EXHIBIT 10.9
FORM OF STOCK OPTION AGREEMENT
INCENTIVE STOCK OPTION AGREEMENT made this 15th day of September,
1999.
BETWEEN:
EMPLOYEE
(hereinafter referred to as the "Optionee")
OF THE FIRST PART
AND:
CARBITE GOLF INC., a company duly incorporated pursuant to
the laws of the Province of British Columbia and having
its registered and records office located at 2700 - 000
Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(hereinafter referred to as the "Company")
OF THE SECOND PART
WHEREAS:
A. The Optionee (or in the event that the Optionee is a corporation, the
individual who owns all of the issued and outstanding shares of such
corporation), is a Director, Senior Officer, Employee or Consultant of the
Company, or its subsidiaries;
B. The Company desires to grant the Optionee an option to purchase common
shares in the capital of the Company;
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the
sum of $1.00 given by the Optionee to the Company and other good and valuable
consideration (the receipt and sufficiency of which is acknowledged by the
Company) the parties hereto agree as follows:
1. Subject to the provisions hereof, as an incentive to the Optionee and
not as an inducement to employment or continued employment by the Company, the
Company grants to the Optionee an option to purchase, from time to time, a total
of ONE HUNDRED FIFTY THOUSAND (150,000) common shares in its share capital (the
"Option") at an exercise price of $0.70 per share, exercisable on or before
September 15, 2000 (the "Expiry Date").
2. In order to exercise the Option, the Optionee shall, no later than
5:00 p.m. (Vancouver time) on the Expiry Date give written notice to the Company
of the Optionee's intention to exercise the Option in whole or in part, such
notice to be accompanied by cash or certified cheque, payable to the Company in
the amount equal to the number of shares being purchased under the Option.
-2-
3. The Option shall be in full force and effect and exercisable only so
long as the Optionee shall continue to serve in the capacity as a Director,
Senior Officer, Employee or Consultant of the Company, and for a period of
thirty (30) calendar days after the Optionee ceases to serve in such capacity
(the "Termination Date"). This Option shall terminate and shall therefore not be
exercisable by the Optionee after 5:00 p.m. (Vancouver time) on the Termination
Date. In the event that the Optionee dies during the term of the Option, any
unexercised portion of the Option shall be available for exercise by the
Optionee's heirs or administrators, prior to the Expiry Date, and within 180
days after the date of the Optionee's death.
4. In the event that the Optionee is not a Director or Senior Officer of
the Company, or its subsidiaries (as such terms are defined in the Securities
Act (British Columbia)), the Optionee represents and warrants that it is an
Employee in accordance with one of the following definitions:
(a) under the terms of the Optionee's employment contract, the Company is
required to make deductions at source for income tax, unemployment
insurance and Canada Pension Plan and that the Optionee is to receive
all salary net of these amounts; or
(b) the Optionee is fully responsible to remit applicable income tax,
unemployment insurance and Canada Pension Plan payments and that the
Company does not deduct any such remittances from the Optionee's
salary. The Optionee further represents and warrants that it is a term
of the Optionee's contract with Company that the Optionee shall at all
times abide by and carry out directions given by the Board of
Directors and Senior Officers of the Company within the scope of the
Optionee's duties; or
(c) the Optionee is a "Consultant" who:
i) provides ongoing consulting services to the Company under a
written contract;
ii) possesses technical, business or management expertise of value to
the Company or an affiliate of the Company; and
iii) spends a significant amount of time and attention on the business
and affairs of the Company or an affiliate of the Company.
5. The Option granted is personal to the Optionee and may not be assigned
nor transferred in whole or in part.
6. This Agreement or any amendments to this Agreement shall be subject to
the prior approval of the Vancouver Stock Exchange.
7. In the event that the Optionee is an insider of the Company, as that
term is defined in section 1(1) of the Securities Act (British Columbia) (an
"Insider"), the Optionee agrees not to exercise the Option prior to the approval
of the grant of the Option by the shareholders of the Company. For the purposes
of this paragraph, approval of the shareholders may be obtained in advance of
the grant of the Option hereunder, by way of blanket or omnibus resolution
authorizing the Company's Board of Directors to grant Options to Insiders. If
the shareholders do not approve the Option, then the Option and this Agreement
shall be null and void as of the date of execution.
