Exhibit 3.2
OPTION AGREEMENT
Made as of the day of , 1995.
BETWEEN:
INTERNATIONAL TELEPRESENCE (CANADA) INC.
a corporation organized pursuant to
the federal laws of Canada
(hereinafter called the "Issuer")
OF THE FIRST PART;
o
of the City of o ,
of the Province of o
(hereinafter called the "Optionee")
OF THE SECOND PART.
WHEREAS the Optionee is either a director, officer, employee or service
provider of the Corporation; and
WHEREAS the Issuer believes that the interest of the Optionee in the
Corporation will be enhanced by affording the Optionee an opportunity to afford
shares in the capital of the Corporation under and pursuant to Stock Option Plan
#1 (the "Plan"); and
WHEREAS pursuant to Stock Option Plan #1, a grantee of options under
the plan is required to enter into a form of stock option agreement, said form
being this Agreement; and
WHEREAS on August 22, 1994, the shareholders of the Corporation
approved the Plan;
NOW THEREFORE this agreement witnesses that in consideration of the sum
of one dollar ($1.00) and after good and valuable consideration now paid by the
Optionee to the Corporation (the receipt and sufficiency whereof is hereby
acknowledged by the Corporation), it is agreed by and between the parties hereto
as follows;
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1. In this agreement the term "Share" or "Shares" shall mean, as the case may
be, one or more common shares in the capital of the Corporation as constituted
as of the date hereof, and the term "Option" or "Options" as the case may be,
shall mean the Option granted by this agreement. The term "Year", when used
herein to refer to a year of the term of the Option, shall mean a period of 12
successive calendar months commencing on the date hereof or on an anniversary of
the date hereof, all as more particularly set forth in the table in Schedule "A"
attached hereto, incorporated hereunder and initialled by the parties hereto.
2. The Corporation hereby grants to the Optionee, subject to the terms and
conditions set out herein, an irrevocable option to purchase in the aggregate
that number of shares described as "Number of Optioned Shares" in paragraph 3 of
Schedule jAi" hereto (the said Shares, in the aggregate, of being herein
collectively called the "Optioned Shares").
3. The purchase price for each of the Optioned Shares shall be at the price set
out in paragraph 2 of Schedule "A" hereto.
4. The Optionee shall have the right to exercise the Option with respect to all
or any part of the Optioned Shares from time to time available in accordance
with the provisions of this agreement commencing on the date shareholder
approval is obtained to the Plan and expiring on the close of business of the
date described as "Expiry Date" in paragraph 4 of Schedule "A" hereto. After the
Expiry Date, the option shall forthwith expire and terminate and be of no
further force and effect whatsoever as to such of the Optioned Shares in respect
of which the Option has not been exercised.
5. In the event of the death of the Optionee on or prior to the Expiry Date,
while in the employment of the Corporation, the Option may be exercised as to
all or any of the Optioned Shares in respect of which the Optionee would have
been entitled to exercise the Option hereunder at the time of his or her death,
as if he or she had survived, by the legal representatives of the Optionee at
any time up to and including, but not after, that date which is 1 year following
the date of death of the Optionee or prior to the close of business on the
Expiry Date, whichever is earlier.
6. In the event of the resignation of the Optionee as an employee of the
Corporation or the discharge for cause of the Optionee as an employee of the
Corporation prior to the Expiry Date, the Option and this agreement shall in all
respects forthwith cease and terminate and be of no further force or effect
whatsoever as to such of the Optioned Shares in respect of which the Option had
not previously been exercised, upon notice of such resignation being received by
the Corporation, or upon notice of such discharge being given by the Corporation
to the Optionee. For the purpose of this Agreement, the determination by the
Corporation shall be binding upon the Optionee.
7. In the event of the termination of employment of the Optionee by the
Corporation other
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than in the circumstances referred to in Sections 5 or 6 above, the Optionee may
exercise the Option to the extent that the Optionee was entitled to do so at the
time of such termination of employment at any time up to and including, but not
after, that date which is 30 days following the date of said termination of
employment, or prior to the close of business on the Expiry Date, whichever is
earlier. Notwithstanding the foregoing, this Section 7 is not applicable to the
termination of employment of the Optionee if the Optionee was, at the time of
termination, solely a director of the Corporation.
