EXHIBIT 10.9
STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the day of , 199 .
BETWEEN:
GEOGRAPHICS, INC.
(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, is a director or employee of the Company or its
wholly-owned subsidiary, or an employee of a company providing management
services to the Company, as the case may be.
B. The Company wishes to grant the Optionee an option to purchase
common shares in the capital of the Company.
C. The Company's shares are listed and posted for trading on The
Toronto Stock Exchange.
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of
the sum of $1.00 given by the Optionee to the Company, (the receipt of which
is hereby acknowledged by the Company), the parties hereto agree as follows:
1. The Company hereby grants the Optionee an option to purchase a
total of ___________ common shares in its capital (the "Option") at a price of
$_______ Cdn. per share exercisable on or before _________________ (the "Expiry
Date").
2. In order to exercise the Option, the Optionee shall, before 5 p.m.
on the Expiry Date, give notice to the Company of the Optionee's intention to
exercise the Option in whole or in part, such notice to be accompanied by
cash, bank draft, money order, or certified cheque, payable to the Company,
in the appropriate amount.
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3. Notwithstanding anything herein to the contrary, the exercise of
the options granted hereunder will be subject to the Optionee obtaining the
prior consent to the exercise by the directors of the Company, which consent
shall not be unreasonably withheld; it being understood that the rights
granted hereunder are granted as an incentive for future performance.
4. If the Optionee:
(a) dies prior to the expiration of the Option, the Optionee's legal
representative may, within one (1) year from the Optionee's death
and prior to the Expiry Date of the Option, exercise that portion
of the Option which remains outstanding after which time the
Option shall terminate; and
(b) ceases to act as a director or employee of the Company or its
wholly-owned subsidiary or as an employee of a Company providing
management services to the Company for any reason other than the
Optionee's death, the Option shall terminate thirty (30) days
after the date of such cessation.
5. If the issued and outstanding common shares in the capital of the
Company are at any time changed by subdivision, consolidation, re-division,
reduction in capital, reclassification or recapitalization (such changes are
herein called collectively "Capital Alterations"), not including any issuance
of additional shares for consideration, the Option shall be adjusted as
follows:
(a) The number and class of shares in respect of which the Option is
granted shall be adjusted in such a manner as to parallel the
change created by the Capital Alterations in the class and total
number of the issued and outstanding common shares; and
(b) The exercise price of each share in respect of which the Option
shall operate shall be increased or decreased proportionately,
as the case may require, so that upon exercising the Option the
same proportionate shareholdings at the same aggregate purchase
price shall be acquired after such Capital Alterations as would
have been acquired before the Capital Alterations.
6. The Option granted is personal to the Optionee and may not be
assigned or transferred in whole or in part.
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7. This Agreement constitutes and expresses the whole agreement of
the parties with reference to the appointment of the Optionee and with
reference to any of the matters or things herein discussed or mentioned with
reference to such appointment, all promises, representations and
understandings relative thereto being merged herein.
8. This Agreement shall be construed and enforced in accordance with
the laws of the Province of British Columbia.
9. This Agreement shall be subject to the approval of all securities
regulatory authorities having jurisdiction.
IN WITNESS WHEREOF the parties hereto executed this Agreement as
of the date first above written.
THE COMMON SEAL OF )
GEOGRAPHICS, INC. )
was hereunto affixed in the presence of: ) c/s
)
____________________________________________)
Authorized Signatory )
)
____________________________________________)
Authorized Signatory )
)
SIGNED, SEALED AND DELIVERED )
by the Optionee in the presence of: )
)
_____________________________________ ) _________________________
Name ) NAME:
)
_____________________________________ )
Address )
)
_____________________________________ )
Occupation )
