EXHIBIT 10(O)
DIRECTOR STOCK OPTION AGREEMENT
THIS AGREEMENT made the ______ day of ____________, 199__.
BETWEEN:
SEVEN SEAS PETROLEUM INC, of 800 - 000 Xxxx Xxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(hereinafter called the "Company")
OF THE FIRST PART
AND:
o
(hereinafter called the "Purchaser")
OF THE SECOND PART
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 other good and
valuable consideration and the sum of One ($1.00) Dollar now paid by the
Purchaser to the Company (the receipt and sufficiency whereof is hereby
acknowledged), it is hereby agreed by and between the parties as follows:
1. In this Agreement, the following terms shall have the following meanings:
(a) "EXPIRY DATE" means o ;
(b) "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;
(c) "OPTION" means the irrevocable right and option to purchase, from
time to time, all, or any part of the Optioned Shares granted to the
Purchaser by the Company pursuant to paragraph hereof;
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(d) "OPTIONED SHARES" means the common shares of the Company, subject to
the Option;
(e) "PLAN" means the stock option plan of the Company which was adopted
at its 1996 annual general meeting held on June 11, 1996; and
(f) "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 Plan which is incorporated by reference into this
Agreement, and the terms and conditions hereinafter set forth, the Option to
purchase a total of 50,000 Optioned Shares at the price of U.S.$18.75 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. In the event the Purchaser ceases to be a director of the Company prior to
the Expiry Date, the Option shall, at 5:00 o'clock p.m., Vancouver time, on the
ninetieth day after the date upon which the Purchaser ceases to be a director of
the Company, 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 paragraph 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 hereof.
14. Subject to paragraph , 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. 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.
16. In the event of any conflict between the terms and conditions contained
herein and the Plan, the terms of the Plan shall govern.
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 have executed this agreement as of the day and
year first above written.
SEVEN SEAS PETROLEUM INC.
Per: _________________________________
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
O in the presence of: )
)
)
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Name )
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Address ) o
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Occupation )
