EXHIBIT 10.17
STOCK OPTION AGREEMENT
(INSIDER)
MEMORANDUM OF AGREEMENT made as of the 23rd day of February, 1995.
BETWEEN:
SUMMO MINERALS CORPORATION, a body corporate, duly
incorporated under the laws of British Columbia,
and having its head office at 860 - ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
(hereinafter called the "Company")
OF THE FIRST PART
AND:
▇▇▇▇ ▇▇▇▇▇, of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇ ▇, Site 26, Comp ▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
(hereinafter called the "Optionee")
OF THE SECOND PART
WHEREAS the 0ptionee is a director of the Company.
AND WHEREAS the Company wishes to maintain the continued services of and
to provide incentive to the Optionee and to this end is desirous of granting to
the Optionee an option to purchase shares in the capital of the Company
subject to the terms and conditions hereinafter contained.
NOW THEREFORE THIS AGREEMENT WITNESSETH:
DEFINITION
1. In this Agreement the term "share" or "shares" means, as the case may be,
one or more common shares without par value in the capital stock of the
Company as constituted at the date of this Agreement.
GRANTING OF OPTION
2. The Company hereby irrevocably grants to the Optionee, being a director of
the
Company, a non-assignable, non-transferable option to purchase 250,000
shares in the capital stock of the Company (hereinafter called the "Option")
at a price of $1.20 per share (the "Option Price") on the terms and
conditions hereinafter set forth.
EXERCISE OF OPTION
3. The Option, may be exercised by the Optionee over a period of five years,
from time to time, on or before February 23, 2000 by notice in writing to
the Company to that effect. Any such notice given to the Company (an
"Exercise Notice") shall specify the number of shares with respect to which
the Option is being exercised and shall be accompanied by a cheque drawn on
a Canadian chartered bank in favour of the Company in full payment of the
Option Price for the number of shares then being purchased.
DELIVER OF SHARE CERTIFICATE
4. The Company shall, within five business days after receipt of the
Exercise Notice deliver to the Optionee a share certificate representing the
number of shares with respect to which the Option is exercised and issued as
of the date of the Exercise Notice.
5. An Exercise Notice shall be deemed to have been given, if delivered, on
the date of delivery, or if mailed, on the date of mailing. A mailed
Exercise Notice shall be sent by prepaid registered mail addressed to the
Company at its Vancouver address.
OPTION ONLY
6. Nothing herein contained or done pursuant hereto shall obligate the
Optionee to purchase and/or pay for any shares of the Company, except those
shares in respect of which the Optionee shall have exercised all or any part
of the Option granted hereunder.
7. The Optionee shall have no rights whatsoever as a shareholder in respect
to any of the shares optioned hereunder other than in respect of optioned
shares upon which the Optionee shall have exercised all or any part of the
Option granted hereunder and which shall have been taken up and paid for in
full.
APPROVAL
8. The Option granted hereunder is subject to approval by ordinary
resolution of the members of the Company entitled to vote at a general
meeting of the Company, passed prior to the exercise of the Option or any
part thereof.
FILING WITH REGULATORY AUTHORITIES
9. This Agreement may be required to be filed with some or all of the
Superintendent of Brokers for the Province of British Columbia and the
Vancouver Stock Exchange ("VSE") (collectively the "Regulatory Authorities")
and the Optionee hereby agrees to be bound by any modification of the terms
and conditions of the Option as may be
required by the said Regulatory Authorities.
10. A Declaration of Stock Option Position as attached hereto as "Schedule A"
to this Agreement, is required by the VSE and the Optionee hereby agrees to
be bound by any modification of the terms and conditions of the Option as
may be required by the said Regulatory Authorities.