8. Subject to the provisions of Sections 5, 6 and 7 hereof, the Option hereby
granted shall be exercisable, at any time or from time to time as aforesaid, by
the Optionee or in the case of death by the Optionee's legal representatives,
personally delivering or sending by prepaid registered mail a notice in writing
addressed to the Corporation at 000 Xxxx 0xx Xxxxxx, Xxxxxxxxx, X.X. X0X 1 A3
which such notice is being exercised and shall be accompanied by payment, by
cash or certified cheque, in full of the purchase price for such number of
optioned shares so specified therein. Any such mailed notice shall be deemed
received on the fifth day following that date in which an envelope containing
same was deposited duly addressed, registered and postage prepaid, in a mail box
or post office in Canada. If at the time of mailing or within four (4) days
thereafter there shall be a strike, interruption or lock-out in the Canadian
postal service, such notice shall be given by personal delivery. Upon any such
exercise of Option as aforesaid, the Corporation shall forthwith cause the
transfer agent and registrar of the Corporation to record in the securities
register of the Corporation the issuance of the Optioned Shares, in respect of
which the Optionee has exercised the Option, and at the request of the Optionee
and at the Optionee's expense, deliver to the Optionee within thirty (30) days
following receipt by the Corporation of any such notice of exercise of option a
certificate or certificates in the name of the Optionee representing in the
aggregate such Number of Optioned Shares as the Optionee shall have paid for
pursuant to this Section 8.
9. Nothing herein contained or done pursuant hereto shall obligate the Optionee
to purchase or pay for any Optioned Shares except those Optioned Shares in
respect of which the Optionee shall have exercised the Option in the manner
provided in this agreement.
10. (a) In the event of any subdivision or redivision of the Shares into a
greater number of Shares at any time after the grant of an Option to the
Optionee and prior to the Expiry Date of such Option, the Corporation shall
deliver to the Optionee at the time of any subsequent exercise of his or her
Option, in accordance with the terms hereof in lieu of the number of Shares to
which he or she was theretofore entitled upon such exercise, but for the same
aggregate consideration payable therefore such number of Shares as the Optionee
would have held as a result of such subdivision or redivision if on the record
date thereof the Optionee had been the registered holder of the number of Shares
to which he or she was theretofore entitled upon such exercise.
(b) In the event of any consolidation of the Shares into a lesser
number of Shares at any time after the grant of an Option to the Optionee and
prior to the Expiry Date of such Option, the
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Corporation shall deliver to the Optionee at the time of any subsequent exercise
of his or her Option in accordance with the terms hereof in lieu of the number
of Shares to which he or she was theretofore entitled upon such exercise, but
for the same aggregate consideration payable therefore, such number of Shares as
the Optionee would have held as a result of such consolidation if on the record
date thereof the Optionee had been the registered holder of the number of Shares
to which he or she was theretofore entitled upon such exercise.
(c) If at any time after the grant of an Option hereby to the Optionee
and prior to the Expiry Date, the Shares shall be reclassified, reorganized or
otherwise changed, otherwise than as specified in (a) and (b) above, or the
Corporation shall consolidate, merge or amalgamate either into another
corporation (the corporation resulting or continuing from such consolidation,
merger or amalgamation being herein called the "Successor Corporation"), the
Optionee shall be entitled to receive upon the subsequent exercise of his or her
Option in accordance with the terms hereof and shall accept in lieu of the
number of Shares then subscribed for but for the same aggregate consideration
payable therefore, the aggregate number of shares of the appropriate class
and/or other securities of the Corporation or the Successor Corporation (as the
case may be) that the Optionee would have been entitled to receive as a result
of such reclassification, reorganization or other change of shares or, as a
result of such consolidation, merger or amalgamation, if on the record date of
such reclassification, reorganization or other change of shares or the effective
date of such consolidation, merger or amalgamation, as the case may be, he or
she had been the registered holder of the number of Shares to which he or she
was immediately theretofore entitled upon such exercise.
