EXHIBIT (d)(6)
United States Resident - Individual ISO
THIS 724 SOLUTIONS STOCK OPTION AGREEMENT made as of the - day of -, 2001.
B E T W E E N:
724 SOLUTIONS INC., a company amalgamated
under the laws of the
Province of Ontario,
(hereinafter called the "Company")
OF THE FIRST PART
- and -
NAME
(hereinafter called the "Optionee")
OF THE SECOND PART
WHEREAS the Optionee is a U.S. Employee eligible to participate in the 724
Solutions Inc. 2000 United States Incentive Stock Option Program, a copy of
which is attached hereto as Schedule A (the "Program");
AND WHEREAS the Company has determined that it is in the best interests of
the Company to grant to the Optionee an option to purchase common shares of the
Company as a performance incentive upon the terms and conditions contained
herein;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants contained herein, the parties hereto agree as follows:
1. DEFINED TERMS
All capitalized terms used herein and not otherwise defined have the same
meaning as in the 724 Solutions Inc. 2000 Stock Option Plan and the Program
authorized under Section 3.6 of such Plan, all as amended from time to time
(collectively, the "Plan"). All references herein to the Plan shall be deemed to
include a reference to the terms of the Plan as amended from time to time.
2. COMMON SHARE PURCHASE OPTION
Subject to the terms hereof and the provisions of the Plan, the Company
hereby grants to the Optionee an irrevocable option (the "Option") to purchase
up to - Shares (hereinafter collectively called the "Optioned Shares") at the
purchase price of U.S. $- per Share.
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THIS OPTION IS INTENDED TO HAVE THE TAX STATUS OF AN INCENTIVE STOCK
OPTION. This Option is intended to be an Incentive Stock Option within the
meaning of Section 422(b) of the United States Internal Revenue Code of 1986, as
amended (the "Code"), but the Company does not represent or warrant that this
Option qualifies as such. The Optionee should consult with the Optionee's own
tax advisor regarding the tax effect of this Option and the requirements
necessary to obtain favourable income tax treatment under Section 422 of the
Code, including, but not limited to, holding period requirements. (NOTE TO
OPTIONEE: If the Option is exercised more than three (3) months after the date
on which you cease to be a U.S. Employee (other than by reason of your death or
permanent and total disability as defined Section 22(e)(3) of the Code), the
Option will be treated as a Non-Qualified Stock Option and not as an Incentive
Stock Option to the extent required by Section 422 of the Code.)
INCENTIVE STOCK OPTION FAIR MARKET VALUE LIMITATION. To the extent that
this Option (together with all Incentive Stock Options granted to the Optionee
under all stock option plans of the Company or any Subsidiary or Parent,
including the Plan) becomes exercisable for the first time during any calendar
year for Shares having a Fair Market Value (as defined below) greater than One
Hundred Thousand United States Dollars (U.S. $100,000), the portion of such
Option which exceeds such amount will be treated as a Non-Qualified Stock
Option. For purposes of this Section 2, options designated as Incentive Stock
Options are taken into account in the order in which they were granted, and the
Fair Market Value of Shares is determined as of the date the option with respect
to such Shares is granted. If the Code is amended to provide for a different
limitation from that set forth in this Section 2, such different limitation
shall be deemed incorporated herein effective as of the date required or
permitted by such amendment to the Code. If this Option is treated as an
Incentive Stock Option in part and as a Non-Qualified Stock Option in part by
reason of the limitation set forth in this Section 2, the Optionee may designate
which portion of such Option the Optionee is exercising. In the absence of such
designation, the Optionee shall be deemed to have exercised the Incentive Stock
Option portion of the Option first. Separate certificates representing each such
portion shall be issued upon the exercise of the Option. No Incentive Stock
Option shall be granted to an Optionee if, at the time the Option is granted,
such Optionee owns shares possessing more than ten percent (10%) of the total
combined voting power of all classes of shares of the Company or of its Parent
or a Subsidiary, unless (i) at the time such Option is granted the Option
exercise price is at least one hundred ten percent (110%) of the Fair Market
Value of the Shares subject to the Option and (ii) such Option by its terms is
not exercisable after the expiration of five years from the date of grant. (NOTE
TO OPTIONEE: If the aggregate exercise price of the Option (that is, the
exercise price multiplied by the number of Optioned Shares) plus the aggregate
exercise price of any other Incentive Stock Options you hold (whether granted
pursuant to the Plan or any other stock option plan of the Company or any
Subsidiary) is greater than U.S. $100,000, you should contact the Director,
Human Resources of the Company to ascertain whether the entire Option qualifies
as an Incentive Stock Option.)
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FAIR MARKET VALUE. In this Agreement, "Fair Market Value" shall mean as of
any specified date, the closing price of the Shares of the Company on the TSE or
The NASDAQ Stock Market, Inc. (or if the Shares of the Company are not listed on
such exchanges, such other national securities exchange on which the Shares are
then listed) on that date, or if no prices are reported on that date, on the
last preceding date on which such prices of the Shares are still reported. If
the Shares of the Company are not then listed on any national securities
exchange but are traded over the counter at the time the determination of its
Fair Market Value is required to be made hereunder, its Fair Market Value shall
be deemed to be equal to the average between the reported high and low sales
prices of the Shares of the Company on the most recent date on which the Shares
were publicly traded. If the Shares of the Company are not publicly traded at
the time a determination of its value is required to be made hereunder, the
determination of its Fair Market Value shall be made by the Board or Committee
in such manner as it deems appropriate (such determination will be made in
good-faith as required by section 422(c)(1) of the Code and may be based on the
advice of an independent investment banker or appraiser recognized to be an
expert in making such evaluations).
3. OPTION TERM
Subject to the vesting rules contained in Section 4 hereof, the Option
hereby granted may be exercised with respect to all or any part of the Optioned
Shares at any time or from time to time prior to the earlier of:
(i) the close of business on - (the "Expiry Date"); or
(ii) such earlier termination time as may be prescribed by the
provisions of Sections 5, 6, 7, 8 and 9 hereof or pursuant to the
Plan.
At the time of termination, as prescribed by the immediately preceding
sentence, the Option hereby granted shall forthwith expire and terminate and be
of no force or effect whatsoever as to such of the Optioned Shares in respect of
which the Option hereby granted has not then been exercised.
4. VESTING
Subject to the provisions of Section 9 hereof and the Plan, the Option
hereby granted shall not be exercisable (and no Optioned Shares shall be
purchasable pursuant hereto) prior to - (the "Commencement Date").
During the balance of the term of the Option (as prescribed by Section 3
hereof), the Optionee may purchase up to but not exceeding:
(i) - Shares at any time after the Commencement Date;
(ii) an additional - Shares at any time after the first anniversary of
the Commencement Date; and
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(iii) an additional - Shares at any time after the second anniversary of
the Commencement Date.
PROVISIONS TO BE ADAPTED FOR VARIOUS VESTING PERIODS.
If the Optionee shall, during any such year, not exercise his or her right
to purchase all of the Optioned Shares purchasable during such year, then the
Optionee shall have the right, at any time or from time to time thereafter but
prior to the expiry of the Option (as prescribed by Section 3 hereof), to
purchase the Optioned Shares which were purchasable but not purchased by him or
her during the particular year.
For greater certainty, subject to the provisions of Section 9 hereof and
the Plan, the aggregate number of Optioned Shares which may be purchased by the
Optionee at any time or from time to time during the term of the Option (as
prescribed by Section 3 hereof) shall be as stated below:
------------------------------------------------------------------
VESTING DATE CUMULATIVE AGGREGATE NUMBER
OF OPTIONED SHARES
PURCHASABLE ON OR AFTER THE
INDICATED DATE
------------------------------------------------------------------
- -
------------------------------------------------------------------
- -
------------------------------------------------------------------
- -
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Further, for greater certainty, the Optionee may purchase all or any part
of the Optioned Shares not theretofore purchased by him or her at any time or
from time to time on or after - and on or prior to the Expiry Date (subject to
earlier termination in accordance with the provisions of Sections 5, 6, 7, 8 and
9 hereof and the provisions of the Plan).
5. TERMINATION OF OPTION RIGHTS IN CERTAIN CIRCUMSTANCES
Subject to the immediately following paragraph, if the Optionee shall: (i)
retire, resign, be terminated or otherwise be involuntarily removed from his
employment, office, directorship or consulting relationship with the Company or
any Affiliate, as the case may be; or (ii) if such employment, office,
directorship or consulting relationship shall otherwise terminate (including as
a result of death or Disability) at any time while the Optionee holds the Option
which has not been fully exercised, the Optionee may thereafter only exercise
the Option at any time on
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or prior to the earlier of: (i) the Expiry Date; or (ii) the close of business
on the day which is 30 days from the date of termination of the employment,
office, directorship or consulting relationship in question (one calendar year
in the event of termination due to death or Disability), however the Option may
be exercised only to the same extent to which the Optionee could have exercised
the Option immediately before the date on which such employment, office,
directorship or consulting relationship shall have terminated, in accordance
with the vesting rules prescribed by Section 4 hereof.
However, if the Optionee otherwise remains an Eligible Person (i.e. the
Optionee or related Eligible Individual otherwise remains eligible to
participate in the Plan as a result of other directorship, office, employment or
consulting relationship), and provided that the termination of employment or
other relationship was not for "cause", then the term of the Option shall be
unaffected. For purposes of this paragraph, a determination by the Company that
the Optionee was discharged or other relationship terminated for "cause" shall
be binding upon the Optionee.
6. EFFECT OF EMPLOYER CEASING TO BE ASSOCIATED WITH THE COMPANY
If the Optionee is an Eligible Person solely as a result of being (or the
related Eligible Individual being) a director, officer, employee or consultant
of an Affiliate of the Company and such Affiliate ceases to be an Affiliate
while the Optionee holds the Option which has not been fully exercised, then,
provided that the Optionee does not otherwise remain an Eligible Person, the
Optionee may thereafter only exercise the Option on or prior to the earlier of:
(i) the Expiry Date; or (ii) the close of business on the day which is 30 days
from the date (the "Severance Date") on which the Affiliate ceased to be an
Affiliate of the Company, however the Option may be exercised only to the same
extent to which the Optionee could have exercised the Option immediately before
the Severance Date, in accordance with the vesting rules prescribed by Section 4
hereof.
7. DISCRETION TO EXTEND EARLY TERMINATION IN CERTAIN CIRCUMSTANCES
Notwithstanding the provisions of Sections 5 and 6 hereof, subject to the
receipt of all required regulatory approvals, the Board or the Committee may
elect to extend the term of the Option from the date on which it would otherwise
have expired pursuant to the provisions of Section 5 or Section 6 hereof to a
date no later than the earlier of: (i) the Expiry Date; and (ii) the close of
business on the day which is one year from the date on which the directorship,
office, employment or consulting relationship of the Optionee (or the related
Eligible Individual) is terminated, for purposes of Section 5, or one year from
the Severance Date, for purposes of Section 6.
Such authority of the Board or the Committee shall not be considered an
entitlement of the Optionee and may be exercised or not exercised by the Board
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or the Committee in their sole and absolute discretion and may be subject to
such conditions or policies as they may implement from time to time.
8. BANKRUPTCY
In the event that the Optionee commits an act of bankruptcy or any
proceeding is commenced against the Optionee under the applicable bankruptcy or
insolvency legislation in force at the time of such bankruptcy and such
proceeding remains undismissed or unstayed for a period of 30 days, the Optionee
may exercise the Option on or prior to the earlier of: (i) the Expiry Date; and
(ii) the close of business on the day which is 30 days from the date on which
the such proceeding was commenced, however the Option may be exercised only to
the same extent to which the Optionee could have exercised the Option
immediately before such proceeding was commenced, in accordance with the vesting
rules prescribed by Section 4.
9. SALE OR REORGANIZATION
(a) In the event of the sale by the Company of all or substantially all
of its property and assets (other than to an Affiliate) prior to the
Expiry Date, the Option hereby granted may be exercised as to any or
all of the Optioned Shares in respect of which such Option has not
previously been exercised at any time up to and including, but not
after, the earlier of: (i) the Expiry Date; or (ii) the close of
business on the day which is 30 days following the date of the
completion of such sale.
