EXHIBIT 99.2
FORM OF VERSUS TECHNOLOGIES, INC. STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT
MEMORANDUM OF AGREEMENT made as of the * day of *, *, between VERSUS
Technologies Inc., a corporation incorporated under the laws of Canada (the
"CORPORATION") and . (the "OPTIONEE");
WHEREAS:
(a) On February 2, 1999, the board of directors of the Corporation (the
"BOARD") approved the VERSUS Employee Stock Option Plan and on March
4, 1999, the Board amended such plan (as amended, the "PLAN"). The
Plan was subsequently restated to reflect the conversion of the
Corporation's outstanding class A shares and class B shares into
Common Shares and the completion of an initial public offering of
Common Shares by way of prospectus. A copy of the Restated Plan (the
"RESTATED PLAN") is attached as Schedule A;
(b) The Board determined that the Optionee should receive Options to
purchase Shares pursuant to the Restated Plan (such terms and all
other capitalized terms not otherwise defined herein having the
meaning ascribed thereto in the Restated Plan) in such number, at such
Exercise Price and on the terms and conditions set forth in this
Agreement; and
(c) The Optionee desires to receive the Options on the terms and
conditions set forth in this Agreement;
NOW THEREFORE, in consideration of the sum of $2.00 and the mutual
covenants herein contained, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement agree as follows:
1. GRANT OF OPTIONS. The Corporation hereby grants to the Optionee, as a
matter of separate agreement and not in lieu of salary or any other
compensation for service . Options, each of which entitle the Optionee
to purchase one Common Share (or, in the event of any reclassification or
conversion of such shares into other shares in the capital the Corporation,
the shares in the capital of the Corporation resulting from such
reclassification or into which one Common Share is converted) from the
Corporation pursuant to the terms and conditions set forth in this
Agreement and the Restated Plan.
2. EXERCISE PRICE. The Exercise Price for each Option shall be $*.
3. EXERCISE OF OPTIONS.
(a) Options may be exercised by delivering to the Secretary of the
Corporation, at such place as the Corporation's executive office may
then be located:
(i) a Notice of Agreement of Exercise of Options, substantially in
the form attached hereto as Schedule B, specifying the number of
Options being exercised, and
(ii) full payment of the Exercise Price for such Options, either in
cash or by certified cheque, payable to the Corporation.
(b) Promptly upon receipt of the Notice of Agreement of Exercise of
Options and the full payment of the aggregate Exercise Price by the
Optionee, the Corporation hereby agrees to deliver to the Optionee
properly executed share certificate(s) representing the Shares being
purchased.
4. EXERCISE OF OPTIONS.
(a) The Optionee may exercise some or all of the Options granted hereunder
until all of the Options have been exercised in full, provided that,
an Option may only be exercised by the Optionee during the period from
and after the Vesting Date for such Option until (but excluding) the
Expiry Date for such Option.
(b) The Vesting Dates and, subject to Section 5 of this Agreement, the
Expiry Dates of the Options granted hereunder are as follows:
Vesting Date Expiry Date Number of Options Vested
------------ ----------- ------------------------
.
.
.
(c) The exercise of an Option will be contingent upon receipt by the
Corporation of payment of the Exercise Price of such Option. Neither
the Optionee nor the Optionee's legal representative, legatee or
distributee shall be, nor shall such person be considered to be, a
holder of any Optioned Share, unless and until such Share has been
fully paid for on the exercise of the Option.
5. CHANGES IN EMPLOYMENT STATUS. If the Optionee resigns, retires, or has his
or her employment or services terminated otherwise than by death or for
cause, the Optionee's Options may be exercised, to the extent that the
Optionee is entitled to do so at the time of resignation, retirement or
termination, at any time within the period of thirty (30) days immediately
after such event, at which time the unexercised Options will expire. If the
employment or services of the Optionee are terminated for cause, then any
Options granted to the Optionee shall terminate at the time of notice to
the Optionee by the Corporation of termination of the employment or
services of the Optionee.
6. DEATH OF OPTIONEE. In the event of the death of the Optionee, the Options
may be exercised, to the extent that the Optionee was entitled to do so at
the time of his or her death, by his or her executors or other legal
representatives at any time up to and including the date six months
immediately following the date of death of the Optionee, at which time the
unexercised Options will expire.
7. EFFECT OF TAKE-OVER BID.
(a) If a bona fide offer for Shares is made to the Optionee or to
shareholders generally or to a class of shareholders which includes
the Optionee, and the offer, if accepted in whole or in part by any
person or persons, would result in the offeror (the "OFFEROR")
beneficially owning a sufficient number of shares to control the
Corporation within the meaning of subsection 1(3) of the Securities
Act (Ontario) (as amended from time to time) (a "TAKE-OVER BID"), then
the Corporation shall, immediately upon receipt of a notice of the
Take-over Bid, notify the Optionee with full particulars thereof. In
such circumstances, notwithstanding the provisions of Section 4 of
this Agreement, Options granted pursuant to this Agreement shall be
exercisable immediately.
(b) If the Offeror will complete the purchase contemplated by the
Take-over Bid only if the Offeror acquires all of the issued and
outstanding Shares subject to the Take-over Bid, the Corporation shall
be entitled to deliver written notice (a "COMPULSORY SALE NOTICE") to
the Optionee within ten (10) days following the making of the
Take-over Bid, stating that the Optionee shall be required to sell the
Shares held by him or her to the Offeror at the time of completion of,
and upon the same terms and conditions as those contained in, the
Take-over Bid other than a condition relating to the Optionee being
obligated to sell his or her Shares to the Offeror.
