EXHIBIT 4(b)
STOCK OPTION AGREEMENT entered into at , on this day of , ;
BETWEEN: DMR GROUP INC., a corporation
legally constituted and having its
head office at Montreal, Quebec
(hereinafter called the "Corporation"),
AND:
(hereinafter called the "Participant").
WHEREAS the Corporation has, by resolution of its Board
of Directors adopted on July 4, 1986, authorized the adoption, at
such date, of a Stock Option Plan (the "Plan") set up in order to
permit the Corporation, in its discretion, to offer from time to
time to certain senior executives and senior management employees
of the Corporation and its subsidiaries, by means of stock
options, the right to purchase Class A Subordinate Voting Shares
(the "Class A Subordinate Shares") of its share capital, at a
price per share that may not be less than 90% of the fair market
value of the Class A Subordinate Shares, as determined by the
Board of Directors of the Corporation, and, as of the listing of
the shares on The Montreal Exchange, at a price per share not
less than 90% of the prevailing market price on The Montreal
Exchange on the day the options are granted; copy of the circular
describing the Plan has been remitted to the Participant before
the execution of the present agreement and such circular is
deemed to form part of this agreement as if it had been
completely set out in the agreement;
WHEREAS the participant is a senior executive/senior
management employee of the Corporation and the Corporation wishes
to encourage him to promote the affairs of the Corporation to the
best of his ability by offering him, under the Plan, the options
to purchase l Class A Subordinate Shares from the Corporation.
CONSEQUENTLY, THE PARTIES HERETO HAVE AGREED AS FOLLOWS:
1. The Corporation hereby grants to the Participant, who
accepts, the irrevocable options to subscribe for and purchase a
total number of l Class A Subordinate Shares from the Corporation
(the "Offered Shares"), as they are presently constituted, at a
price of $l per share, subject to the conditions hereinafter set
out.
2. The options granted by this agreement shall authorize the
Participant, if he exercises them, to subscribe for the Offered
Shares at the subscription price indicated at article 1, at a
rate of not more than the percentage indicated hereafter during
any period of twelve (12) months (an "exercise period") over the
course of l years following the date of the present agreement.
If, however, in any given exercise period a Participant
subscribes for a lesser number at shares, or if he does not
exercise his options, the Offered Shares which will not have been
subscribed for may be subscribed for in one or other of the
following exercise periods, provided that no Offered Shares may
be subscribed for after the expiry of a period of l years
following the date of the present agreement.
3. The percentage of Offered Shares that may be subscribed for
during any exercise period is as follows:
% Exercise Period
0 l 1st
25 l 2nd
25 l 3rd
25 l 4th
25 l 5th
4. If the Participant wishes to exercise his options in any
given exercise period, he shall cause a written notice signed by
him to be received by the Secretary of the Corporation, at the
head office of the Corporation, such notice to state the number
of Offered Shares that he wishes to subscribe for, up to the
number of the Offered Shares that he is entitled to subscribe
for; such notice shall be deemed to constitute the subscription
referred to above.
5. The notice shall be accompanied by a cheque, payable to the
order of the Corporation, in an amount which shall represent the
subscription price of the Offered Shares which are being
subscribed for.
6. At the time of the exercise of an option, a Participant must
be a senior executive or senior management employee of the
Corporation or of one of its subsidiaries. However, the
Participant may, in the three (3) months following the
termination of his employment, exercise the options in respect of
which he has an acquired right at the date of termination of
employment. Furthermore, in the event of the death of the
Participant, his heirs, successors or assigns may, during the
three (3) months following his death, exercise the options in
respect of which the Participant had an acquired right at the
date of his death. In the event that there is no exercise of the
options within three (3) months following the date of termination
of employment or the date of death, as the case may be, the said
options become null and void.
7. The Offered Shares which shall have been subscribed for by
the Participant will be issued and allotted to the Participant on
the tenth (10th) business day following receipt by the Secretary
of the Corporation of the notice mentioned in article 3 hereof
and thereupon, the Participant will be considered registered
holder of the Offered Shares which he will have subscribed for.
Until the Offered Shares have been issued and allotted, the
Participant shall have none of the rights or obligations of a
shareholder with respect to the Shares. The Share Certificates
representing the Offered Shares which will have been subscribed
for shall be registered in the name of the Participant and
delivered in accordance with his written instructions; they will
be delivered within thirty (30) days after payment of the
subscription price.
8. In the event of the subdivision, consolidation or
reclassification of the Class A Subordinate Shares of the
Corporation or in the event of the declaration of a stock
dividend payable in Class A Subordinate Shares or if the
Corporation shall proceed to a re-organization, consolidation or
amalgamation, or if it shall sell all or substantially all of its
assets to any other company, an adjustment of the rights of the
Participant under the present agreement will be effected, if need
be, as determined by the auditors of the Corporation, whose
decision in such respect shall be final and binding upon all
concerned parties.
9. Subject to article 5 hereof, the options granted under the
present agreement are for the sole benefit of the Participant and
are consequently neither assignable nor transferable; furthermore
they shall not benefit the heirs or successors ab intestat of the
Participant.
10. If one of the provisions of the present agreement is
declared null or non-executory by the courts, such decision will
have no effect on the other provisions hereof or their validity.
11. Any modification of the present agreement or waiver of a
right thereunder will be without effect unless it is explicit and
confirmed by a written document signed by each of the parties
hereto.
12. The parties hereto undertake to each other to perform,
execute or sign, at any time, any act, procedure or document
necessary or useful in order to give full and binding effect to
the present agreement.
13. The present agreement shall be governed and interpreted in
accordance with the laws of Quebec.
IN WITNESS WHEREOF, the parties hereto have signed this
agreement at the place and on the date first herein-above
mentioned.
DMR GROUP INC.
By:
Participant
