Exhibit 6.32
iQ POWER TECHNOLOGY INC.
1998 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
THIS AGREEMENT is entered into as of the _______ day of ________________, 1998
("Date of Grant") between
iQ Power Technology Inc., a Canadian corporation (the "Corporation"),
and
*(the "Optionee").
WHEREAS, the Board of Directors of the Corporation (the "Board") has approved
the 1998 Stock Option Plan (the "Plan"), pursuant to which the Board is
authorized to grant to employees and other selected persons stock options to
purchase common stock, no par value, of the Corporation (the "Stock");
WHEREAS, the Plan Administrator (the "Plan Administrator") appointed by the
Board has authorized the grant to the Optionee of options to purchase a total of
* shares of Stock (the "Options");
NOW, THEREFORE, the Corporation agrees to offer to the Optionee the option to
purchase, upon the terms and conditions set forth herein, * shares of Stock.
Capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Plan.
1. Exercise Price. The exercise price of the Options shall be US$1.00 per share.
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2. Limitation on the Number of Shares. If the Options granted hereby are
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Incentive Stock Options, the number of shares which may be acquired upon
exercise thereof is subject to the limitations set forth in Section 5(a) of the
Plan.
3. Vesting Schedule. The Options are exercisable in accordance with the
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following vesting schedule:
(a) all Options may be exercised effective from the Date of Grant.
The vesting of one or more outstanding Options may be accelerated by the Plan
Administrator at such times and in such amounts as it shall determine in its
sole discretion. The vesting of Options also shall be accelerated under the
circumstances described in Sections 5(m) and 5(n) of the Plan.
4. Options not Transferable. This Option and the rights and privileges conferred
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by this Agreement may not be transferred, assigned, pledged or hypothecated in
any manner (whether by operation of law or otherwise) other than by will and by
applicable laws of descent and distribution and shall not be subject to
execution, attachment or similar proce
Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of any Option or of any right or
privilege conferred by this Agreement contrary to the provisions hereof, or upon
the sale, levy or any attachment or similar process upon the rights and
privileges conferred by this Agreement, such Option shall thereupon terminate
and become null and void.
5. Investment Intent. By accepting the Option, the Optionee represents and
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agrees that none of the shares of Stock purchased upon exercise of the Option
will be distributed in violation of applicable federal and state laws and
regulations. In addition, the Corporation may require, as a condition of
exercising the Options, that the Optionee execute an undertaking, in such a form
as the Corporation shall reasonably specify, that the Stock is being purchased
only for investment and without any then-present intention to sell or distribute
such shares.
6. Termination of Employment and Options. Vested Options shall terminate, to the
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extent not previously exercised, upon the occurrence of the first of the
following events:
(i) Expiration: five (5) years from the Date of Grant.
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(ii) Termination Due to Death or Disability: The expiration of one (1) year
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from the date of the death of the Optionee or cessation of an Optionee's
employment or contractual relationship by reason of Disability (as defined
in Section 5(g) of the Plan). If an Optionee's employment or contractual
relationship is terminated by death, any Option held by the Optionee shall
be exercisable only by the person or persons to whom such Optionee's rights
under such Option shall pass by the Optionee's will or by the laws of
descent and distribution of the state or county of the Optionee's domicile
at the time of death.
(iii) Termination for Cause. The date of an Optionee's termination of
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employment or contractual relationship with the Corporation or any Related
Corporation for cause (as defined in Section 5(n) of the Plan.
(iv) Termination for Any Other Reason: The expiration of ninety (90) days
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from the date of an Optionee's termination of employment or contractual
relationship with the Corporation for any reason whatsoever other than
cause, death or Disability (as defined in Section 5(g) of the Plan).
Notwithstanding the occurrence of one of the above events, the exercise period
of an Option may be extended by resolution of the Plan Administrator until a
date not later than the expiration date of the Option. Each unvested Option
granted pursuant hereto shall terminate immediately upon termination of the
Optionee's employment or contractual relationship with the Corporation for any
reason whatsoever, including death or Disability unless vesting is accelerated
in accordance with Section 5(f) of the Plan.
7. Stock. In the case of any stock split, stock dividend or like change in the
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nature of shares of Stock covered by this Agreement, the number of shares and
exercise price shall be proportionately adjusted as set forth in Sections 5(m)
of the Plan.