(b) If, prior to the Expiry Date, an offeror is entitled to acquire all
of the remaining shares held by dissenting offerees, upon complying
with the provisions of Section 188 of the BUSINESS CORPORATIONS ACT,
R.S.O. 1990, c. B.16 (Ontario) as amended or substituted from time
to time (the "Legislation") then, notwithstanding the terms hereof,
the Option hereby granted may be exercised as to any or all of the
Optioned Shares in respect of which such Option has not previously
been exercised; provided, however, that the right to acquire Optioned
Shares may only be exercised by the Optionee as aforesaid for a
period expiring on the earlier of: (i) the Expiry Date; and (ii) the
close of business on the day which 30 days from the date of the
offeror's notice as contemplated under Subsection 188(2) of the
Legislation. In this Subsection 9(b), all terms which are defined or
have meanings attributed thereto shall take their meanings from the
provisions hereof or from the Legislation. For greater certainty, the
Company may accelerate the time for the exercise of the Option hereby
granted in other circumstances in accordance with the provisions of
the Plan.
(c) If: (i) the Company proposes to enter into a transaction contemplated
in Subsection 182(1) of the Legislation; (ii) the Company proposes to
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make an issuer bid directed to all or substantially all holders
of its shares or proposes to enter into a merger, amalgamation or
other corporate arrangement or reorganization or to liquidate,
dissolve or wind-up; (iii) an offer to purchase all or substantially
all of the outstanding shares of the Company is made by a third
party; or (iv) there occurs or is proposed a sale or transfer of
all, or substantially all, of the undertaking, property or assets of
the Company, the Board may, with appropriate notice and in a fair
and equitable manner, determine (unconditionally or conditionally)
the manner in which all unexercised Option rights granted hereunder
shall be treated including, for example, requiring the acceleration
of the time for the exercise of such rights by the Optionee and of
the time for the fulfilment of any conditions or restrictions on
such exercise, and/or declaring that the Option hereby granted shall
be automatically vested and exercisable in full. All determinations
of the Board under this Subsection 9(c) shall be conclusive and
final.
10. EXERCISE OF OPTION
Subject to the provisions hereof and the Plan, the Option hereby granted
shall be exercisable, at any time or from time to time as aforesaid, during the
lifetime of the Optionee, by the Optionee only, or in the case of the Optionee's
death, his or her legal personal representatives, heirs or legatees, to the
extent permitted in the Plan, delivering a notice in writing addressed to the
Director, Human Resources of the Company at its principal office in the City of
Toronto, Ontario (or to such other person or address as the Company may in
writing direct), which notice shall specify therein the number of Optioned
Shares in respect of which this Option is being exercised and which shall be
accompanied by payment in full of the purchase price for the number of Optioned
Shares specified therein. The type of consideration payable shall be as provided
in Section 11 below. Upon any such exercise of this Option as aforesaid (and
providing that all applicable procedures for a valid exercise under the Plan and
this Agreement are complied with) the Company shall forthwith cause the transfer
agent and registrar of the Company to deliver to the Optionee, his or her legal
personal representatives, heirs or legatees or (subject to the Plan and
applicable law and regulatory requirements) as he, she or they may otherwise
direct in the notice of exercise of option a share certificate or certificates
in the name of the Optionee or his or her legal personal representatives, heirs
or legatees, or as he or they may have otherwise directed, representing in the
aggregate such number of Optioned Shares as shall have been specified in such
notice and paid for.
An Optionee shall not have any rights as a shareholder of the Company with
respect to any of the Shares covered by such Option until the date of issuance
of the Shares on the records of the Company maintained by its registrar and
transfer agent upon the exercise of such Option, in full or in part, and then
only with respect to the Shares being issued. Without in any way limiting the
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generality of the foregoing, no adjustment shall be made for dividends or other
rights for which the record date is prior to the date such Shares are issued.
11. CONSIDERATION
The Optionee may satisfy the purchase price for the Optioned Shares in
respect of which an Option is exercised by:
(a) cash;
(b) certified cheque;
(c) bank draft;
(d) subject to the prior consent of the Board or the Committee,
surrender of Shares or delivery of a properly executed form of
attestation of ownership of Shares as the Board or Committee may
require (including withholding of Shares otherwise deliverable upon
exercise of the Option) which have a Fair Market Value on the date
of surrender or attestation equal to the aggregate Option Price of
the Shares as to which the Option is exercised (but only to the
extent that such exercise of the Option would not result in a
compensation charge for financial reporting purposes with respect
to the Shares used to pay the exercise price, unless otherwise
determined by the Board or Committee);
(e) subject to the prior consent of the Board or the Committee,
payment through a broker-dealer sale and remittance procedure
(including, if approved by the Board and subject to regulatory
approval, a loan facility to be provided by the Company) pursuant to
which the Optionee: (i) shall provide written instructions to the
Company designated brokerage firm to effect the immediate sale of
some or all of the purchased Shares and remit to the Company, out of
the sale proceeds available on the settlement date, sufficient funds
to cover the aggregate exercise price payable for the purchased
Shares; and (ii) shall provide written directions to the Company to
deliver the certificates for the purchased Shares directly to such
brokerage firm in order to complete the sale transaction; or
(f) any combination of the foregoing methods of payment.
Unless the Board or Committee determines otherwise, cash, certified cheques
and bank drafts provided by U.S. Employees may be denominated in U.S. dollars or
Canadian dollars. The Board or the Committee may prescribe one or more published
exchange rates for use in connection with exercises using a currency other than
the one specified in the grant agreement.
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12. NO OBLIGATION TO PURCHASE
Nothing herein contained or contemplated shall obligate the Optionee to
purchase and/or pay for any Optioned Shares, except those Optioned Shares in
respect of which the Optionee shall have exercised his option to purchase
hereunder in the manner hereinbefore provided.
13. TAXES
No Optioned Shares will be delivered to the Optionee or other person
pursuant to the exercise of the Option until the Optionee or other person has
made arrangements acceptable to the Board or Committee for the satisfaction of
applicable income tax, employment tax, and social security tax withholding
obligations, including, without obligation, obligations incident to the receipt
of Optioned Shares or the disqualifying disposition of Optioned Shares received
on exercise of an Incentive Stock Option. Upon the exercise of the Option, the
Company or the Optionee's employer may offset or withhold from any amount owed
by the Company or the Optionee's employer to the Optionee or collect from the
Optionee or other person an amount sufficient to satisfy such tax obligations or
the employer's withholding obligations.
14. Subdivision, Consolidation or Amalgamation
(a) In the event of any subdivision, redivision, or other alteration of
the share capital of the Company at any time at which the Option
granted hereby shall be exercisable in accordance with the foregoing
(including, however, the period prior to the Commencement Date),
which change results in a greater number of Shares, the Company shall
deliver, at the time of any subsequent exercise of the Option hereby
granted, such additional number of Shares as would have resulted
from such subdivision, redivision, or change if the particular
exercise of the Option hereby granted had been made prior to the date
of such subdivision, redivision, or change.
