IMAGICTV INC.
FORM OF SHARE OPTION AGREEMENT
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THIS AGREEMENT made as of the date set out on the signing page hereof,
between ImagicTV Inc. (the "Corporation") and the employee, consultant, manager,
or director of the Corporation named in the table below (the "Optionholder").
WHEREAS:
(a) the Corporation has established an Employee Share Option Plan (the
"Plan") under which options to purchase common shares of the Corporation are
granted to employees, consultants, managers, and directors in order to
incentivize such individuals to exert their best efforts on behalf of the
Corporation; and
(b) the Corporation has agreed to permit the Optionholder to participate
in the Plan, in accordance with the terms of this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration for the grant
of options to the Optionholder, and the mutual promises made herein, the parties
hereto agree as follows:
1. Grant of Options. The Corporation hereby grants to the Optionholder
an option (the "Option") to purchase such number of Class C Common Non-Voting
shares of the Corporation (the "Plan Shares") as is set out next to the heading
"Number of Plan Shares" in the table below, subject to the vesting and other
provisions of this Agreement. The terms of the Option are as follows:
Optionholder:
Date of Grant:
Class of Share: Class C Common Non-Voting
Exercise Price Per Share ("Exercise Price"):
Number of Plan Shares:
Expiration Date:
2. Exercise Schedule. The Vesting Commencement Date ("VCD") shall mean the
Date of Grant or such date as may be set by the Board, but shall not be earlier
than the date of commencement of employment or service with the Corporation. On
or after the Vesting Commencement Date, Options will be exercisable in the
following installments:
Percentage of Total Number of Plan Exercise Period
Shares Which May Be Purchased
25% From the first anniversary of the VCD to and including
the seventh anniversary of the VCD.
25% From the second anniversary of the VCD to and
including the seventh anniversary of the VCD.
25% From the third anniversary of the VCD to and
including the seventh anniversary of the VCD.
25% From the fourth anniversary of the VCD to and
including the seventh anniversary of the VCD.
The Optionholder understands and agrees that the Option is granted subject to
and in accordance with the terms of the ImagicTV Employee Share Option Plan, as
it may be amended from time to time, (the "Plan"), a copy of which is attached
hereto as Exhibit A and forms part of this Agreement. On or after the VCD,
Options will be exercisable by means of executing the Notice of Exercise, a copy
of which is attached hereto as Exhibit B, and forms part of this Agreement, such
exercise subject to the terms of this Agreement. The Optionholder agrees to be
bound by the terms of the Plan and the terms of this Agreement.
3. No Employment or Service Contract. Nothing in this Agreement nor in the
attached Plan shall confer upon Optionholder any right to continue in service or
employment with the Corporation for any period of specific duration or interfere
with or otherwise restrict in any way the rights of the Corporation (or any
affiliate of the Corporation employing or retaining the services of the
Optionholder ), or of the Optionholder, which rights are hereby expressly
reserved by each to terminate Optionholder's service at any time for any
reason.
4 General
(a) This Agreement shall enure to the benefit of and be binding upon the
respective heirs, executors, administrators, successors and permitted assigns of
the parties hereto. The Optionholder may not assign this Agreement.
This Agreement constitutes the entire agreement between the parties hereto with
respect to the issuance of Options as provided in Section 1 herein and cancels
and supersedes any prior understandings and agreements between the parties with
respect such issuance of Options. There are no representations, warranties,
terms, conditions, undertakings or collateral agreements, express, implied or
statutory, between the parties other than as expressly set forth in this
Agreement.
(b) Any demand, notice or other communication to be given in connection with
this Agreement shall be given in writing and may be given by personal delivery
or by registered mail addressed to the recipient as follows:
To the Optionholder:
At the address set out below.
To the Corporation:
ImagicTV Inc.
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Attention: Chief Executive Officer
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or such other address, as may be designated by written notice by a party to the
other. Any such notice given by personal delivery shall be conclusively deemed
to have been given on the day of actual delivery thereof and, if given by
registered mail, on the fifth business day following the deposit thereof in the
mail.
IN WITNESS WHEREOF the parties have executed this Agreement as of the date
set out below.
DATED:
IMAGICTV INC.
By:________________________
OPTIONHOLDER
___________________________
Address:
___________________________
___________________________
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