8. Exercise of Option. Options shall be exercisable, in full or in part, at any
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time after vesting, until termination. If less than all of the shares included
in the vested portion of any Option are purchased, the remainder may be
purchased at any subsequent time prior to the expiration of the Option term. No
portion of any Option for less than fifty (50) shares (as adjusted pursuant to
Sections 5(m) and (n) of the Plan) may be exercised; provided, that if the
vested portion of any Option is less than fifty (50) shares, it may be exercised
with respect to all shares for which it is vested. Only whole shares may be
issued pursuant to an Option, and to the extent that an Option covers less than
one (1) share, it is unexercisable.
Options or portions thereof may be exercised by giving written notice to the
Corporation (which may be in the form attached hereto as Exhibit A) which notice
shall specify the number of shares to be purchased and be accompanied by either:
(i) the aggregate exercise price in cash or by certified or cashier's
check. In addition, upon approval of the Plan Administrator, an Optionee
may pay for all or any portion of the aggregate exercise price by
delivering to the Corporation shares of Stock previously held by such
Optionee or, with the prior consent of the Plan Administrator, by having
shares withheld from the amount of Stock to be received by the Optionee.
The shares of Stock received or withheld by the Corporation as payment for
shares of Stock purchased on the exercise of Options shall have a fair
market value at the date of exercise (as determined by the Plan
Administrator) equal to the aggregate exercise price (or portion thereof)
to be paid by the Optionee upon such exercise; or
(ii) upon prior consent of the Plan Administrator, delivery of an
irrevocable subscription agreement obligating the Optionee to take and pay
for the shares of Stock to be purchased within one year of the date of such
exercise.
The Corporation shall not be obligated to issue, transfer or deliver a
certificate of Stock to any Optionee, or to his personal representative, until
the aggregate exercise price has been paid for all shares for which the Option
shall have been exercised and adequate provision has been made by the Optionee
for satisfaction of any tax withholding obligations associated with such
exercise. During the lifetime of the Optionee, Options are exercisable only by
the Optionee.
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It is a condition precedent to the issuance of shares of Stock that the Optionee
execute and deliver to the Corporation a Stock Transfer Agreement, in a form
acceptable to the Corporation, to the extent required pursuant to the terms
thereof.
9. Subject to the 1998 Stock Option Plan. The terms of the Options are subject
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to the provisions of the Plan, as the same may be amended from time to time, and
any inconsistencies between this Agreement and the Plan, as the same may be
amended from time to time, shall be governed by the provisions of the Plan, a
copy of which has been delivered to the Optionee, and which is available for
inspection at the principal offices of the Corporation.
10. Professional Advice. The acceptance of the Options and the sale of Stock
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issued pursuant to the exercise of Options may have consequences under tax and
securities laws which may vary depending upon the individual circumstances of
the Optionee. Accordingly, the Optionee acknowledges that he or she has been
advised to consult his or her personal legal and tax advisor in connection with
this Agreement and his or her dealings with respect to Options for the Stock.
11. No Rights as a Shareholder. The Optionee shall have no rights as a
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shareholder with respect to any shares covered by an Option until the Optionee
becomes a record holder of such shares, irrespective of whether the Optionee has
given notice of exercise. Subject to the provisions of Sections 5(m) of the
Plan, no rights shall accrue to the Optionee and no adjustments shall be made on
account of dividends (ordinary or extraordinary, whether in cash, securities or
other property) or distributions or other rights declared on, or created in, the
Stock for which the record date is prior to the date the Optionee becomes a
record holder of the shares of Stock covered by the Option, irrespective of
whether the Optionee has given notice of exercise.
12. No Rights to Employment. Nothing contained in this agreement shall be
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construed as giving any person any right to employment with the Corporation. The
grant of Options hereby shall in no way constitute any form of agreement or
understanding binding on the Corporation or any Related Corporation (as defined
in the Plan), express or implied, that the Corporation or any Related
Corporation will employ or contract with an Optionee for any length of time.
13. Entire Agreement. This Agreement is the only agreement between the Optionee
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and the Corporation with respect to the Options, and this Agreement and the Plan
supersede all prior and contemporaneous oral and written statements and
representations and contain the entire agreement between the parties with
respect to the Options.