(b) In the event of any consolidation or other alteration of the share
capital of the Company at any time at which the Option granted hereby
shall be exercisable in accordance with the foregoing (including,
however, the period prior to the Commencement Date), which change
results in a lesser number of Shares, the number of Shares
deliverable by the Company on any subsequent exercise of the Option
hereby granted shall be reduced to such number of Shares as would
have resulted from such consolidation or change if the particular
exercise of the Option hereby granted had been made prior to the date
of such consolidation or change.
(c) In the event of any consolidation, merger or amalgamation of the
Company with or into another corporation, the Optionee shall, after
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such consolidation, merger or amalgamation, be entitled to receive
upon any exercise of the Option hereby granted after the
consolidation, merger or amalgamation, in lieu of Shares of the
Company, the number and class of shares or other securities of the
corporation continuing from such amalgamation to which he would have
been entitled pursuant to the agreement of amalgamation (or other
applicable documentation, however designated) if, at the effective
date of the consolidation, merger or amalgamation, the Optionee had
been the holder of record of a number of Shares of the Company equal
to the number of Shares in respect of which such Option was then
being exercised.
(d) In the event that the foregoing provisions of this Section 14 become
applicable, the purchase price per Optioned Share shall be
proportionately adjusted.
15. NO ADDITIONAL RIGHTS IMPLIED
The Optionee shall have no rights whatsoever as a shareholder of the
Company in respect of any Optioned Shares (including, but without limitation,
any voting rights or any right to receive dividends or other distributions
therefrom or thereon), other than in respect of Optioned Shares for which the
Optionee shall have exercised the Option and which the Optionee shall have
actually taken up and paid for.
Nothing in the Plan or in this Agreement shall confer upon the Optionee any
right to continue or be re-elected as a director, officer or consultant or
confer any right to continue in the employ, of the Company or any Affiliate, or
affect in any way the right of the Company or any Affiliate to terminate his
employment or to terminate any contract any time; nor shall anything in the Plan
or in this Agreement be deemed or construed to constitute an agreement, or an
expression of intent, on the part of the Company or any Affiliate to extend the
employment, or office, directorship or consulting relationship of any Optionee
beyond the time which he would normally be retired pursuant to the provisions of
any present or future retirement plan or policy of any such entity or beyond the
time at which he would otherwise be retired pursuant to the provisions of any
contract of employment with any such entity.
Except as shall be specifically provided in the contract of employment or
contract for provision of services, the granting of Options is at the full
discretion of the Company and shall, therefore, not qualify as part of the terms
of employment of the Optionee. In consideration for the grant of the Option, the
Optionee acknowledges and agrees that the value or potential value of the Option
hereby granted which is forfeited as a result of the Optionee (including,
without limitation, the related Eligible Individual) ceasing to be an Eligible
Person, shall not constitute damages in respect of loss of office or employment
and no claim may be made by or
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on behalf of the Optionee against the Company or any of its Affiliates in
respect thereof.
16. TIME OF THE ESSENCE
Time shall be of the essence of this Agreement and of every part hereof.
17. NOTICES
Any notice, request, payment or other communication required or permitted
to be given hereunder by either the Company or the Optionee to the other of
them, shall be in writing and shall be given, made, or communicated by
delivering the same personally or by commercial courier, or by sending same by
registered or certified mail, first-class postage fees prepaid, return receipt
requested, addressed as follows:
(a) to the Company at:
0000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx X0X 0X0
Xxxxxx
Attention: Director, Human Resources
(b) to the Optionee at:
U.S.A.
or at such other address as either party hereto may designate from time to time
by giving notice to the other to that effect as herein provided. Any notice,
request, payment, or other communication shall be deemed to have been given,
made or communicated, as the case may be, at the time that the same is
personally delivered or delivered by commercial courier, or, if delivered by
certified or registered mail as aforesaid, on the third business day (excluding
Saturdays, Sundays, statutory holidays, and periods during which strikes or
other occurrences interfere with normal mail service) next following the date
when the same is so mailed.
18. REGULATORY REQUIREMENTS
The Option, and the rights of the Optionee herein, shall be subject to the
requirement that, if at any time counsel to the Company shall determine that the
listing, registration, or qualification of the Optioned Shares upon any
securities exchange or under any law or regulation of any jurisdiction, or the
consent or approval of any securities exchange or any governmental or regulatory
body, is necessary as a condition of or in connection with the grant or exercise
of the Option or the issuance or purchase of the Optioned Shares, the Option may
not be
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exercised in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained on conditions
acceptable to the Company. Nothing herein shall be deemed to require the
Company to apply for or to obtain such listing, registration, qualification,
consent or approval.
19. OPTIONEE REPRESENTATIONS AND ACKNOWLEDGEMENTS
The Optionee represents and agrees that if the Optionee exercises this
Option in whole or in part at a time when there is not in effect under the
Securities Act of 1933 a registration statement relating to the shares issuable
upon exercise hereof and there is not available for delivery a prospectus
meeting the requirements of Section 10(a)(3) of the said Act, (i) the Optionee
will acquire the shares upon such exercise for the purpose of investment and not
with a view to the distribution thereof, (ii) that upon each such exercise of
this Option, the Optionee will furnish to the Company an investment letter in
form and substance satisfactory to the Company, (iii) prior to selling or
offering for sale any such shares, the Optionee will furnish the Company with an
opinion of counsel satisfactory to the Company to the effect that such sale may
lawfully be made and will furnish it with such certificates as to factual
matters as it may reasonably request, and (iv) that certificates representing
such shares may be marked with an appropriate legend describing such conditions
precedent to sale or transfer. Any executor, trustee, administrator or legal
personal representative entitled to exercise such Option shall furnish to the
Company letters, opinions, and certificates to the same effect as would
otherwise be required of the Optionee.