11. The Optionee shall have no rights whatsoever as a shareholder in respect of
any of the Optioned Shares (including any right to receive dividends or other
distributions therefrom or thereon) other than in respect of Optioned Shares in
respect of which the Optionee shall have exercised the Option in the manner
provided herein and which the Optionee shall have actually taken up and paid
for.
12. Time shall be of the essence of this agreement.
13. This agreement is personal to the Optionee and shall not be assigned by the
Optionee in whole or in part.
14. The foregoing provisions of this agreement shall not become effective until
any requisite approval of any regulatory authority is obtained to the granting
of the Option as provided for herein and in any other agreements entered into or
proposed to be entered into by the Corporation and its employees providing for
the purchase by the employees of Shares in the capital of the Corporation. In
the event that any approval of any regulatory authority is required and is not
so obtained, this agreement shall terminate and cease to be of any force or
effect.
15. This agreement shall enure to the benefit of and be binding upon the
Corporation, its
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successors and assigns, and the Optionee and, subject as is hereinbefore
provided, to the heirs, executors, administrators and permitted successors of
the Optionee.
IN WITNESS WHEREOF this agreement has been executed under the seal of
parties hereto.
DATED at Vancouver, B.C. this _____ day of _______________, 199 o .
INTERNATIONAL TELEPRESENCE
(CANADA) INC.
Per: c/s
-------------------------------
Per:
----------------------------------
OPTIONEE
------------------------------------ --------------------------------------
Witness
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IN WITNESS WHEREOF this agreement has been executed under the seal of
parties hereto.
DATED at Vancouver, B.C. this _____ day of _______________, 1995.
INTERNATIONAL TELEPRESENCE
(CANADA) INC.
Per: c/s
-------------------------------
Per:
----------------------------------
OPTIONEE
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Witness
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SCHEDULE "A"
Re Stock Option Plan #1.
1. The Optionee is .
2. The purchase price for each of the Optioned Shares is .
3. The Number of Optioned Shares is .
4. Expiry Date is .
Initials of the Optionee Initials of the Authorized Officer of
the Corporation
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As at March 31, 1995
INTERNATIONAL TELEPRESENCE (CANADA) INC.
STOCK OPTION PLAN #1 CHECKLIST
TOTAL OPTIONS RESERVED: 1,883,534
Date No. of No. of
No. of Date Expiry Exercise Exercised/ Previous Options Options
Grantee Options Granted Date Price Cancelled Balance Exercised Cancelled Balance
------- ------- ------- ---- ----- --------- ------- --------- --------- -------
Xxxxx Xxxxxxx 100,000 09/21/94 09/21/99 $1.35 12/19/94 100,000 0
Intermark Resource 400,000 09/21/94 09/21/99 $1.35 12/19/94 400,000 0
Grow, Corp.
Xxxxxx Xxxxxxx 100,000 09/21/94 09/21/99 $1.35 12/19/94 100,000 0
Xxxx Xxxxxxxx 250,000 09/21/94 09/21/99 $1.35 250,000
Xxx Xxxxxxxx 250,000 09/21/94 09/21/99 $1.35 250,000
Xxxxx Xxx 100,000 09/21/94 09/21/99 $1.35 100,000
Xxxxx Xxxxxxx 100,000 09/21/94 09/21/99 $1.35 03/31/95 100,000 0
Xxx Xxxxxxxxxx 50,000 09/21/94 09/21/99 $1.35 50,000
Xxxxx Xxxxx 175,000 09/21/94 09/21/99 $1.35 02/24/95 175,000 0
Xxxxxxx Xxxxxxx 300,000 12/19/94 12/18/99 $0.80 300,000
Total Options 950,000
Outstanding as at
03/31/95
Total Options Not 58,534
Granted as at
03/31/95
