Exhibit 10.14
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 28th day of January, 2000.
BETWEEN: MODERN RECORDS, INC., a company duly incorporated under the laws of the
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State of California, having a business office at 468 N. Camden Drive,
3rd Floor, Beverly Hills, California, XXX, 00000
hereinafter call the "Company") OF THE FIRST PART
AND: S. XXXXXXX XXXXXXX, x/x 000 X. Xxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxx Xxxxx,
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California, XXX, 00000
(hereinafter call the "Optionee") OF THE SECOND PART
WHEREAS the Optionee is a Director of the Company and requires as a condition of
holding such position that the parties enter into this Incentive Stock Option
Agreement on the terms and conditions hereinafter set forth;
AND WHEREAS this incentive stock option is granted by the Company in reliance on
exemptions from registration and prospectus requirements contained in Sections
45(2)(10) and 74(2)(9), respectively, of the Securities Act (British Columbia);
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AND WHEREAS the Company has been classified as a "Tier 2" company by the
Canadian Venture Exchange.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
of the covenants and agreements herein contained the parties hereto covenant and
agree as follows:
1. Subject to paragraphs 6 and 7, from the date hereof, the Optionee shall
have and be entitled to and the Company hereby grants to the Optionee an option
to purchase up to SIX HUNDRED THOUSAND (600,000) fully paid and non-assessable
shares of the Company from the treasury on or before JANUARY 28, 2004 at the
price of $1.04 per share (the "Exercise Price").
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2. The right to purchase shares under the Option will vest in the holder in
increments over the term of the Option as follows:
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Date Cumulative Number of Shares which may be Purchased
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January 28, 2000 300,000
January 28, 2001 100,000
January 28, 2002 100,000
January 28, 2003 100,000
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This Option may be exercised in accordance with its terms at any time and from
time to time from and including the Option Date through to and including up to
5:00 local time in Vancouver, British Columbia on the Expiry Date, by delivery
to the Company of an Exercise Notice and a certified cheque or bank draft
payable to Modern Records, Inc. in an amount equal to the aggregate of the
Exercise Price of the Shares in respect of which this Option is being exercised.
3. This right to take up shares pursuant to the option herein granted is
exercisable by notice in writing to the Company accompanied by a certified
cheque in favor of the Company for the full amount of the Exercise Price of the
shares being then purchased. When such payment is received, the Company
covenants and agrees to issue and deliver to the Optionee share certificates in
the name of the Optionee for the number of shares so purchased.
4. This is an option agreement only and does not impose upon the Optionee any
obligation to take up and pay for any of the shares under option.
5. The option herein granted shall be non-transferable, non-assignable or
negotiable by the Optionee otherwise than by Will or the law of intestacy and
the option may be exercised during the lifetime of the Optionee only by the
Optionee.
6. If the Optionee should die while he is a Director of the Company, the
option herein granted may then be exercised by his legal heirs or personal
representatives to the same extent as if the Optionee were alive and a Director
of the Company for a period of six (6) months after the death of the Optionee
but only for such shares as the Optionee was entitled to at the date of the
death of the Optionee.
7. Subject to paragraph 5 hereof, the option herein granted shall cease and
become null and void following the thirtieth day after which the Optionee ceases
to act as a Director of the Company for any reason other than death.
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8. The provisions of the agreement and the exercise of the rights
hereinbefore granted to the Optionee are subject to the approvals of the
applicable regulatory authorities and the shareholders of the Company; provided,
however, that in the event that such approvals are not obtained within 12
months of the date of this agreement, then this agreement shall from that date
be null and void and of no further force and effect.
9. The Optionee hereby acknowledges that, in the event the Optionee is an
insider of the Company, the option herein granted may not be exercised in full
or in part until this agreement has been approved by the shareholders at a
general meeting of the Company.
10. In the event of any subdivision, consolidation or other change in the share
capital of the Company while any portion of the options hereby granted are
outstanding, the number of shares under option to the Optionee and the price
thereof shall be deemed adjusted in accordance with such subdivision,
consolidation or other change in the share capital of the Company.
11. The Company hereby covenants and agrees to and with the Optionee that it
will reserve in its treasury sufficient shares to permit the issuance and
allotment of shares to the Optionee upon full exercise of the option herein
granted.
12. If at any time during the continuance of this agreement, the parties hereto
deem it necessary or expedient to make any alteration or addition to this
agreement, they may do so by means of a written agreement between them which
will be supplemental hereto and form part hereof and which will be subject to
the approval of the Canadian Venture Exchange and the shareholders at a general
meeting of the Company and/or any requirements of the securities regulatory
bodies in effect at that time.
13. This agreement may be executed in several parts in the same form and such
parts as so executed will together constitute one original agreement, and such
parts, if more than one, will be read together as if all the signing parties
hereto had executed one copy of this agreement.
14. This agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, and
successors.
15. Wherever the plural or masculine are used throughout this agreement, the
same shall be construed as meaning singular or feminine or neuter or the body
politic where the context of the parties thereto require.
16. The Optionee hereby acknowledges and confirms that he has obtained
independent legal advise with respect to this agreement and understands and is
aware that the securities of the Company have not been registered under the
Securities Act of 1933, as amended, and
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that the granting of this option is conditional upon its being exempt from the
application of the Securities Act of 1933 and any applicable state laws. The
Optionee covenants with and to the Company that he will exercise the option
herein granted, and dispose of the shares thereby acquired, only in accordance
with all applicable laws.
IN WITNESS WHEREOF the parties have hereunto caused these presents to be
executed as of the day and year first above written.
The COMMON SEAL of )
MODERN RECORDS, INC in the )
presence of: )
) c/s
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)
SIGNED, SEALED AND DELIVERED )
by S. XXXXXXX XXXXXXX in the )
presence of: )
)
)
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Witness ) S. Xxxxxxx Xxxxxxx
This is page 4 to that certain Incentive Stock Option Agreement between MODERN
RECORDS, INC. and S. XXXXXXX XXXXXXX dated as of the 28th day of January 2000.