(c) If the Corporation gives a Compulsory Sale Notice to the Optionee,
then the Optionee shall be obligated to sell all of the Shares held by
him or her upon such terms specified in the Take-over Bid to the
Offeror, conditional upon the completion of the transaction of
purchase and sale contemplated in the Take-over Bid.
(d) The Optionee acknowledges that in the event he or she receives a
Compulsory Sale Notice which the Corporation is entitled to deliver
hereunder and he or she fails to execute or cause to be executed all
such agreements and documents as may be necessary to enable the Shares
held by him or her to be sold to the Offeror as provided herein, the
Corporation may, as the true and lawful attorney for such shareholder
with full power of substitution in the name of and on behalf of such
shareholder in accordance with the Powers of Attorney Act (Ontario)
(as amended from time to time), with no restriction or limitation in
that regard, and declaring that such power of attorney may be
exercised during any subsequent legal incapacity on its part, execute
and deliver all such agreements and documents as may be necessary to
permit the sale of such Shares to the Offeror to be completed as
herein provided and
reflected on the books of the Corporation. This power of attorney
shall not be revoked or terminated by any act or thing unless this
Agreement is terminated or unless the Optionee ceased to be bound by
the provisions hereof.
8. COVENANTS OF CORPORATION. The Corporation covenants to issue Shares from
treasury on the exercise of the Options in the same number and for the same
consideration as established by the Options.
9. CHANGES TO SHARES. Notwithstanding any other provision of this Agreement,
in the event of any change, from time to time, in the Shares by reason of
any stock dividend, stock split, recapitalization, reclassification,
amalgamation, merger, consolidation, combination or exchange of Shares or
distribution rights to holders of Shares or any other form of corporate
reorganization whatsoever, an equitable adjustment shall be made to any
Options then outstanding and the Exercise Price in respect of such Options.
Such adjustments shall be made by the Board, after considering the
recommendation of the Compensation Committee and, subject to applicable
law, shall be conclusive for and binding for all purposes of the Restated
Plan and this Agreement.
10. NOTICE. Any notice required or permitted to be given or made hereunder
shall be in writing and shall be effectively given or made, if sent by
prepaid registered mail, on the second business day following the mailing
thereof and, if sent by telecopier or other means of recorded
communication, on the business day on which it was sent,
(a) to the Corporation at:
VERSUS Technologies Inc.
000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxxxxx X. Xxxxxxx, Chief Executive Officer
Telecopier: (000) 000-0000
(b) to the Optionee at:
VERSUS Technologies Inc.
000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: .
Telecopier: (000) 000-0000
Any party hereto may from time to time change its address for notice by notice
to the other party given in the manner aforesaid. For the purposes of this
Agreement, the term "business
day" means any day of the year other than Saturday, Sunday or any day which
Canadian chartered banks are required or authorized to close in Toronto,
Ontario.
11. MISCELLANEOUS.
(a) AMENDMENTS. This Agreement may not be amended nor may any rights
hereunder be waived except by agreement in writing executed by the
parties hereto.
(b) GOVERNING LAW. This Agreement shall be governed by, interpreted and
enforced in accordance with the laws of the Province of Ontario and
the laws of Canada applicable therein.
(c) TIME OF THE ESSENCE. Time shall be of the essence of this Agreement.
(d) GENDER. In this Agreement, all words importing the masculine gender
shall be interpreted as including the feminine gender.
(e) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties pertaining to the subject matter hereof and
supersedes all prior agreements, understandings, negotiations and
discussions, whether oral or written, with respect to the granting of
the within Option.
(f) ENUREMENT. This Agreement shall enure to the benefit of and bind the
parties hereto and shall enure to the benefit and be binding upon the
parties' respective heirs, executors, successors, administrators and
assigns.
(g) ASSIGNMENT. This Agreement and the Options granted hereunder are not
assignable or transferable by any party without the prior express
written consent of other party hereto.
(h) FURTHER ASSURANCES. The parties hereto agree to sign such further and
other papers and documents and do and perform and cause to be done or
performed and to do such further acts and things that may be necessary
and desirable to give full force and effect to this Agreement and
every part hereof.
(i) APPROVALS. This Agreement and the obligations of the Corporation to
issue and deliver the Shares on the exercise of the Options granted
hereby shall be subject to the prior approval of any regulatory
authority or stock exchange having jurisdiction over the securities of
the Corporation or the Restated Plan where such prior approval is
required by applicable laws, regulations or the policies or by-laws of
such regulatory authority or stock exchange.
(j) SCHEDULES. The following are the Schedules attached to and forming
part of this Agreement:
Schedule A - Restated VERSUS Employee Stock Option Plan;
Schedule B - Notice and Agreement of Exercise of Options;
IN WITNESS WHEREOF this Agreement has been executed by the parties as of
the date first above written.
VERSUS TECHNOLOGIES INC.
By:
---------------------------------
Name:
Title:
SIGNED, SEALED & DELIVERED
in the presence of:
------------------------------------ ------------------------------------
Witness Name
SCHEDULE B
NOTICE OF AGREEMENT OF EXERCISE OF OPTIONS
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TO: VERSUS Technologies Inc.
I hereby exercise ___________________________ Options granted pursuant to a
Stock Option Agreement made as of__________________________.
Enclosed is cash or a certified cheque payable to VERSUS Technologies Inc.
for $_____________________, being the aggregate of $8.62 per Option for the
______ Options referred to in the preceding paragraph.
I hereby agree to assist the Corporation in the filing of, and will timely
file, all reports that I may be required to file under the applicable securities
laws.
Shares issued on the exercise of the Options specified above are to be
issued in the following registration:
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(Print Optionee's Name) (Optionee's Signature)
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(Address)
Dated at __________________, this ________day of _______________, ________.
