN:
PORTACOM WIRELESS, INC.,
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Suite 730, 0000 X. Xxxxxxxxxx Xxxxxx,
Xxxxx xxx Xxx, Xxxxxxxxxx
00000 XXX
(the "Company")
OF THE FIRST PART
AND:
XXXXXX XXXXX XXXXXXXXX,
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#228 - 00 Xxxxxxx Xxxxxxxx X.X.
Xxxxxxx, XX
X0X 0X0
(the "Optionee")
OF THE SECOND PART
WHEREAS:
A. The Optionee is a director or senior officer of the Company or its
wholly-owned subsidiary, as the case may be;
B. The Company wishes to grant the Optionee an option to purchase common
shares in the capital of the Company;
C. The Company's shares are listed and posted for trading on the
Vancouver Stock Exchange;
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the sum of $1.00
given by the Optionee to the Company (the receipt of which is hereby
acknowledged by the Company) the parties hereto agree as follows:
1. The Company hereby grants the Optionee as an incentive and not in lieu
of salary or any other compensation for services, an option to purchase a total
of 90,000 common shares in its capital (the "Option") at a price of US$3.80 per
share exercisable on or before June 28, 2001 (the "Expiry Date").
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2. In order to exercise the Option, the Optionee shall, before 5:00 p.m.
on the Expiry Date, give notice to the Company of the Optionee's intention to
exercise the Option in whole or in part, such notice to be accompanied by cash,
bank draft, money order or certified cheque, payable to the Company, in the
appropriate amount.
3. If the Optionee:
(a) dies prior to the expiration of the Option, the Optionee's legal
representatives may, within one year from the Optionee's death and
prior to the expiry of the Option, exercise that portion of the Option
which remains outstanding after which time the Option shall terminate;
or
(b) ceases to act as a director or senior officer of the Company or its
wholly-owned subsidiary for any reason other than the Optionee's
death, the Option shall terminate 30 days after the date of such
cessation.
4. If the issued and outstanding common shares in the capital of the
Company are at any time changed by subdivision, consolidation, re-division,
reduction in capital, reclassification or recapitalization (such changes are
herein called collectively "Capital Alterations"), not including any issuance of
additional shares for consideration, the Option shall be adjusted as follows:
(a) the number and class of shares in respect of which the Option is
granted shall be adjusted in such a manner as to parallel the change
created by the Capital Alterations in the class and total number of
the issued and outstanding common shares; and
(b) the exercise price of each share in respect of which the Option shall
operate shall be increased or decreased proportionately, as the case
may require, so that upon exercising the Option the same proportionate
shareholdings at the same aggregate purchase price shall be acquired
after such Capital Alterations as would have been acquired before the
Capital Alterations.
5. The Option granted is personal to the Optionee and may not be assigned
or transferred in whole or in part.
6. This Agreement constitutes and expresses the whole agreement of the
parties with reference to the appointment of the Optionee and with reference to
any of the matters or things herein discussed or mentioned with reference to
such appointment, all promises, representations and understandings relative
thereto being merged herein.
7. Any amendment to this Agreement shall be subject to the approval of
the shareholders of the Company if the Optionee was an insider of the Company,
as that term
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is used in the Securities Act (British Columbia), at the time of granting the
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Option or is an insider of the Company at the time of the amendment.
8. This Agreement shall be construed and enforced in accordance with the
laws of British Columbia.
9. This Agreement shall be subject to the approval of all securities
regulatory authorities having jurisdiction.
10. If the Optionee is an insider of the Company, as that term is defined
in the Securities Act (British Columbia), the Optionee shall not exercise the
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Option prior to the approval of the Option by the shareholders of the Company.
For the purposes of this paragraph, approval of the shareholders may be granted
in advance of the Option, by way of blanket or omnibus resolution authorizing
the Company's Board of Directors to grant options or alternatively by approving
a stock option plan adopted by the Company. In the event the Company has
adopted a stock option plan, then notwithstanding anything to the contrary
contained herein, the Option and the Agreement shall be governed under the terms
of such stock option plan, and in the event of any inconsistencies between this
Agreement and the stock option plan, the terms of the stock option plan shall
prevail. If the shareholders do not approve the Option and this Agreement, then
the Option and this Agreement shall be void ab initio.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
THE COMMON SEAL OF )
PORTACOM WIRELESS, INC. was )
hereunto affixed in the presence of: )
)
) c/s
_____________________________ )
)
)
_____________________________ )
SIGNED, SEALED AND DELIVERED )
by XXXXXX XXXXX XXXXXXXXX in the )
presence of: )
)
)
_____________________________ )
Signature )
)
_____________________________ ) ______________________________
Name ) XXXXXX XXXXX XXXXXXXXX
)
_____________________________ )
Address )
)
