EXHIBIT 22
THIS OPTION AGREEMENT is made as of
the day of ,199 .
BETWEEN:
THE XXXXXX GROUP INC., a body corporate duly incorporated and existing
under the laws of the Province of British Columbia and having its
principal place of business at 0000 Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx
Xxxxxxxx, Xxxxxx, X0X 0X0, or nominee,
(the "Company")
OF THE FIRST PART
AND:
, a director of Xxxxxx Group International, Inc. the
wholly owned United States subsidiary of the Company ("LGII"),
residing in Houston.
(the "Optionee")
OF THE SECOND PART
WHEREAS:
A. The Company has adopted an Employee Stock Option Plan (the "Option
Plan") for the purpose of promoting the interests of the Company by furnishing
certain of its employees and directors (whether directors of Company or LGII),
as designated from time to time by the Company, with greater incentive to
develop and promote the business and financial success of the Company and by
furthering the identity of interest of such
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employees or directors with those of the shareholders generally of the Company,
through share ownership in the Company;
B. The Optionee is a bona fide director of LGII; and
C. The Company considers that the grant to the Optionee of options
pursuant to the Option Plan will serve the purposes and assist in achieving the
objectives of the Option Plan.
NOW THEREFORE, in consideration of the premises and the mutual
covenants set out below and for other good and valuable consideration, the
parties agree as follows:
SECTION 1 - DEFINITIONS
In this Agreement:
(a) "directors" means the Board of Directors of the Company, as
constituted from time to time;
(b) "Option" means any option to acquire Shares granted hereby;
(c) "Option Period" means, with respect to any Option, the period within
which the Option may be exercised;
(d) "Personal Representative" of an Optionee means any trustee in
bankruptcy of such Optionee, any receiver or receiver-manager of the
property of such Optionee, any assignee for the benefit of the
creditors of such Optionee, any execution creditor of such Optionee,
the heir, executor, administrator, successor, legal representative,
assign or committee of such Optionee, or any other person who stands
in a like relationship to such Optionee;
(e) "Option Plan" means the Employee Stock Option Plan adopted by the
Company as of November 21, 1986, as amended or modified from time to
time pursuant to the terms thereof;
(f) "Shares" means the Common Shares in the capital stock of the Company.
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SECTION 2 - GRANT, PRICE
(a) Subject to the provisions of this Agreement, the Company hereby grants
to the Optionee the Options listed below, which Options are
exercisable in the manner and on the terms set out in this Agreement:
(i) an option to acquire 1,000 Shares exercisable at any time
commencing after the date that is 12 months after the date of
this Agreement and terminating as provided in Section 3; and
(ii) an option to acquire 1,000 Shares exercisable at any time
commencing after the date that is 24 months after the date of
this Agreement and terminating as provided in Section 3;
(b) The exercise price for the Options will be $ per share,
dollars.
SECTION 3 - TERMINATION OF OPTION
Each Option will expire and terminate at 11:59 p.m. (Pacific Standard
time) upon the earliest to occur of the following:
(a) the day which is ten years after the date of this Agreement;
(b) forty-five (45) days after the day the Optionee ceases to be a
director of LGII;
(c) the day that the Optionee is declared bankrupt or makes any assignment
for the benefit of his creditors, or the day of the appointment of a
receiver or receiver-manager of the property of the Optionee; or
(d) the day after a court appoints a committee of the estate of the
Optionee on the grounds that he is incapable, by reason of physical or
mental infirmity, of managing his affairs.
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SECTION 4 - NON-TRANSFERABILITY OF OPTION
Options are not transferable. Options that, at the date of Optionee's
death, are exercisable in accordance with the terms of Section 2 of this
Agreement, may be exercised by the Optionee's heirs or administrator or the
executor or Trustee of his last will and testament as soon as is legally
possible after the Optionee's death. Any such exercise may not take place more
than two years after the date of the Optionee's death without the prior written
consent of the Company, such consent not to be unreasonably withheld.
SECTION 5 - EXERCISE
(a) Subject to the terms and conditions of this Agreement, an Option may
be exercised only by delivering to the Company, on any day within the
Option Period in respect of that Option, written notice of such
exercise. The notice will be signed by the Optionee and dated the
date of exercise, will identify the Option being exercised, and state
the exercise price pursuant to clause 2(b) preceding.
(b) Each notice referred to in this section will be accompanied by full
payment for the Shares being acquired under the Option, which payment
will be made in lawful money of Canada or the United States as the
case may be.
(c) The delivery of notice and the required payment in respect of a
validly exercisable Option will, provided they are in compliance with
this section, constitute a sale on the date of delivery of the notice,
and the Company so declares and agrees.
(d) A certificate representing the Shares acquired by the Optionee will be
issued and delivered to the Optionee by the Company as soon as
practicable after receipt of the notice and payment.
SECTION 6 - ADJUSTMENT OF THE NUMBER OF SHARES
The directors will adjust the number of Shares covered by any Option
in a manner which is equitable to reflect any change in the capitalization of
Company including, but not limited to, such changes as stock dividends,
consolidations and subdivisions of shares or changes resulting from an
amalgamation of the Company with one or more corporations. If any adjustment
under this section would create a fractional share or a right to acquire a
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fractional share, such fractional share will be disregarded and the number of
Shares covered by any Option will be the next lower whole number of Shares,
rounding all fractions downward. The directors will adjust the exercise price
under any Option in an equitable manner if the number of Shares covered by the
Option is adjusted pursuant to this section. Each adjustment made by the
directors pursuant to this section will be conclusive and binding on the Company
and the Optionee.