The Optionee shall dispose of the Optioned Shares only in accordance with
the provisions of this Agreement. In addition, the Optionee shall (i) promptly
notify the Director, Human Resources of the Company if the Optionee disposes of
any of the Optioned Shares within one (1) year after the date the Optionee
exercises all or part of the Option or within two (2) years after the date of
Option grant and (ii) provide the Company with a description of the
circumstances of such disposition. Until such time as the Optionee disposes of
such Optioned Shares in a manner consistent with the provisions of this
Agreement, unless otherwise expressly authorized by the Company, the Optionee
shall hold all Optioned Shares in the Optionee's name (and not in the name of
any nominee) for the one-year period immediately after the exercise of the
Option and the two-year period immediately after the date of Option grant. At
any time during the one-year or two-year periods set forth above, the Company
may, subject to the consent of any applicable stock exchange, place a legend on
any certificate representing Optioned Shares requesting the transfer agent for
the Company's Shares to notify the Company of any such transfers. The obligation
of the Optionee to notify the Company of any such transfer shall continue
notwithstanding that a legend has been placed on the certificate pursuant to the
preceding sentence.
20. ENTIRE AGREEMENT
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Subject to the provisions of any written employment contracts to which the
Company is a party, this Agreement contains the entire understanding of the
parties hereto with respect to the matters herein contained. There are no
representations, warranties, promises, covenants, or undertakings, other than
those expressly stated herein.
21. MODIFICATIONS/WAIVERS
No waiver or modification of any of the terms of this Agreement shall be
valid unless the same is reduced to writing and signed by the parties hereto.
The waiver by either of the parties of a breach or default by the other of them
shall not be deemed to constitute a waiver of any preceding or subsequent breach
or default of the same or any other provision of this Agreement.
22. HEADINGS
The headings contained in this Agreement are for convenience of reference
only and do not form any part hereof and in no manner modify, interpret, or
construe the Agreement between the parties hereto.
23. BINDING UPON SUCCESSORS/NON-TRANSFERABILITY AND NON-ASSIGNABILITY BY
OPTIONEE
This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Optionee and, in the case of the
Optionee's death, his legal personal representatives. Subject to the terms
hereof and the terms of the Plan, this Option shall be non-transferable and
non-assignable by the Optionee other than by will or by the laws of descent or
distribution, and may be exercisable during the lifetime of the Optionee only by
the Optionee; provided, however, that the Optionee may designate a beneficiary
of the Optionee's Option in the event of the Optionee's death on a beneficiary
designation form provided by the Board or Committee. After the death of the
Optionee, this Option may be exercised prior to its termination by the
Optionee's legal representatives, heir or legatee, to the extent permitted in
the Plan or this Agreement. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of this Option, or of any right or privilege
conferred hereby, contrary to the provisions hereof, or upon any attempted sale
under any execution, attachment or similar process of the rights and privileges
conferred hereby, this Option and the rights and privileges conferred hereby
shall, at the Company's election, immediately become null and void. Until
written notice of any permitted passage of rights under this Option shall have
been given to, and received by, the Director, Human Resources of the Company,
the Company may, for all purposes, regard the Optionee as the holder of this
Option.
24. CONSTRUCTION
- 14 -
This Agreement shall be governed, construed, and enforced exclusively in
accordance with the laws of the Province of Ontario and the parties hereto
hereby irrevocably attorn to the jurisdiction of the Courts of the said
Province.
IN WITNESS WHEREOF the parties hereto have executed this Agreement, as of
the - day of -, 2001.
SIGNED, SEALED AND DELIVERED ) 724 SOLUTIONS INC.
)
)
) Per: ____________________________ c/s
) Title:
)
)
_______________________________ ) ___________________________________ l/s
Witness Name
Canadian Resident - Individual
THIS 724 SOLUTIONS STOCK OPTION AGREEMENT made as of the - day of -, .
B E T W E E N:
724 SOLUTIONS INC., a company amalgamated under
the laws of the Province of Ontario,
(hereinafter called the "Company")
OF THE FIRST PART
- and -
[-]
(hereinafter called the "Optionee")
OF THE SECOND PART
WHEREAS the Optionee is an Eligible Individual pursuant to the Plan (as
defined below);
AND WHEREAS the Company has determined that it is in the best interests of
the Company to grant to the Optionee an option to purchase common shares of the
Company as a performance incentive upon the terms and conditions contained
herein;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants contained herein, the parties hereto agree as follows:
1. DEFINED TERMS
All capitalized terms used herein and not otherwise defined have the same
meaning as in the 724 Solutions Inc. 2000 Stock Option Plan as amended from time
to time (the "Plan"). All references herein to the Plan shall be deemed to
include a reference to the terms of the Plan as amended from time to time. In
addition, where the context requires, references to "Optionee" include
references to the particular Eligible Individual related to the Eligible
Investment Vehicle which holds the Option (as defined below).
- 2 -
2. COMMON SHARE PURCHASE OPTION
Subject to the terms hereof and the provisions of the Plan, the Company
hereby grants to the Optionee an irrevocable option (the "Option") to purchase
up to - Shares (hereinafter collectively called the "Optioned Shares") at the
purchase price of Cdn. $- per Share.
3. OPTION TERM
Subject to the vesting rules contained in Section 4 hereof, the Option
hereby granted may be exercised with respect to all or any part of the Optioned
Shares at any time or from time to time prior to the earlier of:
(i) the close of business on - (the "Expiry Date"); or
(ii) such earlier termination time as may be prescribed by the provisions
of Sections 5, 6, 7, 8 and 9 hereof or pursuant to the Plan.
At the time of termination, as prescribed by the immediately preceding
sentence, the Option hereby granted shall forthwith expire and terminate and be
of no force or effect whatsoever as to such of the Optioned Shares in respect of
which the Option hereby granted has not then been exercised.
4. VESTING
Subject to the provisions of Section 9 hereof and the Plan, the Option
hereby granted shall not be exercisable (and no Optioned Shares shall be
purchasable pursuant hereto) prior to - (the "Commencement Date").
During the balance of the term of the Option (as prescribed by Section 3
hereof), the Optionee may purchase up to but not exceeding:
(a) - Shares at any time after the Commencement Date;
(b) an additional - Shares at any time after the first anniversary of the
Commencement Date; and
(c) an additional - Shares at any time after the second anniversary of
the Commencement Date.
If the Optionee shall, during any such year, not exercise his or her right
to purchase all of the Optioned Shares purchasable during such year, then the
Optionee shall have the right, at any time or from time to time thereafter but
prior to the expiry of the Option (as prescribed by Section 3 hereof), to
purchase the Optioned Shares which were purchasable but not purchased by him or
her during the particular year.
