SAMPLE COPY OF OPTION AGREEMENT
THIS AGREEMENT made and dated this 12th day of September, 1995
BETWEEN:
SOLUCORP INDUSTRIES LTD., a body corporate, incorporated under the
laws of the Province of British Columbia with Registered Office at
000-000 Xxxx Xxxxxxx Xxxxxx in the City of Vancouver, in the Province
of British Columbia
(hereinafter referred to as the "Company")
OF THE FIRST PART
AND:
-
-
-
(hereinafter referred to as the "Optionee")
OF THE SECOND PART
WHEREAS:
A. The Optionee, as a director, officer or employee of the Company or a
subsidiary of the Company (all references to "Company" hereafter will be to the
Company and its subsidiaries), is required to dedicate time and efforts to the
affairs of the Company for which the Optionee is not otherwise adequately
remunerated.
B. As an incentive to the Optionee to continue to serve the Company, the Company
desires to grant to the Optionee an option to purchase shares in its capital
stock on the terms hereinafter contained.
C. The shares of the Company are listed for trading on the Vancouver Stock
Exchange ("Exchange").
NOW THEREFORE, in consideration of the premises and the covenants and agreements
hereinafter contained, the Parties hereto agree as follows:
1. The Optionee declares that he/she is a director/employee of the Company.
2. The Company hereby grants to the Optionee an option to purchase _____________
(000,000) shares in the capital of the Company, exercisable at any time on or
before 5:00 p.m., Vancouver time, September 12, 2000 at the price of $13.16 per
share.
3. During the term of the aforesaid Option, the Optionee may exercise, from time
to time, the whole or any part of the Option held, by paying to the Company the
purchase price for the shares being purchased pursuant thereto. Upon receipt in
writing of a request for shares from the Optionee, and payment therefor, in cash
or certified cheque payable to the Company, the Company shall forthwith issue,
allot and deliver to the Optionee such number of shares as shall have been paid
for.
OPTION AGREEMENT Page 2/2
DATED 12TH SEPTEMBER 1995
4. The Options hereby granted are not assignable by the Optionee. Provided,
however, that if the Optionee shall die while a director, officer or employee of
the Company, the Optionee's Estate shall be entitled to exercise the whole or
any part of the Options existing at the date of death, at any time up to twelve
months after the date of death.
5. If any time during the continued existence of the within Options there shall
be any alteration in the capital stock of the Company, other than an increase in
the authorized or issued capital, then the within options shall attach to an
appropriate number of the shares or securities of the Company which shall have
been created by any such alteration, and the price payable on the exercise of
the options shall be adjusted proportionately to the change in the shares
resulting from such capital alteration.
6. The Optionee's continued service to the Company is a condition of the
continuance of the option herein granted. It is accordingly agreed that if the
Optionee shall, during the term of the within option, cease to be a director,
officer or employee of the Company or a subsidiary of the Company, the option
herein granted the Optionee shall cease and terminate at 5:00 p.m., Vancouver
time, on the thirtieth day after the date of cessation of employment.
7. This Agreement, and any amendments hereto, are subject to the approval of the
Exchange. The Optionee shall not be entitled to exercise the option herein
granted untill all required approvals have been obtained.
8. All references herein are to Canadian dollars.
9. The Parties hereto agree to do such further and other acts and execute such
further and other documents as may be necessary to carry out the true intent and
meaning of this Agreement.
10. This Agreement shall enure to the benefit of and be binding upon the Parties
hereto and their heirs, successors and assigns.
IN WITNESS WHEREOF the Parties hereto have hereunto affixed their hands and
seals the day and year first above written.
The Corporate Seal of Solucorp Industries Ltd.
was hereunto affixed in the presence of:
--------------------------------------- (SEAL)
SIGNED, SEALED AND DELIVERED
in the presence of:
-------------------------------------- ----------------------------------------
Witness OPTIONEE
