NORD PACIFIC LIMITED
STOCK OPTION
NORD PACIFIC LIMITED, a Bermuda corporation (the "Company"), hereby
grants to ________ ("Optionee"), effective __________ ("Date of Grant"), as a
separate inducement and agreement in connection with Optionee's services to the
Company and not in lieu of any other compensation or fees paid to the Optionee
for services, the right and option to purchase ______________ (______) shares
of Common Stock of the Company ("Shares") at the purchase price of U.S.$.90 per
Share (the "Option").
The Option is granted upon the following terms:
1. Subject to subparagraph 4 below, the Option shall expire at the
close of business on the earlier of: (i) February 1, 2001, or
(ii) ninety (90) days after the date that the Optionee no longer
has a contract and/or an employment relationship with the
Company, unless exercised prior thereto.
2. The Option is exercisable at any time, in whole or in part,
subject to the provisions of subparagraphs 3 and 4 below.
3. The Optionee shall vest 100% on _________.
4. In the event Optionee dies or becomes permanently
disabled, the Option may be exercised within one (1)
year after the date of death or permanent disability by
the person or persons (including the Optionee's estate)
to whom the Optionee's rights under the Option shall
have passed by will or by the laws of descent and
distribution or by the Optionee or
his or personal representatives, as the case may be. Under no
circumstances, however, may the Option be exercised after the
expiration date of the Option specified in subparagraph 1 above.
5. The Option may not be assigned, transferred, pledged or
otherwise encumbered by Optionee other than by will or
the laws of descent and distribution; the Option may
not be subject to execution, attachment, or similar
process; and the Option may be exercised during the
lifetime of Optionee only by Optionee.
6. Payment for all Shares purchased to exercise the Option
shall be made in cash or by certified check, money
order or by personal check (if approved by the Board of
Directors). In lieu of a check, the Optionee may, with
the approval of the Compensation Committee of the Board
of Directors in its sole discretion, submit
certificates for stock of the Company tendered as full
or partial payment of the option exercise price.
Certificates for stock tendered must be endorsed or
accompanied by signed stock powers with the signature
guaranteed by the commercial bank or trust company or
by a brokerage firm acceptable to the Company. Stock
tendered in payment will be valued at its fair market
value on the date of exercise of the Option. Any
deficiency in the option exercise price shall be paid
by certified check. Such payment shall be made at the
time that the Option or any part thereof is exercised
and no Shares shall be issued or delivered until full
payment therefor has been made.
7. If and to the extent that the number of issued shares
of common stock of the Company shall be increased or
reduced by change in par value, split up,
reclassification, distribution of a dividend payable in
stock or the like, the number of shares subject to the
Option and the option price per share shall be
proportionately adjusted. If the Company shall be the
2
surviving corporation in any merger or consolidation,
recapitalization, reclassification of shares or similar
reorganization, the holder of this Option shall be entitled to
purchase, at the same times and upon the same terms and
conditions as are then provided in this Option, the number and
class of shares of stock or other securities to which a holder of
the number of shares of stock subject to this Option at the time
of such transaction would have been entitled to receive as a
result of such transaction. In the event of a dissolution or
liquidation of the Company or a merger or consolidation in which
the Company is not the surviving corporation, this Option shall
terminate upon the effective date thereof, except to the extent
that another corporation assumes this Option or substitutes
another option therefor. Except as expressly provided in this
Section 7, the holder of this Option shall have no rights by
reason of any subdivision or combination of shares of stock of
any class or the payment of any stock dividend or any other
increase or decrease in the number of shares of stock or any
class or by reason of any dissolution, liquidation, merger or
consolidation or distribution to the Company's shareholders of
assets or stock of another corporation. Except as expressly
provided herein, any issue by the Company of shares of stock of
any class, or securities convertible into shares of stock of any
class, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of Shares of
stock subject to this Option.
8. Optionee shall have no rights as a stockholder with
respect to the Option until payment of the option price
and delivery to him of the Shares as herein provided.
9. This Option Agreement shall be governed by and
construed in accordance with the laws of Bermuda,
without giving effect to principals of conflict of
laws.
3
10. Neither this Option Agreement nor the Shares are
registered under the Securities Act of 1933, as
amended. This Option is subject to the condition that
if at any time the listing, registration or
qualification of the Shares covered by this Option upon
any securities exchange or under any state or federal
law is necessary or desirable as a condition of or in
connection with the purchase or delivery of Shares
hereunder, the delivery of any or all Shares pursuant
to this Option may be withheld unless and until such
listing, registration or qualification shall have been
effected. If a registration statement is not in effect
under the Securities Act of 1933 or any applicable
state securities laws with respect to the Shares
purchasable or otherwise deliverable under this Option,
the Company may require, as a condition of exercise of
this Option, that the Optionee represent, in writing,
that the Shares received pursuant to this Option are
being acquired for investment and not with a view to
distribution and agree that the Shares will not be
disposed of except pursuant to an effective
registration statement, unless the Company shall have
received an opinion of counsel that such disposition is
exempt from such requirement under the Securities Act
of 1933 and any applicable state securities laws. The
Company may endorse on certificates representing Shares
delivered pursuant to this Option such legends
referring to the foregoing representations or
restrictions or any other applicable restrictions on
resale as the Company, in its discretion, shall deem
appropriate.
11. This Option Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective
heirs, executors, administrators, successors and
assigns.
4
IN WITNESS WHEREOF, the Company has executed this Option as of the 2nd
day of February, 1996.
NORD PACIFIC LIMITED
By:
-----------------------------------
Name:
Title:
ATTEST:
5
