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EXHIBIT 4.14
DIRECTOR STOCK OPTION AGREEMENT
THIS AGREEMENT made the 10th day of November, 1997.
BETWEEN:
UNICOMM SIGNAL INC., a company duly incorporated under the
laws of British Columbia, having its head office at #000 -
00000 Xxxxxx Xxxxx, X0X 0X0
(hereinafter called the "Company")
AND:
XXXXXXX XXXXXX, 000 Xxxxxxx Xxxxx, Xxxxxxx, XX 00000
(hereinafter called the "Purchaser")
WHEREAS:
A. The Purchaser is a member of the Board of Directors of the
Company;
B. The Company wishes the Purchaser to continue as a director and
to continue to receive the benefit of his services.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises
and mutual covenants and agreements herein contained, the parties hereto agree
as follows:
1. In this Agreement, the following terms shall have the following meanings:
(a) "Exchange" means the Vancouver Stock Exchange;
(b) "Expiry Date" means November 10, 2002;
(c) "Insider" means a director or senior officer of the Company,
or a director or senior officer of a person that is itself an
insider or subsidiary of the Company, or a person whose
control or direct or indirect beneficial ownership, or a
combination of that control and ownership over securities of
the Company extends, not counting securities in respect of
which he is acting as an underwriter in the course of a
distribution, to securities carrying more than 10% of the
voting rights attached to all the Company's outstanding voting
securities;
(d) "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;
(e) "Option" means the irrevocable right and option to purchase,
from time to time,
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all, or any part of the Optioned Shares granted to the
Purchaser by the Company pursuant to paragraph 2 hereof;
(f) "Optioned Shares" means the common shares of the Company,
subject to the Option; and
(g) "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 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 150,000 (ONE HUNDRED FIFTY THOUSAND) Optioned
Shares at the price of $0.56 per Optioned Share, exercisable by the Purchaser in
whole or in part at any time before 5:00 o'clock p.m., Vancouver time, on the
Expiry Date.
3. The Option shall, at 5:00 o'clock p.m., Vancouver time, on the Expiry Date,
forthwith expire and terminate and be of no further force or effect whatsoever.
4. 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 o'clock p.m.,
Vancouver time, on the first anniversary of the date of death of the Purchaser
or prior to 5:00 o'clock p.m., Vancouver time, on the Expiry Date, whichever is
the earlier.
5. The Purchaser represents and warrants that he is a Director of the Board of
Directors of the Company. In the event the Purchaser ceases to be a Director
prior to the Expiry Date, the Option shall, at 5:00 o'clock p.m., Vancouver
time, on the thirtieth day after the date upon which the Purchaser ceases to be
a Director or employee, terminate and be of no further force or effect
whatsoever.
6. 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
personal representative 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.
7. 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 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 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.
8. 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 Option in the manner hereinbefore provided.
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9. 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.
10. 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.
11. 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 paragraphs 1 (d) and 7 hereof.
12. Time shall be of the essence of this Agreement.
13. This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Purchaser and his personal
representative to the extent provided in paragraph 4 hereof.
14. Subject to paragraph 4, this Agreement shall not be transferable or
assignable by the Purchaser or his personal representative and the Option may be
exercised only by the Purchaser or his personal representative.
15. The granting of the Option and the terms and conditions hereof shall be
subject to the approval of the Exchange and, if the Purchaser is an Insider, is
further subject to the approval of the shareholders of the Company prior to the
exercise of the Option.
16. 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 and which shall be subject to
the approval of the Exchange and, if the Purchaser is an Insider, shall be
subject to the approval of the shareholders of the Company.
17. 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.
18. 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.
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IN WITNESS WHEREOF the Company has hereunto caused its corporate seal to be
affixed in the presence of its duly authorized officers in that behalf and the
Purchaser has hereunto set his hand and seal as of the day and year first above
written.
THE COMMON SEAL OF UNICOMM SIGNAL INC. )
was hereunto affixed in the presence of: )
)
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Authorized Signatory )
) C/S
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Authorized Signatory )
SIGNED, SEALED AND DELIVERED by XXXXXXX )
XXXXXX in the presence of: )
)
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Signature )
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Print Name ) XXXXXXX XXXXXX
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Address )
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Occupation
