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STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of _______________________________________
BETWEEN:
AIR PACKAGING TECHNOLOGIES, INC., of
00000 Xxx Xxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxx
00000 XXX
(the "Company")
OF THE FIRST PART
AND:
______________________________________
______________________________________
______________________________________
(the "Optionee")
OF THE SECOND PART
WHEREAS:
A. The Optionee is an employee of the Company or its wholly-owned
subsidiary, 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;
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:
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1. The Company hereby grants the Optionee as an incentive and not in
lieu of salary or any other compensation for services, an option to purchase a
total of ______ common shares in its capital (the "Option") at a price of
_______ per share exercisable on or before ______________ (the "Expiry Date").
2. In order to exercise the Option, the Optionee shall, before 5:00 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.
3. If the Optionee:
(a) dies prior to the expiration of the Option, the Optionee's legal
representatives may, within one year from the Optionee's death and
prior to the expiry of the Option, exercise that portion of the Option
which remains outstanding after which time the Option shall terminate;
or
(b) ceases to act as an employee of the Company or its wholly-owned
subsidiary for any reason other than the Optionee's death, the Option
shall terminate 30 days after the date of such cessation.
4. 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.
5. The Option granted is personal to the Optionee and may not be
assigned or transferred in whole or in part.
6. This Agreement constitutes and expresses the whole agreement of the
parties with reference to the subject matter herein, all promises,
representations and understandings relative thereto being merged herein.
Notwithstanding the foregoing, it is acknowledged and agreed that the Option
herein is in addition to, and not in substitution for, the Optionee's
previously granted and yet unexercised stock options.
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7. Any amendment to this Agreement shall be subject to the approval of
the shareholders of the Company if the Optionee was an insider of the Company,
as that term is used in the Securities Act (British Columbia), at the time of
granting the Option or is an insider of the Company at the time of the
amendment.
8. This Agreement shall be construed and enforced in accordance with the
laws of British Columbia and the parties hereby irrevocably attorn to the
exclusive jurisdiction of the Courts of British Columbia.
9. This Agreement shall be subject to the approval of all securities
regulatory authorities having jurisdiction.
10. If the Optionee is an insider of the Company, as that term is defined
in the Securities Act (British Columbia), the Optionee shall not exercise the
Option prior to the approval of the Option by the shareholders of the Company.
For the purposes of this paragraph, approval of the shareholders may be granted
in advance of the Option, by way of blanket or omnibus resolution authorizing
the Company's Board of Directors to grant options or alternatively by approving
a stock option plan adopted by the Company. In the event the Company has
adopted a stock option plan, then notwithstanding anything to the contrary
contained herein, the Option and the Agreement shall be governed under the
terms of such stock option plan, and in the event of any inconsistencies
between this Agreement and the stock option plan, the terms of the stock option
plan shall prevail. If the shareholders do not approve the Option and this
Agreement, then the Option and this Agreement shall be void ab initio.
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11. THE OPTIONEE HEREBY CONFIRMS THAT THE OPTIONEE HAS RECEIVED
INDEPENDENT LEGAL ADVICE REGARDING THE APPLICATION OF THE SECURITIES LAWS OF
THE UNITED STATES TO THE PURCHASE AND SALE OF SHARES OF THE COMPANY
CONTEMPLATED BY THIS AGREEMENT.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
day and year first above written.
THE COMMON SEAL OF AIR )
PACKAGING TECHNOLOGIES, INC. )
was hereunto affixed in the presence of: )
)
) c/s
_______________________________________ )
Director )
)
)
SIGNED, SEALED AND DELIVERED )
)
by _____________________ in the presence )
of: )
)
)
_______________________________________ )
Signature )
)
)
_______________________________________ ) ________________________________
Name )
)
)
_______________________________________ )
Address )
)
)
_______________________________________ )
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** APPENDIX 1 TO STOCK OPTION AGREEMENT DATED **
12. The option hereby granted, and the underlying shares of Common which will
be issued upon exercise, are each restricted securities issued in respective
private placement transactions exempt from registration under the united States
Securities Act of 1933, and such securities in each case may not be resold
without registration under the Securities Act or the availability of an
exemption from registration in connection with resale. The share certificates
evidencing the shares upon option exercise will bear the following legend:
The securities evidenced hereby have not been registered under
the Securities Act of 1933 or any state securities laws; such
securities may not be transferred, sold, pledged or otherwise
disposed of unless such securities are registered under the
Securities Act of 1933 and such state laws or such transactions
are exempt from the registration requirements therefor.
If you have questions about this option or the underlying stock upon issuance,
under Federal Securities Laws, you may wish to consult with your own attorney
or you may wish to contact our U.S. Corporate Counsel, Xxxxxx X. Xxxxx, of The
Law Offices of Xxxxx & Associates, Inc., X.X. Xxx 00000, Xxxxxx Xxx Xxx,
Xxxxxxxxxx 00000; telephone (000) 000-0000.
Please sign below acknowledging you have read the above paragraphs.
