NORD PACIFIC LIMITED
STOCK OPTION
NORD PACIFIC LIMITED, a Bermuda corporation (the "Company"), hereby
grants to ________ ("Optionee"), effective February 2, 1996 ("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 August 2, 1996.
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 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
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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.
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
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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.
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IN WITNESS WHEREOF, the Company has executed this Option as of the 2nd
day of February, 1996.
NORD PACIFIC LIMITED
By:___________________________
Name:
Title:
ATTEST:
_______________________
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