EXHIBIT 4(c)
SAMPLE
STOCK OPTION ASSUMPTION AGREEMENT
THIS AGREEMENT is made as of the (Effective
Date), between Xxxxxx Corporation, a Delaware corporation
(Xxxxxx) and (Optionee).
WHEREAS Optionee was the holder of one or more outstanding
non-qualified options to purchase Class A Subordinate Voting
Shares of DMR Group Inc., (DMR Stock), which were granted to
Optionee pursuant to the Stock Option Plan of DMR Group Inc. and
which, on the amalgamation of DMR Group Inc. (DMR) and Xxxxxx
Canada Acquisition, Inc. following the indirect acquisition of
DMR by Xxxxxx, became, pursuant to the terms of the Stock Option
Plan of DMR, options of an equivalent value to acquire common
shares of the successor corporation;
WHEREAS Optionee and DMR have, in order to evidence each
such option, entered into a formal stock option agreement (Prior
Option Agreement);
WHEREAS Xxxxxx and Optionee desire that Xxxxxx assume the
obligations of DMR under such Prior Option Agreement;
NOW, THEREFORE, it is hereby agreed as follows:
1. Optionee hereby represents that he or she is, as of the
Effective Date, an employee of DMR and the holder of the options
to purchase the number of DMR Class A Subordinate Voting Shares
indicated below at the subscription or exercise price(s) per
share set forth below (DMR Stock Options). Xxxxxx hereby assumes
all the duties and obligations of DMR under each such option and
hereby agrees to issue up to the number of shares of Xxxxxx
common stock, par value of $.05 per share, indicated below for
each such assumed option upon (i) exercise of that option in
accordance with the provisions of the Prior Option Agreement
applicable thereto (as supplemented hereby) and (ii) payment of
the adjusted exercise price per share set forth below.
DMR Stock Options Xxxxxx Assumed Options
Adjusted Adjusted
Date #Shares Subscription # Shares Exercise
Granted of DMR Price/Share of Xxxxxx Price/Share
2. The number of shares of Xxxxxx common stock purchasable
under each DMR Option hereby assumed and the exercise price
payable thereunder have been adjusted under Paragraph 1 to
reflect the value of DMR Stock on the Effective Date, as compared
to the fair market value of Xxxxxx common stock on the Effective
Date. Xxxxxx and Optionee agree that the value of DMR Stock on
the Effective Date is equal to the value of DMR Stock on the date
of the last transaction in DMR Stock. Any fractional share of
Xxxxxx common stock which would have otherwise resulted from such
adjustments has been eliminated from each DMR Stock Option hereby
assumed, and the number of Xxxxxx shares purchasable under each
of the assumed options has accordingly been rounded down to the
next whole share.
3. The date of grant, the exercise installment dates and
other termination provisions of each DMR Stock Option hereby
assumed by Xxxxxx shall remain the same as set forth in the Prior
Option Agreement applicable to such option and shall accordingly
govern and control the Optionee's rights under this Agreement to
purchase Xxxxxx common stock. However, all references to the
Company in each Prior Option Agreement shall, unless the context
otherwise requires, mean Xxxxxx, and all references to affiliate
shall mean any corporation (other than Xxxxxx) in an unbroken
chain of corporations beginning with Xxxxxx, provided each of the
corporations (other than the last corporation in the unbroken
chain) owns, at the time of determination, stock possessing fifty
percent (50%) or more of the total combined voting power of all
classes of stock of one of the other corporations in such chain.
4. All the remaining terms and conditions of the Prior
Option Agreement shall not in any way be affected by this
Agreement and shall remain in full force and effect.
5. This Agreement shall be binding upon, and inure to the
benefit of, the successors and assigns of Xxxxxx Corporation and
the executors, administrators, heirs and legatees of the
Optionee's estate.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first set for the above.
(Optionee)
XXXXXX CORPORATION
By
Xxxxxxx X. Xxxxx
Senior Vice President
Human Resources and
Corporate Services