-3-
8. In the event the Optionee is a resident of the United States, the shares
represented by this option, once exercised, will not have been registered under
the United States Securities Act of 1933 (the "Act") or any State securities
laws, and will be "RESTRICTED SECURITIES" as that term is defined in Rule 144
under the Act. The shares, once issued, may not be offered for sale, sold or
otherwise transferred within the United States except pursuant to an Effective
Registration Statement under the Act and any applicable State securities laws,
or pursuant to an exemption from registration under the Act, the availability of
which will be established to the satisfaction of the Company.
9. Any amendment to this Agreement shall be subject to the approval of
the shareholders of the Company if the Optionee was an Insider at the time of
the granting the Option, or is an Insider of the Company at the time of the
amendment, which approval may also be obtained in advance by blanket or omnibus
resolution.
10. Notwithstanding anything to the contrary contained herein, the Option
and this Agreement shall be governed under the terms of Plan, as it may exist
from time to time, and in the event of any inconsistencies between this
Agreement and the Plan, the terms of the Plan shall prevail.
11. In the event that there is any change in the common shares of the
Company through the declaration of stock dividends, stock splits,
consolidations, exchanges of shares, or otherwise, the number of common shares
subject to Option and the option price shall be adjusted appropriately by the
Company, at its discretion, and such adjustment shall be effective and binding
for all purposes of this Agreement.
12. In the event that the Company shall amalgamate, consolidate with, or
merge into another corporation, the Optionee will thereafter receive, upon the
exercise of the Option, the securities or property to which a holder of the
number of common shares then deliverable upon the exercise of the Option would
have been entitled to upon such amalgamation, consolidation, or merger. The
Company agrees to take such reasonable steps in connection with such
amalgamation, consolidation, or merger as may be necessary to ensure that the
provisions hereof shall thereafter be applicable, as near as reasonably
possible. A sale of all or substantially all of the assets of the Company for
consideration (apart from the assumption of obligations), a substantial portion
of which consists of securities shall be deemed a consolidation, amalgamation or
merger for the purposes hereof.
13. In the event that the Optionee is a corporation, the Optionee
represents and warrants that all of its issued and outstanding shares are owned
by a Director, Senior Officer, Employee or Consultant of the Company or its
subsidiaries, and the Optionee hereby agrees to complete the "Certification and
Undertaking Required from a Corporation granted an Incentive Stock Option" as
prescribed by the VSE and attached hereto and represents and warrants that the
certifications set forth in such document are true and correct.
14. This Agreement shall enure to the benefit of and be binding upon the
parties hereto and upon the successors or assigns of the Company and upon the
executors, administrators and legal personal representatives of the Optionee.
15. This Agreement shall be governed, construed and enforced according to
the laws of the Province of British Columbia and is subject to the exclusive
jurisdiction of the courts of the Province of British Columbia.
16. Whenever the singular or masculine are used throughout this Agreement,
the same shall be construed as being the plural or feminine or neuter where the
context so requires.
17. The parties agree to execute such further documents and assurances as
may be required to effect the intent hereof.
-4-
18. The Optionee agrees to abide by the provisions of applicable
securities laws in the exercise and disposition of any common shares of the
Company acquired pursuant to the exercise of the Option.
19. The Optionee and the Company may execute this Agreement in two or more
counterparts, each of which is deemed to be an original and all of which
constitute one agreement, effective as of the date first above written.
IN WITNESS WHEREOF the parties hereto have hereunto executed these
presents as of the day and year first above written.
THE COMMON SEAL OF )
CARBITE GOLF INC. )
was hereunto affixed in )
the presence of: )
) C/S
)
______________________________ )
Authorized Signatory )
SIGNED, SEALED AND DELIVERED )
by EMPLOYEE in the )
presence of: )
)
______________________________ ) _______________________
Name ) NAME
)
______________________________ )
Address )
)
______________________________ )
Occupation )