- 3 -
For greater certainty, subject to the provisions of Section 9 hereof and
the Plan, the aggregate number of Optioned Shares which may be purchased by the
Optionee at any time or from time to time during the term of the Option (as
prescribed by Section 3 hereof) shall be as stated below:
------------------------------------------------------------------
VESTING DATE CUMULATIVE AGGREGATE NUMBER
OF OPTIONED SHARES
PURCHASABLE ON OR AFTER THE
INDICATED DATE
------------------------------------------------------------------
- -
------------------------------------------------------------------
- -
------------------------------------------------------------------
- -
------------------------------------------------------------------
Further, for greater certainty, the Optionee may purchase all or any part
of the Optioned Shares not theretofore purchased by him or her at any time or
from time to time on or after - [date of 100% vesting] and on or prior to the
Expiry Date (subject to earlier termination in accordance with the provisions of
Sections 5, 6, 7, 8 and 9 hereof and the provisions of the Plan).
5. TERMINATION OF OPTION RIGHTS IN CERTAIN CIRCUMSTANCES
Subject to the immediately following paragraph, if the Optionee shall: (i)
retire, resign, be terminated or otherwise involuntarily removed from his
employment, office, directorship or consulting relationship with the Company or
any Affiliate, as the case may be; or (ii) if such employment, office,
directorship or consulting relationship shall otherwise terminate (including as
a result of death or Disability) at any time while the Optionee holds the Option
which has not been fully exercised, the Optionee may thereafter only exercise
the Option at any time on or prior to the earlier of: (i) the Expiry Date; or
(ii) the close of business on the day which is 30 days from the date of
termination of the employment, office, directorship or consulting relationship
in question (one calendar year in the event of termination due to death or
Disability), however the Option may be exercised only to the same extent to
which the Optionee could have exercised the Option immediately before the date
on which such employment, office, directorship or consulting relationship shall
have terminated, in accordance with the vesting rules prescribed by Section 4
hereof.
- 4 -
However, if the Optionee otherwise remains an Eligible Person (i.e. the
Optionee or related Eligible Individual otherwise remains eligible to
participate in the Plan as a result of other directorship, office, employment or
consulting relationship), and provided that the termination of employment or
other relationship was not for "cause" (as construed under the laws of the
Province of Ontario, including pursuant to any relevant employment or service
contract), then the term of the Option shall be unaffected. For purposes of this
paragraph, a determination by the Company that the Optionee was discharged or
other relationship terminated for "cause" shall be binding upon the Optionee.
6. EFFECT OF EMPLOYER CEASING TO BE ASSOCIATED WITH THE COMPANY
If the Optionee is an Eligible Person solely as a result of being (or the
related Eligible Individual being) a director, officer, employee or consultant
of an Affiliate of the Company and such Affiliate ceases to be an Affiliate
while the Optionee holds the Option which has not been fully exercised, then,
provided that the Optionee does not otherwise remain an Eligible Person, the
Optionee may thereafter only exercise the Option on or prior to the earlier of:
(i) the Expiry Date; or (ii) the close of business on the day which is 30 days
from the date (the "Severance Date") on which the Affiliate ceased to be an
Affiliate of the Company, however the Option may be exercised only to the same
extent to which the Optionee could have exercised the Option immediately before
the Severance Date, in accordance with the vesting rules prescribed by Section 4
hereof.
7. DISCRETION TO EXTEND EARLY TERMINATION IN CERTAIN CIRCUMSTANCES
Notwithstanding the provisions of Sections 5 and 6 hereof, subject to the
receipt of all required regulatory approvals, the Board or the Committee may
elect to extend the term of the Option from the date on which it would otherwise
have expired pursuant to the provisions of Section 5 or Section 6 hereof to a
date no later than the earlier of: (i) the Expiry Date; and (ii) the close of
business on the day which is one year from the date on which the directorship,
office, employment or consulting relationship of the Optionee (or the related
Eligible Individual) is terminated, for purposes of Section 5, or one year from
the Severance Date, for purposes of Section 6.
Such authority of the Board or the Committee shall not be considered an
entitlement of the Optionee and may be exercised or not exercised by the Board
or the Committee in their sole and absolute discretion and may be subject to
such conditions or policies as they may implement from time to time.
8. BANKRUPTCY
In the event that the Optionee commits an act of bankruptcy or any
proceeding is commenced against the Optionee under the BANKRUPTCY AND INSOLVENCY
ACT (Canada) or other applicable bankruptcy or insolvency legislation in force
at the time of such bankruptcy and such proceeding remains undismissed or
unstayed for a period of 30 days, the Optionee may thereafter
- 5 -
only exercise the Option at any time on or prior to the earlier of: (i) the
Expiry Date; or (ii) the close of business which is one calendar year from the
date such proceeding was commenced, however the Option may be exercised only to
the same extent to which the Optionee could have exercised the Option
immediately before the date on which such proceeding was commenced, in
accordance with the vesting rules prescribed by Section 4 hereof.
9. SALE OR REORGANIZATION
(a) In the event of the sale by the Company of all or substantially all
of its property and assets (other than to an Affiliate) prior to the
Expiry Date, the Option hereby granted may be exercised as to any or
all of the Optioned Shares in respect of which such Option has not
previously been exercised at any time up to and including, but not
after, the earlier of: (i) the Expiry Date; or (ii) the close of
business on the day which is 30 days following the date of the
completion of such sale.
(b) If, prior to the Expiry Date, an offeror is entitled to acquire all
of the remaining shares held by dissenting offerees, upon complying
with the provisions of Section 188 of the BUSINESS CORPORATIONS ACT,
R.S.O. 1990, c. B.16 (Ontario) as amended or substituted from time to
time (the "Legislation") then, notwithstanding the terms hereof, the
Option hereby granted may be exercised as to any or all of the
Optioned Shares in respect of which such Option has not previously
been exercised; provided, however, that the right to acquire Optioned
Shares may only be exercised by the Optionee as aforesaid for a
period expiring on the earlier of: (i) the Expiry Date; and (ii) the
close of business on the day which 30 days from the date of the
offeror's notice as contemplated under Subsection 188(2) of the
Legislation. In this Subsection 9(b), all terms which are defined or
have meanings attributed thereto shall take their meanings from the
provisions hereof or from the Legislation. For greater certainty, the
Company may accelerate the time for the exercise of the Option hereby
granted in other circumstances in accordance with the provisions of
the Plan.
