EXHIBIT (d)(2)
AGREEMENT
This agreement is entered into this ____ day of __________________, 20__
between 724 Solutions Inc. (the "Corporation") and ________________________ (the
"Participant") pursuant to the stock option plan (the "Plan") adopted by the
Corporation as of September 22, 1997 and amended and restated as of February 2,
2000.
Pursuant to the Plan and in consideration of $1.00 paid and service
provided to the Corporation by the Participant, the Corporation agrees to grant
options ("Options") and issue common shares (the "Shares") of the Corporation to
the Participant, the Trust(s) described below governed by a registered
retirement savings plan established by and for the sole benefit of the
Participant or the Personal Holding Corporation (as such term is defined in the
Plan) of the Participant in accordance with the terms of the Plan. The grant of
the Options is confirmed by the Option Confirmation attached to this agreement.
The undersigned confirms that if the Options are granted to a Personal
Holding Corporation, such Options shall terminate immediately upon the Personal
Holding Corporation ceasing to be Controlled by the Participant or if interests
therein are granted to non-family members, as contemplated by the Plan.
THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE OPTIONS ARE TERMINABLE IN
CERTAIN CIRCUMSTANCES (INCLUDING AS DESCRIBED IN SECTION 16 OF THE PLAN), THAT
THE EXPIRATION THEREOF CAN BE ACCELERATED BY THE ADMINISTRATORS IN CERTAIN
CIRCUMSTANCES (INCLUDING AS DESCRIBED IN SECTION 15 OF THE PLAN), THAT THE
CORPORATION HAS A CALL RIGHT IN CERTAIN CIRCUMSTANCES (AS DESCRIBED IN SECTION
19 OF THE PLAN) AND THAT THE OPTIONS ARE SUBJECT TO THE TERMS OF THE PLAN AS
AMENDED FROM TIME TO TIME (AS PROVIDED IN SECTION 20 OF THE PLAN).
THE GRANTING AND EXERCISE OF THE OPTION AND THE ISSUANCE OF SHARES ARE
SUBJECT TO THE TERMS AND CONDITIONS OF THE PLAN, AS AMENDED FROM TIME TO TIME.
By executing this agreement, the Participant confirms and acknowledges
that: (i) he or she has not been induced to enter into this agreement or acquire
any Option by expectation of employment or continued employment with the
Corporation; (ii) he or she has been given a copy of the Plan and has reviewed
and understands the terms thereof; and (iii) he or she has been given the
opportunity to seek independent counsel with respect to the Plan.
This agreement shall be binding upon and enure to the benefit of the
Corporation, its successors and assigns and the Participant and the legal
representatives of his or her estate and any other person who acquires the
Participant's rights in respect of the Options by bequest or inheritance.
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The Participant confirms that he or she has requested that this agreement
and all communications with respect thereto be made in the English language. Le
soussigne confirme avoir exige que le present convention et toute autre
communication y afferente soient en langue anglaise.
IN WITNESS WHEREOF ) 724 SOLUTIONS INC.
)
)
) Per: _______________________________
)
) Per: _______________________________
)
)
________________________________ ) _______________________________
Witness ) Participant
DESCRIPTION OF TRUST (1)
Trustee __________ Account No. _______ No. of Options ________
Trustee __________ Account No. _______ No. of Options ________
Trustee __________ Account No. _______ No. of Options ________
DESCRIPTION OF PERSONAL HOLDING CORPORATION (2)
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NAME OF CORPORATION JURISDICTION SHAREHOLDERS NO. OF COMMON NO. OF
SHARES HELD OPTIONS
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(1) To be completed if Participant elects to have Options granted directly to a
Trust.
(2) To be completed if Participant elects to have Options granted directly to a
Personal Holding Corporation.
FORM OF OPTION CONFIRMATION
TO: ___________________________________ ("Participant")
Pursuant to the stock option plan (the "Plan") adopted by 724 Solutions
Inc. (the "Corporation") as of September 22, 1997, and as amended and restated
as of February 2, 2000, and an agreement between the Corporation and the
Participant dated _______________ , the Corporation confirms the grant to the
Participant and/or the Trust(s) described below governed by a registered
retirement savings plan established by and for the sole benefit of the
Participant and/or the Personal Holding Corporation(s) Controlled by the
Participant (all as defined in the Plan) described below, of an option (the
"Option") to acquire _____ common shares (the "Shares") of the Corporation at an
exercise price of $ ________ per Share.
Subject to the terms of the Plan, the Option shall be exercisable on or
prior to ________________, and of the Shares subject to the Option:
(a) ________________ Shares may be purchased at any time during the term
of the Option on or after ______________, 20____; and
(b) an additional _______________ Shares may be purchased at any time
during the term of the Option on or after ______________, 20____.
The granting and exercise of this Option are subject to the terms and
conditions of the Plan referred to therein.