SECTION 7 - COVENANTS AND AGREEMENTS OF THE COMPANY
The Company will reserve or cause to be reserved for allotment from
time to time out of the authorized but unissued Shares of the Company sufficient
Shares for issue to the Optionee under all Options.
SECTION 8 - ADMINISTRATION OF THE OPTION PLAN
The Options have been granted pursuant to the Option Plan administered
by the Board of Directors of the Company.
SECTION 9 - SPOUSES OF OPTIONEES
If, upon the occurrence of one or more of the following events:
(a) the execution of a separation agreement between the Optionee and his
spouse (as defined in any applicable legislation);
(b) the making of a declaratory judgement that the Optionee and his spouse
have no reasonable prospect of reconciliation with each other;
(c) the making of an order for dissolution of the marriage of the Optionee
or the judicial separation of the Optionee from his spouse; or
(d) the making of an order declaring the marriage of the Optionee null and
void,
or any similar event, there ensues any legal action to which the spouse of the
Optionee seeks an order of the court declaring that such spouse is entitled to
an interest in any
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Option granted hereby, then the Optionee will do all things reasonably necessary
in order to ensure that his spouse will not obtain such an order, including
indicating to the court his willingness to compensate his spouse for not
obtaining such interest by offering to allow to such spouse a greater share of
other family assets of equivalent value.
SECTION 10 - NOTICES
Any notice relating to this Agreement will be in writing and will be
deemed to have been delivered if mailed by prepaid registered mail or certified
mail:
(a) if to the Optionee, to his address as shown above, or upon notice of
another address for the purposes of this Agreement, then to such other
address as the Optionee will have most recently advised the Company by
notice in writing given hereunder, and
(b) if to the Company, to the Company's address as shown above, or to such
other address as the Company will have most recently advised the
Optionee by notice in writing given hereunder.
Any notice will be deemed to have been delivered to the party to whom it is
addressed, if delivered, when delivered, and if mailed, on the third business
day (exclusive of Saturdays, Sundays and statutory holidays) after the same is
mailed as aforesaid provided that if, due to a disruption in mail service
because of a labour dispute or for any other reason at the place of mailing or
at its addressed destination or any intermediate point through which the mail is
shipped, the mail is not picked up, dealt with, transmitted or delivered in its
ordinary course, then a notice mailed as aforesaid will not be deemed to be
delivered as aforesaid but will be deemed to be delivered when actually
received.
SECTION 11 - SEVERABILITY OF INVALID PROVISIONS
If all or any part of any provision of this Agreement should be found
and determined to be invalid, illegal or unenforceable, the remainder of this
Agreement will continue to be binding on the parties as if the provision or part
thereof had been deleted from this Agreement.
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SECTION 12 - ASSIGNMENT
This Agreement may not be assigned in whole or in part by the
Optionee.
SECTION 13 - BURDEN AND BENEFIT
This Agreement will be binding upon the parties hereto and will enure
to the benefit of and be binding upon the successors and assigns of the Company
and will be binding upon the heirs, successors, legal representatives,
executors, administrators and assigns of the Optionee. The Optionee
acknowledges that all covenants of the Optionee hereunder will bind his Personal
Representative, and any notices required or permitted to be delivered hereunder
to the Optionee will be deemed to be delivered if delivered to or by the
Personal Representative of the Optionee in accordance with the Provisions of
this Agreement.
SECTION 14 - SECURITIES LAWS
Upon exercise of the rights granted under this Agreement, the Optionee
agrees that he will acquire Shares for investment only and will not transfer any
Shares acquired pursuant to this Agreement so as to result in a distribution in
violation of any applicable federal and state securities laws. The Optionee
understands and agrees that any shares which may be issued pursuant to this
Agreement may have such legends and restrictions on them and be subject to such
stop-transfer instructions as the Company determines to be necessary or
appropriate, and further agrees to execute such agreements regarding transfer of
such Shares as the Company or its counsel may deem advisable. The Optionee
agrees that the Company shall not be required to register any Shares acquired by
the Optionee and that the Optionee may be required to hold such Shares
indefinitely in the absence of registration or an exemption from registration
under applicable securities laws.
SECTION 15 - TIME
Time will be of the essence in this Agreement.
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SECTION 16 - LAW GOVERNING
This Agreement will be governed by, and construed in accordance with,
the laws of the Province of British Columbia, Canada.
SECTION 17 - INTERPRETATION OF AGREEMENT
Unless the context otherwise requires, words importing the singular
include the plural and vice versa and words importing gender include all
genders.
IN WITNESS WHEREOF, the Company has affixed its corporate seal in the
presence of its authorized officers and the Optionee has hereunto set his hand
and seal, all as of the year and day first above written.
BY THE COMPANY:
THE COMMON SEAL OF THE )
COMPANY was hereunto )
affixed in the presence of: ) C/S
)
)
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Director )
BY THE OPTIONEE:
SIGNED AND DELIVERED )
by )
in the presence of: )
)
)
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Signature )
)
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Name )
)
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Address )
)
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Occupation )