(c) If: (i) the Company proposes to enter into a transaction contemplated
in Subsection 182(1) of the Legislation; (ii) the Company proposes to
make an issuer bid directed to all or substantially all holders of
its shares or proposes to enter into a merger, amalgamation or other
corporate arrangement or reorganization or to liquidate, dissolve or
wind-up; (iii) an offer to purchase all or substantially all of the
outstanding shares of the Company is made by a third party; or (iv)
there occurs or is proposed a sale or transfer of all, or
substantially all, of the undertaking, property or assets of the
Company, the Board may, with appropriate notice and in a fair and
equitable manner, determine (unconditionally or conditionally) the
manner in which all unexercised Option rights granted hereunder shall
be treated including, for example, requiring the acceleration of the
time for the exercise of such rights by the Optionee and of the time
for the fulfilment of any
- 6 -
conditions or restrictions on such exercise, and/or declaring that
the Option hereby granted shall be automatically vested and
exercisable in full. All determinations of the Board under this
Subsection 9(c) shall be conclusive and final.
10. EXERCISE OF OPTION
Subject to the provisions hereof and the Plan, the Option hereby granted
shall be exercisable, at any time or from time to time as aforesaid, by the
Optionee, or in the case of the Optionee's death, his or her legal personal
representatives, heirs or legatees delivering a notice in writing addressed to
the Director, Human Resources of the Company at its principal office in the City
of Toronto, Ontario (or to such other person or address as the Company may in
writing direct), which notice shall specify therein the number of Optioned
Shares in respect of which this Option is being exercised and, subject to
Section 11 hereof, which shall be accompanied by payment in full of the purchase
price for the number of Optioned Shares specified therein. Upon any such
exercise of this Option as aforesaid (and provided that all applicable terms and
provisions of the Plan and this Agreement have been satisfied), the Company
shall cause the transfer agent and registrar of the Company to deliver to the
Optionee, his or her legal personal representatives, heirs or legatees or
(subject to the Plan and applicable law and regulatory requirements) as he, she
or they may otherwise direct in the notice of exercise of option, a share
certificate or certificates in the name of the Optionee or his or her legal
personal representatives, heirs or legatees, or as he or they may have otherwise
directed, representing in the aggregate such number of Optioned Shares as shall
have been specified in such notice and paid for.
An Optionee shall not have any rights as a shareholder of the Company with
respect to any of the Shares covered by such Option until the date of issuance
of the Shares on the records of the Company maintained by its Registrar and
Transfer Agent upon the exercise of such Option, in full or in part, and then
only with respect to the Shares being issued. Without in any way limiting the
generality of the foregoing, no adjustment shall be made for dividends or other
rights for which the record date is prior to the date such Shares are issued.
11. CONSIDERATION
The Optionee may satisfy the purchase price for the Optioned Shares in
respect of which an Option is exercised by:
(a) cash;
(b) certified cheque;
(c) bank draft;
(d) subject to the prior consent of the Board or the Committee, surrender
of Shares or delivery of a properly executed form of attestation of
ownership of Shares as the Board or Committee may require (including
withholding of Shares otherwise
- 7 -
deliverable upon exercise of the Option) which have a Market Price
on the date of surrender or attestation equal to the aggregate Option
Price of the Shares as to which the Option is exercised (but only to
the extent that such exercise of the Option would not result in a
compensation charge for financial reporting purposes with respect to
the Shares used to pay the exercise price, unless otherwise
determined by the Board or Committee);
(e) subject to the prior consent of the Board or the Committee, payment
through a broker-dealer sale and remittance procedure (including, if
approved by the Board and subject to regulatory approval, a loan
facility to be provided by the Company) pursuant to which the
Optionee: (i) shall provide written instructions to the Company
designated brokerage firm to effect the immediate sale of some or all
of the purchased Shares and remit to the Company, out of the sale
proceeds available on the settlement date, sufficient funds to cover
the aggregate exercise price payable for the purchased Shares; and
(ii) shall provide written directions to the Company to deliver the
certificates for the purchased Shares directly to such brokerage firm
in order to complete the sale transaction; or
(f) any combination of the foregoing methods of payment.
Unless the Board or Committee determines otherwise, cash, certified cheques
and bank drafts provided by Optionees who are resident Canadians as
consideration for Shares shall be denominated in Canadian dollars; cash,
certified cheques and bank drafts provided by all other Optionees may be
denominated in U.S. dollars or Canadian dollars. The Board or the Committee may
prescribe one or more published exchange rates for use in connection with
exercises using a currency other than the one specified in the grant agreement.
12. NO OBLIGATION TO PURCHASE
Nothing herein contained or contemplated shall obligate the Optionee to
purchase and/or pay for any Optioned Shares, except those Optioned Shares in
respect of which the Optionee shall have exercised his option to purchase
hereunder in the manner hereinbefore provided.
13. SUBDIVISION, CONSOLIDATION OR AMALGAMATION
(a) In the event of any subdivision, redivision, or other alteration of
the share capital of the Company at any time at which the Option
granted hereby shall be exercisable in accordance with the foregoing
(including, however, the period prior to the Commencement Date),
which change results in a greater number of Shares, the Company shall
deliver, at the time of any subsequent exercise of the Option hereby
granted, such additional number of Shares as would have resulted from
such subdivision, redivision, or change if the particular exercise
of the Option
- 8 -
hereby granted had been made prior to the date of such subdivision,
redivision, or change.
(b) In the event of any consolidation or other alteration of the share
capital of the Company at any time at which the Option granted hereby
shall be exercisable in accordance with the foregoing (including,
however, the period prior to the Commencement Date), which change
results in a lesser number of Shares, the number of Shares
deliverable by the Company on any subsequent exercise of the Option
hereby granted shall be reduced to such number of Shares as would
have resulted from such consolidation or change if the particular
exercise of the Option hereby granted had been made prior to the date
of such consolidation or change.
(c) In the event of any consolidation, merger or amalgamation of the
Company with or into another corporation, the Optionee shall, after
such consolidation, merger or amalgamation, be entitled to receive
upon any exercise of the Option hereby granted after the
consolidation, merger or amalgamation, in lieu of Shares of the
Company, the number and class of shares or other securities of the
corporation continuing from such amalgamation to which he would have
been entitled pursuant to the agreement of amalgamation (or other
applicable documentation, however designated) if, at the effective
date of the consolidation, merger or amalgamation, the Optionee had
been the holder of record of a number of Shares of the Company equal
to the number of Shares in respect of which such Option was then
being exercised.