DATED this _____ day of ______________, 20___.
724 SOLUTIONS INC.
Per: ______________________________________
Per: ______________________________________
DESCRIPTION OF TRUST (3)
Trustee __________ Account No. _______ No. of Options ________
Trustee __________ Account No. _______ No. of Options ________
Trustee __________ Account No. _______ No. of Options ________
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(3) To be completed if Participant elects to have Options granted directly to a
Trust.
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DESCRIPTION OF PERSONAL HOLDING CORPORATION (4)
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NAME OF CORPORATION JURISDICTION SHAREHOLDERS NO. OF COMMON NO. OF
SHARES HELD OPTIONS
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(4) To be completed if Participant elects to have Options granted directly to a
Personal Holding Corporation.
FORM OF ELECTION
TO: 724 SOLUTIONS INC.
Pursuant to the stock option plan (the "Plan") of 724 Solutions Inc. (the
"Corporation") adopted as of September 22, 1997, as amended and restated as of
February 2, 2000, the undersigned elects to purchase ______________ Common
Shares (the "Shares") of the Corporation which are subject to an option granted
on ________________ and encloses a certified/bank draft cheque payable to the
Corporation in the aggregate amount of $___________, being $_________ per Share,
plus the aggregate amount of $______________, being the taxes required to be
withheld by the Corporation under any applicable statutes and remitted to the
relevant taxing authority.
The undersigned requests that the Shares be issued in his, her or its name
as follows in accordance with the terms of the Plan:
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(Print Name as Name is to Appear on Share Certificate)
(Where the party exercising the Option is a Trust): The undersigned is the
trustee of a trust governed by a registered retirement savings plan established
by and solely for the benefit of:
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(Print Name of Beneficiary of Trust)
(Where the party exercising the option is a Personal Holding Corporation):
The undersigned is an officer or director of the Personal Holding Corporation
of:
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(Print Name of Controlling Shareholder of Personal Holding Corporation)
The undersigned requests that the following address be the registered
address of the Optionee:
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NOTE: PURSUANT TO THE TERMS OF THE PLAN, THE OPTION IS NOT TRANSFERABLE. BY
VIRTUE OF THIS ELECTION, THE UNDERSIGNED REPRESENTS AND WARRANTS THAT HE OR SHE
IS THE BENEFICIARY OF THE OPTION AND THE SHARES BEING PURCHASED HEREBY. IF THE
UNDERSIGNED HAS DESIGNATED THAT THE SHARES ARE TO BE REGISTERED IN THE NAME OF A
REGISTERED BROKER/DEALER, THE UNDERSIGNED REPRESENTS AND WARRANTS THAT SUCH
BROKER/DEALER IS MERELY A NOMINEE AND THAT THE UNDERSIGNED REMAINS THE OFFICIAL
OWNER OF THE SHARES. IF THE UNDERSIGNED DESIRES THAT THE SHARE CERTIFICATE BE
REGISTERED IN ANY OTHER NAME, THIS ELECTION MUST BE ACCOMPANIED BY SUCH OTHER
TRANSFER DOCUMENTATION AS MAY BE PRESCRIBED BY THE CORPORATION, TOGETHER WITH
APPROPRIATE SIGNATURE GUARANTEES. PLEASE CONTACT XXXX XXXX AT (000) 000-0000.
The Corporation will use its reasonable best efforts to process any
exercise of the vested portion of any Option within three business days after
all necessary procedures
required for a valid exercise have been complied with by the Optionee. The
Corporation shall not be responsible for any delay in responding to a valid
exercise of Options due to inadvertence or otherwise in completing the exercise
procedures or for any decline in the value of the Shares in respect of which the
Option is being exercised.
DELIVERY INSTRUCTIONS
The Corporation will mail your share certificate by ordinary mail AT YOUR
OWN RISK, unless you specify otherwise.
The share certificate representing the Shares shall be delivered to (please
fill in if different from your name and address):
Name: ___________________________________
Address: ___________________________________
By: ___ pre-paid courier: Account No.: ________________________________
or ___ pre-paid to the Corporation by cheque or cash.
___ pick-up: phone no. to call when certificate ready: ________
The undersigned acknowledges that he or she has not been induced to
purchase the Shares by expectation of employment or continued employment with
the Corporation.
DATED this ____ day of _______________, 20___.
________________________________ _________________________________
Witness Participant
Title:
[NOTE: WHERE THE PARTY EXERCISING THE
OPTION IS A TRUST, THE TRUSTEE SHOULD
EXECUTE THIS ELECTION. WHERE THE PARTY
EXERCISING THE OPTION IS A PERSONAL HOLDING
CORPORATION, AN OFFICER OR DIRECTOR SHOULD
EXECUTE THIS ELECTION AND THE TITLE SHOULD
BE ENTERED.]