CAPITAL REORGANIZATION
11. In the event the authorized capital of the Company as presently
constituted is consolidated into a lessor number of shares or subdivided
into a greater number of shares, the number of shares in respect of which
the Option remains unexercised shall be decreased or increased
proportionately as the case may be, and the then prevailing purchase price
to be paid by the Optionee for each such share shall be correspondingly
decreased or increased as applicable. In the event the Company shall
determine to amalgamate or merge with any other company or companies (and
the right to do so is hereby expressly reserved) whether by way of
statutory amalgamation, sale of its assets and undertaking, or otherwise
howsoever, then and in each such event the number of shares in the
corporation resulting from such amalgamation or merger in respect of
which the Option remains unexercised shall be such number of shares in
that corporation as would have been acquired by the Optionee pursuant to
the amalgamation or merger had the Option been fully exercised
immediately prior to the date of such amalgamation or merger and the then
prevailing purchase price of the shares to be paid by the Optionee shall
be correspondingly decreased or increased as applicable.
TERMINATION 0F OPTION
12. The Option is not assignable or transferable and shall terminate on the
30th day following the date upon which the Optionee ceases to be a director
of the Company; provided, however, that if such cessation is due to the
death of the Optionee, the personal representative of the Optionee shall
have the right to exercise any unexercised part of the Option for a period
of one year following the date of death of the Optionee.
AMENDMENT OF MATERIAL TERMS
13. Any amendment to the Option is subject to approval by ordinary resolution
of the members of the Company entitled to vote at a general meeting of the
Company.
TIME OF THE ESSENCE
14. Time shall be of the essence of this Agreement.
SUCCESSORS
15. This Agreement shall enure to the benefit of and be binding upon the
heirs, executors and administrators of the Optionee and the successors of
the Company.
IN WITNESS WHEREOF the parties hereto have caused these presents to be
executed as at the day and year first above written.
The Corporate Seal of SUMMO )
MINERALS CORPORATION was )
hereunto affixed in the )
presence of: )
) C/S
)
)
)
)
)
/s/ [ILLEGIBLE] )
---------------------------- )
Authorized Signatory )
)
)
/s/ ▇. ▇▇▇▇▇▇ )
---------------------------- )
Authorized Signatory )
SIGNED, SEALED AND DELIVERED )
by the Optionee in the presence of: )
)
)
Name: /s/ ▇▇▇▇ ▇▇▇▇▇ ) /s/ ▇▇▇▇ ▇▇▇▇▇
---------------------- ) --------------------
) ▇▇▇▇ ▇▇▇▇▇
Address: [ILLEGIBLE] )
------------------- )
[ILLEGIBLE] )
---------------------------- )
Occupation: Secretary )
----------------- )
SCHEDULE "A"
FORM VSE 1-16
DECLARATION OF STOCK OPTION POSITION
THIS FORM FOR COMPLETION BY OPTIONEE
RE: _________________________________________________________
(Name of Company)
RE: _____________________ incentive stock options in _____________________
(No. of options) (Company)
I,__________________________, HEREBY CERTIFY that the aforesaid
non-transferable options have been granted to me in compliance with the
requirements of the V.S.E. Listings Policy Statement No. 1: and more
particularly that at the time of grant, I was not aware of any change in the
affairs of the Company which might have affected the trading price and had
not been disclosed to the public. If the company is classified as a Venture
Company as of the date of this declaration, I confirm that I have not been
granted a stock option in the said Company within 2 years of the date of
grant of the above-stated options.
I HEREBY FURTHER CERTIFY (complete either Part I or Part II as applicable):
PART I
THAT I have not been granted any director or employee incentive share options
by any other listed companies.
DATED the ____ day of _______________, 19___. SIGNATURE: __________________
PART II
THAT I hold as of the date of this Declaration existing incentive share
options which have been granted to me by the above named company or other
listed companies as follows:
Outstanding
Name of No. of Date of Balance as
Listed Shares Exercise at Date of
Co. Optioned Grant Certificate
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Complete on separate sheet if insufficient space)
DATED the ____ day of _______________, 19___. SIGNATURE: __________________