(d) In the event that the foregoing provisions of this Section 13 become
applicable, the purchase price per Optioned Share shall be
proportionately adjusted.
14. NO ADDITIONAL RIGHTS IMPLIED
The Optionee shall have no rights whatsoever as a shareholder of the
Company in respect of any Optioned Shares (including, but without limitation,
any voting rights or any right to receive dividends or other distributions
therefrom or thereon), other than in respect of Optioned Shares for which the
Optionee shall have exercised the Option and which the Optionee shall have
actually taken up and paid for.
Nothing in the Plan or in this Agreement shall confer upon the Optionee any
right to continue or be re-elected as a director, officer or consultant or
confer any right to continue in the employ, of the Company or any Affiliate, or
affect in any way the right of the Company or any Affiliate to terminate his
employment or to terminate any contract at any time; nor shall anything in the
Plan or in this Agreement be deemed or construed to constitute an agreement, or
an expression of intent, on the part of the Company or any Affiliate to extend
the employment, or office, directorship or consulting relationship of any
Optionee beyond the time which he would normally be retired pursuant to the
provisions of any present or future retirement plan or policy of
- 9 -
any such entity or beyond the time at which he would otherwise be retired
pursuant to the provisions of any contract of employment with any such entity.
Except as shall be specifically provided in the contract of employment or
contract for provision of services, the granting of Options is at the full
discretion of the Company and shall, therefore, not qualify as part of the terms
of employment of the Optionee. In consideration for the grant of the Option, the
Optionee acknowledges and agrees that the value or potential value of the Option
hereby granted which is forfeited as a result of the Optionee (including,
without limitation, the related Eligible Individual) ceasing to be an Eligible
Person, shall not constitute damages in respect of loss of office or employment
and no claim may be made by or on behalf of the Optionee against the Company or
any of its Affiliates in respect thereof.
15. TIME OF THE ESSENCE
Time shall be of the essence of this Agreement and of every part hereof.
16. NOTICES
Any notice, request, payment or other communication required or permitted
to be given hereunder by either the Company or the Optionee to the other of
them, shall be in writing and shall be given, made, or communicated by
delivering the same personally or by commercial courier, or by sending same by
registered or certified mail, first-class postage fees prepaid, return receipt
requested, addressed as follows:
(a) to the Company at:
0000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx X0X 0X0
Xxxxxx
Attention: Director, Human Resources
(b) to the Optionee at: [-]
or at such other address as either party hereto may designate from time to time
by giving notice to the other to that effect as herein provided. Any notice,
request, payment, or other communication shall be deemed to have been given,
made or communicated, as the case may be, at the time that the same is
personally delivered or delivered by commercial courier, or, if delivered by
certified or registered mail as aforesaid, on the third business day (excluding
Saturdays, Sundays, statutory holidays, and periods during which strikes or
other occurrences interfere with normal mail service) next following the date
when the same is so mailed.
17. REGULATORY REQUIREMENTS
The Option, and the rights of the Optionee herein, shall be subject to the
requirement that, if at any time counsel to the Company shall determine that the
listing,
- 10 -
registration, or qualification of the Optioned Shares upon any securities
exchange or under any law or regulation of any jurisdiction, or the consent or
approval of any securities exchange or any governmental or regulatory body, is
necessary as a condition of or in connection with the grant or exercise of the
Option or the issuance or purchase of the Optioned Shares, the Option may not be
exercised in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained on conditions
acceptable to the Company. Nothing herein shall be deemed to require the Company
to apply for or to obtain such listing, registration, qualification, consent or
approval.
18. ENTIRE AGREEMENT/STOCK OPTION PLAN
Subject to the provisions of any written employment contracts to which the
Company is a party, this Agreement, subject to the Plan, contains the entire
understanding of the parties hereto with respect to the matters herein
contained. There are no representations, warranties, promises, covenants, or
undertakings, other than those expressly stated herein. The undersigned
acknowledges and agrees that he or she has received a copy of the Plan.
19. MODIFICATIONS/WAIVERS
No waiver or modification of any of the terms of this Agreement shall be
valid unless the same is reduced to writing and signed by the parties hereto.
The waiver by either of the parties of a breach or default by the other of them
shall not be deemed to constitute a waiver of any preceding or subsequent breach
or default of the same or any other provision of this Agreement.
20. HEADINGS
The headings contained in this Agreement are for convenience of reference
only and do not form any part hereof and in no manner modify, interpret, or
construe the Agreement between the parties hereto.
21. BINDING UPON SUCCESSORS/NON-ASSIGNABILITY BY OPTIONEE
This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Optionee and, in the case of the
Optionee's death, his legal personal representatives. Subject to the terms
hereof and the terms of the Plan, this Option shall be non-transferable and
non-assignable by the Optionee other than by will or the laws of descent and
distribution, and shall be exercisable during the lifetime of the Optionee only
by the Optionee or by the Optionee's guardian or legal representative. After the
death of the Optionee, this Option may be exercised prior to its termination by
the Optionee's legal representatives, heir or legatee, to the extent permitted
in the Plan or this Agreement. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of this Option, or of any right or privilege
conferred hereby, contrary to the provisions hereof, or upon any attempted sale
under any execution, attachment or similar process of the rights and privileges
conferred hereby, this Option
- 11 -
and the rights and privileges conferred hereby shall, at the Company's election,
immediately become null and void. Until written notice or any permitted passage
of rights under this Option shall have been given to, and received by, the
Secretary of the Company, the Company may, for all purposes, regard the Optionee
as the holder of this Option.
22. CONSTRUCTION/LANGUAGE
This Agreement shall be governed, construed, and enforced exclusively in
accordance with the laws of the Province of Ontario and the parties hereto
hereby irrevocably attorn to the jurisdiction of the Courts of the said
Province.
The parties hereto have required that this Agreement and all documents and
notices related thereto and/or resulting therefrom be drawn up in English.
Les parties aux presentes ont exige que la presente convention ainsi que
tous les documents et avis qui s'y rattachent et/ou qui en decouleront soient
rediges en langue anglaise.
IN WITNESS WHEREOF the parties hereto have executed this Agreement, as of
the - day of -, -.
SIGNED, SEALED AND DELIVERED ) 724 SOLUTIONS INC.
)
)
) Per: ______________________________c/s
) Title:
)
)
_______________________________ ) _____________________________________l/s
Witness [-]