14. Notices. All notices and other communications required or permitted under
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this Agreement must be in writing and will be deemed received and effective upon
the earlier of: (i) hand delivery to the recipient; (ii) one day after posting
by traceable air courier; (iii) two (2) days after posting by certified or
registered mail, postage prepaid, return receipt requested; or (iv) when
initially transmitted by facsimile transmission (if confirmed by notice
complying with (i), (ii) or (iii) above):
(i) if to the Corporation:
iQ Power Technology Inc.
Xxxxx 000, 000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
Xxxxxx
Tel.: (000) 000-0000
Fax: (000) 000-0000
(ii) if to the Optionee:
*
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Tel.: -------------------------
Fax: -------------------------
or to such other person or address as either of the parties will furnish in
writing to the other party from time to time.
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15. Law and Jurisdiction. This Agreement is governed by the internal laws of the
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Province of British Columbia, without giving effect to any laws or principles
that would apply the laws of any other jurisdiction. Any action or proceeding
seeking to enforce any provision of, or based on any right arising out of, this
Agreement may be brought against either of the parties in the courts of the
Province of British Columbia, and each of the parties irrevocably consents to
the non-exclusive jurisdiction of such courts (and of the appropriate appellate
courts) in any such action or proceeding and waives any objection to venue laid
therein. Process in any action or proceeding referred to in the preceding
sentence may be served on either party anywhere in the world.
16. Headings And Gender. The headings of the Sections of this Agreement have
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been included for convenience of reference purposes only and will in no way be
interpreted to restrict or modify the terms of this Agreement. The use of
pronouns of any gender in this Agreement will include pronouns of all other
genders, as applicable.
17. Counterparts; Delivery by Facsimile. This Agreement may be signed in
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counterparts, either one of which will be deemed to be an original and both of
which, when taken together, will constitute one and the same agreement. Delivery
of an executed counterpart of a signature page to this Agreement by telephone
facsimile transmission will be effective as delivery of a manually executed
counterpart of this Agreement.
18. Severability. Any term, condition or other provision of this Agreement that
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is prohibited or unenforceable in any jurisdiction will be ineffective, as to
such jurisdiction, to the extent of such prohibition or unenforceability without
affecting the validity or enforceability of such term, condition or provision in
any other jurisdiction and without invalidating the remaining terms, conditions
and other provisions of this Agreement
19. Attorneys' Fees. In the event of litigation arising out of or in connection
with this Agreement, the prevailing party will be entitled to recover from the
other party all of its attorneys' fees and other expenses incurred in connection
with such litigation.
20. Parties in Interest. This Agreement may not be assigned or delegated by
either party without the consent of the other, except that this Agreement
(without the necessity of such consent) will be binding on and inure to the
benefit of any successors, and assigns of the Corporation or any Related
Corporation, whether by merger, consolidation, sale of assets or otherwise, and
reference herein to the Corporation will be deemed to include any such successor
or successors.
IQ POWER TECHNOLOGY INC.
By: _____________________________ _____________________________
Optionee
Its: ____________________________
THERE MAY NOT BE PRESENTLY AVAILABLE EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF APPLICABLE SECURITIES LAWS FOR THE ISSUANCE OF SHARES OF STOCK
UPON EXERCISE OF THESE OPTIONS. ACCORDINGLY, THESE OPTIONS CANNOT BE EXERCISED
UNLESS THESE OPTIONS AND THE SHARES OF STOCK TO BE ISSUED UPON EXERCISE OF THESE
OPTIONS ARE REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS
AVAILABLE.
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EXHIBIT A
Notice of Election to Exercise
This Notice of Election to Exercise shall constitute proper notice pursuant
to Section 5(h) of the iQ Power Technology Inc. 1998 Stock Option Plan (the
"Plan") and Section 8 of that certain Stock Option Agreement (the "Agreement")
dated as of the ______ day of _____________ between iQ Power Technology Inc.
(the "Corporation") and the undersigned.
The undersigned hereby elects to exercise Optionee's option to purchase
__________ shares of the common stock of the Corporation at a price of
$__________ per share, for aggregate consideration of $______, on the terms and
conditions set forth in the Agreement and the Plan. Such aggregate
consideration, in the form specified in Section 8 of the Agreement, accompanies
this notice.
The undersigned has executed this Notice this ____ day of __________, 19__.
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Signature
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Name (typed or printed)
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