EXHIBIT 10.8
SHARE OPTION AGREEMENT
MEMORANDUM OF AGREEMENT made as of the 12 day of August, 1999 between
Trancom Industries Inc., a Colorado corporation (the "Corporation") and Xxxxxxx
Xxxx, as a Director of the Corporation (the "Optionee").
WHEREAS, the Board of Directors of the Corporation has agreed that options
to purchase common shares of the Corporation shall be granted to the Optionee as
hereinafter provided for;
NOW, THEREFORE in consideration of the services provided and to be provided
by the Optionee to the Corporation, this Agreement witnesses and it is
understood and agreed by and between the parties as follows:
1. Grant of Option. Subject to the provisions hereinafter contained, the
Corporation gives and grants to the Optionee the option, irrevocable unless
otherwise terminated under the provisions of this Agreement, to purchase Two
Hundred and Fifty Thousand (250,000) common shares of the Corporation (the
"Optioned Shares"), as presently constituted, at a price of US $0.05 per share
on the terms and conditions set forth herein, up to and including, the fifth
(5th) annual anniversary hereof (the "Expiration Date").
2. Term of Option. This option shall wholly terminate at the Expiration
Date with respect to any shares which shall not have been purchased hereunder by
that date.
3. Manner of Exercise. This option shall be exercised by notice in writing
given by the Optionee to the Corporation at its address for notice set out in
clause 11 hereof (as changed from time to time thereunder), specifying the
number of shares in respect of which it is exercised and accompanied by payment
in cash or certified check for the purchase price of all of the shares specified
in such notice, calculated in accordance with clause 1 hereof. As soon as
practicable following receipt of the notice and payment aforesaid, the
Corporation shall cause to be issued in the name of the Optionee a certificate
representing the shares in respect of which the option shall have been
exercised.
4. Cessation of Employment or Office. In the even of the Optionee ceasing
to be a director, officer or full-time employee of the Corporation, this option
shall terminate and become null and void as to any shares not taken up and paid
for pursuant hereto on the date (the "Termination Date") which is the first to
occur of:
a) The expiration of 90 days following the date of termination of resignation;
or
b) The Expiration Date:
Provided that, the number of common shares of the Corporation that the Optionee
shall be entitled to purchase until the Termination date shall be the number of
common shares which the Optionee was entitled to purchase of the date the
Optionee ceased to be an officer, director or full-time employee of the
Corporation.
5. Death of Optionee. In the event of the death of the Optionee during the
term of this option while the Optionee is still in the service of the
Corporation, the Optionee's legal personal representative shall have the right
to exercise this option to purchase any shares which the Optionee would have
been entitled to purchase under the terms hereof at the time of death, which
right shall be exercisable at any time prior to the earlier of:
a) The expiration of six months following the date of death; or
b) The Expiration Date.
6. Adjustments in Even of Change of Common Shares. In the event, at any
time or from time to time, that the share capital of the Corporation, as
presently constituted, shall be consolidated or subdivided prior to the exercise
by the Optionee, in full, of this option in respect of all of the shares granted
herein or the Corporations hall pay a dividend upon its common shares by way of
issuance to the holders thereof of additional common shares, this option with
respect to any shares which have not been purchased hereunder at the time of any
such consolidation, subdivision or stock dividend shall be proportionately
adjusted so that the Optionee shall from time to time, upon the exercise of this
option, be entitled to receive the number of shares of the Corporation he would
have held following such consolidation, subdivision or stock dividend if the
Optionee had purchased the shares and held such shares immediately prior to such
consolidation, subdivision or stock dividend.
7. Merger, Amalgamation or Sale. If, during the term of this option, the
Corporation shall become merged or amalgamated in or with any other corporation
or shall sell the whole or substantially the whole of its assets and undertaking
for shares or securities of another corporation, the Corporation will make
provision that, upon the exercise of this option during its unexpired period
after the shares of the continuing or successor corporation in such merger or
amalgamation or of the securities or shares of the purchasing corporation as he
would have received as a result of such merger, amalgamation or sale if the
Optionee had purchased shares of the Corporation immediately prior thereto for
the same consideration paid on the exercise of this option and had held such
shares on the effective date of such merger, amalgamation or sale. Upon such
provision being made, the obligated of the Corporation to the Optionee in
respect of its shares then remaining subject to this option shall terminate and
be at an end.
8. Assignment. This option shall not be assignable by the Optionee either
in whole or in part and, upon any purported assignment being made in
contravention of the terms hereof, this option shall become null and void and of
no further force or effect.
9. Enurement. Except as otherwise set forth herein, this Agreement shall be
binding upon and enure to the benefit of the heirs, executors, administrators
and successors of the Optionee and of the Corporation, respectively.
10. Time. Time shall be of the essence of this Agreement.
11. Notice. All notices required or allowed to be given under this
Agreement shall be made either personally or by mailing the same by prepaid
registered post to:
The Optionee: Xxxxxxx Xxxx
00 Xxxxxx Xxxxxx, Xxxx 0
Xxxxxxxxx, Xxxxxxx X0X 0X0
The Corporation: Trancom Industries, Inc.
Attn: Xxxxxxx Xxxxxx
00 Xxxx Xxxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Notices delivered personally shall be deemed to be received on the day of
delivery, Saturdays Sundays and statutory holidays excepted; notices given by
mail shall be deemed to have been received by the addresses on the fourth
business day following the date of mailing. Either party may change its address
for notice hereunder in the above manner.
12. Obligation to Purchase. Nothing herein contained or done pursuant
hereto shall obligate the Optionee to purchase and/or pay for any shares except
those shares in respect of which the Optionee shall have exercised his option to
purchase in the manner herein before provided.
13. Rights Prior to Exercise. The Optionee shall have no rights whatsoever
as a shareholder in respect of any of the shares subject to this Agreement
(including any right to receive dividends or other distributions therefrom or
thereon) other than in respect of shares in respect of which the Optionee shall
have exercised his option to purchase hereunder and which the Optionee shall
have actually taken up and paid for.
14. Regulatory Approvals. This Agreement shall not become effective until
the approval of any stock exchange on which the Corporation's common shares are
traded is obtained to the granting of the option provided for herein. In the
event that such approval of such stock exchange is not so obtained within ninety
(90) days from the date hereof, this Agreement shall terminate and cease to be
of any force and effect.
IN WITNESS WHEREOF, the parties hereto have hereunto executed and delivered
this Agreement as of the day and year first above written.
Trancom Industries, Inc.
By: /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, President
/s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx
