EXHIBIT 5.12
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT made as of the 28th day of June, 1999 between
XXXXXXXXX.XXX INC., a corporation under the laws of the state of Nevada (herein
called the "Company"), and Xxxxx X. Xxxxx (herein called the "Optionee").
WITNESSES THAT WHEREAS:
A. The Optionee is a director, officer, consultant or senior full-time or
part-time employee of the Company or of a subsidiary of the Company, or a
company providing management services to the Company.
B. The Company has established a Directors and Senior Management Plan (the
"Plan") for the purpose of motivating directors, officers, consultants,
senior full-time and part-time employees and management services companies
("Qualified Persons") to exert their best efforts on behalf of the Company
and any subsidiary of the Company.
C. The Company has agreed to grant to the Optionee an option to purchase
common shares in the capital of the Company on the terms and subject to the
conditions contained herein.
NOW THEREFORE, in consideration of the sum of $10 paid by the Optionee to
the Company and other valuable consideration, the receipt of which is hereby
acknowledged by the Company, and in consideration of the mutual agreements and
their respective covenants contained herein, the parties hereby agree to the
following terms and the Company grants the following option:
1. OPTION
1.01 The Company hereby grants to the Optionee, upon the terms and subject to
the conditions contained herein and subject to all the terms and provisions of
the Plan, the right (herein called the "Option"), exercisable only during the
period (the "Option Period") provided in paragraph 1.02 hereof, to require the
Company to sell to the Optionee 150,000 common shares (herein called the
"Optioned Shares") in the capital of the Company, at a price (herein called the
"Exercise Price") of $1.00 per share.
1.02 The Option shall be irrevocable until and including 28 June 2004 and
shall, upon the expiration of the Option Period, immediately expire and
terminate and be of no further force or effect whatsoever with respect to those
of the Optioned Shares in respect of which the Option has not by that time been
exercised. The Option shall vest in the Optionee in 36 equal tranches at the
rate of one tranche per month commencing 01 Jan 1999 and the Optionee shall not
be entitled to exercise the Option in respect of any Optioned Shares except when
and if the aggregate number of Optioned Shares in respect of which the Optionee
has vested rights exceeds the number of Options exercised by the Optionee.
1.03 If the Optionee ceases during the Option Period to be a Qualified Person,
the Option shall, upon the termination of the Option Period or the date upon
which the Optionee so ceases, whichever is earlier, cease and terminate and be
of no further force or effect whatsoever 30 days after such termination with
respect to those of the Optioned Shares in respect of which the Option has not
by that time been exercised.
1.04 If the Optionee by reason of his death ceases during the Option Period to
be a Qualified Person, the Optionee's executor or other personal representative
shall be entitled during the Option Period or during the period of one year
following the Optionee's death, whichever is the shorter period, to exercise the
Option in the same manner and to the same extent as the Optionee was entitled
immediately prior to the time of his death, following which period the Option
shall immediately cease and terminate and be of no further force and effect
whatsoever with respect to the Optioned Shares in respect of which the Option
has not by that time been exercised.
1.05 The grant of the Option contained herein and every exercise of the Option
and every term of this agreement and every amendment hereto shall be subject to
the requirements and restrictions (if any) and to the approval (if required) of
the appropriate securities and other relevant regulatory authorities. The
Company will exercise its best efforts to obtain all such regulatory,
shareholder and other approvals as may be required in connection with the
granting or exercise of the Option, and the Optionee will cooperate to the
extent reasonably necessary to obtain such approvals.
2. MANNER OF EXERCISE OF OPTION
2.01 Subject to the provisions hereof, the Optionee shall be entitled to
exercise the Option with respect to all or from time to time any part of the
Optioned Shares.
2.02 Subject to the provisions hereof, the Option shall be exercisable in whole
or from time to time in part by the Optionee delivering a notice (a "Notice") in
writing to the Company's registered office. The Notice shall specify the number
of Optioned Shares in respect of which the Option is being exercised at that
time and shall be accompanied by payment, by bank draft or certified cheque, in
full of the Exercise Price for the number of Optioned Shares specified in the
Notice. Subject to the provisions hereof, every such exercise of the Option
shall constitute a binding agreement for the purchase and sale of the Optioned
Shares specified in the Notice. Upon an exercise of the Option as aforesaid, the
Company will, subject to the provisions hereof, forthwith deliver to the
Optionee at the most recent address for the Optionee indicated on the records of
the Company (or as the Optionee shall have otherwise directed in the Notice) a
certificate in the name of the Optionee representing the Optioned Shares
purchased.
2.03 Nothing contained herein or done pursuant hereto shall oblige 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
herein provided.
2.04 The Optionee shall have no rights whatsoever as a shareholder of the
Company in respect of any of the Optioned Shares (including without limitation
any right to vote or to
receive dividends or any other distribution therefrom or thereon) other than the
Optioned Shares in respect of which the Optionee shall have exercised the Option
in the manner provided herein and which shall have accordingly been issued to
the Optionee by the Company.
3. RIGHTS ON CAPITAL REORGANIZATION AND MERGER
3.01 If the number or features of the issued and outstanding common shares (the
"Common Shares") in the capital of the Company are at any time changed by
subdivision, consolidation, redivision, reduction in capital, reclassification,
redesignation, recapitalization or in any other manner whatsoever (such changes
are herein called collectively "Capital Alterations") except by the issuance of
additional shares for bona fide 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
in the Common Shares (whether in respect of equity entitlement or
voting rights or otherwise) effected by the Capital Alteration; and
b) the Exercise Price for each share (or, where the Capital Alteration
results in the change of the Common Shares to more than one class of
shares, for each optioned group of shares resulting from the change of
each Optioned Share) in respect of which the Option shall operate
shall be increased or decreased proportionally, as the case may
require, so as to reflect the change in the number of shares (or
groups of shares) in respect of which the Option shall operate, so
that the Optionee shall upon an exercise of the Option after the
Capital Alteration be entitled to receive at the same cost the same
number and class of shares as the Optionee would have been entitled as
a result of the Capital Alteration if immediately prior to the Capital
Alteration the Optionee had exercised the Option and was issued the
Optioned Shares in respect of which he exercised the Option. The
adjustments provided for in this paragraph shall be cumulative,
regardless of the number of Capital Alterations which shall occur
during the currency of the Option, and the provisions hereof shall
apply mutatis mutandis to any such successive adjustments.
3.02 If the Company enters into a merger or an amalgamation (collectively, an
"Amalgamation") with another corporation, so that there is a successor or
continuing corporation (herein called collectively the "Successor Company"),
then the Successor Company shall be bound by all the terms of this agreement and
the number and class of shares in respect of which the Option shall operate
shall be adjusted on the same basis as that on which the Common Shares (or other
shares in the capital of the Company in respect of which the Option operates at
the time of the Amalgamation) are exchanged pursuant to the Amalgamation for
shares in the capital of the Successor Company, so that the Optionee shall upon
an exercise of the Option after the Amalgamation be entitled to receive at the
same cost the same number and class of shares in the Capital of the Successor
Corporation as the Optionee would have been entitled under the
Amalgamation if immediately prior to the Amalgamation the Optionee had exercised
the Option and was issued the Optioned Shares in respect of which he exercised
the Option. The adjustments provided for in this paragraph shall be cumulative,
regardless of the number of Amalgamations which shall occur during the currency
of the Option, and the provisions hereof shall apply mutatis mutandis to any
such successive adjustments.
4. GENERAL
4.01 The Optionee and the Company represent that the Optionee is a Qualified
Person.
4.02 Time shall be of the essence of this agreement.
4.03 This instrument shall be governed by and construed in accordance with the
laws of the Province of British Columbia.
4.04 In this instrument, unless there is something in the subject matter or the
context inconsistent therewith:
a) words importing the singular include the plural and vice versa, words
importing gender include the masculine, feminine and neuter genders
and words importing a person include an individual, a body corporate,
and a partnership, syndicate and any other unincorporated association
of persons;
b) a reference to a paragraph, subparagraph, clause or schedule means
that paragraph, subparagraph or clause in or schedule attached to this
instrument;
c) the words "herein", "hereof", "hereunder", "hereby", "hereto" and
similar expressions refer to this instrument generally and not to any
particular paragraph, subparagraph, clause or other part or division
of this instrument; and
d) the insertion of titles and headings is for convenience of reference
only and shall not affect the interpretation hereof.
4.05 This instrument shall enure to the benefit of and be binding upon the
Company and its successors and assigns. This agreement shall be binding upon the
Optionee and his heirs executors, administrators, personal legal
representatives, successors and assigns. Except to the extent provided in
paragraph 1.04, this option agreement and the Option are non-assignable and non-
transferable by the Optionee.
IN WITNESS WHEREOF the parties hereto have executed this instrument as of
the date first above written.
XXXXXXXXX.XXX INC.
Per:
/s/ Xxxx XxXxxx
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Authorized Signatory
SIGNED, SEALED AND DELIVERED BY )
Xxxxx X. Xxxxx )
in the presence of )
)
)
Xxxxx Xxxxxxx ) /s/ Xxxxx X. Xxxxx
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Name ) Xxxxx X. Xxxxx
)
000 Xxxxxxxxxx Xxxx, Xxxxxxxx, X.X. )
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Address )
)
Businessman )
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Occupation )
