MEMORANDUM OF AGREEMENT EFFECTIVE THE 31ST DAY OF AUGUST, 2000.
BY AND BETWEEN: TAGALDER INCORPORATED,
a body corporate, duly incorporated according to
law, and having its principal place of business at
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇.
(hereinafter referred to as "Tagalder")
PARTY OF THE FIRST PART
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AND: _______________________
_______________________
_______________________
_______________________
(hereinafter referred to as the "Optionee")
PARTY OF THE SECOND PART
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SECTION 1 - PREAMBLE
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1.1 WHEREAS the authorized capital stock of Tagalder consists of an
unlimited number of common shares; and
1.2 WHEREAS Tagalder wishes to provide key employees, officers and
directors, as well as full-time employees of any management or consulting
corporation or any other person who provides services to Tagalder, with a
proprietary interest in it and its subsidiaries (Tagalder and its subsidiaries,
present through the granting of options to purchase common shares of Tagalder,
subject to the conditions hereinafter set forth.
1.3 WHEREAS the Optionee is a director of Tagalder.
NOW THEREFORE, THIS AGREEMENT WITNESSES THAT IN CONSIDERATION OF THE
SUM OF ONE DOLLAR ($1.00) AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT
OF WHICH IS HEREBY ACKNOWLEDGED BY TAGALDER, IT IS AGREED BY AND BETWEEN THE
PARTIES HERETO AS FOLLOWS:
SECTION II - GRANT OF OPTION
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2.1 Tagalder hereby grants unto the Optionee, subject to the terms and
conditions hereinafter set forth, an option to purchase ------------------------
---------------------------common shares in the capital stock of Tagalder (the
"Optioned Shares").
2.2 The granting of the option hereunder and the obligation of Tagalder
to deliver the Optioned Shares pursuant hereto shall be subject to Tagalder
obtaining the approval of the granting of options hereunder or the
authorization, issuance or sale of the Optioned shares, and, if required,
Tagalder having effectively listed the Optioned Shares on any stock exchange on
which common shares of Tagalder may then be listed.
SECTION III - OPTION PRICE
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3.1 The Option price for each Optioned Share hereunder shall be the sum
of fifteen cents ($0.15) if exercised prior to September 1, 2001 and twenty five
cents ($0.25) if exercised between September 1, 2001 and August 31, 2002.
SECTION IV - EFFECT OF GRANT
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4.1 The granting of an option hereunder shall not impose upon Tagalder
or the Corporations any obligation whatsoever to retain the Optionee in its
employ or as a director of Tagalder.
4.2 If the Optionee breaches the terms or conditions of this Agreement,
the option herein conferred or the unexercised portion thereof shall
automatically terminate forthwith.
SECTION V - OPTION TERM
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5.1 The term of the option herein granted shall, subject to the
provisions hereof, be two (2) years, and the option shall no longer be
exercisable after the close of business on the second (2nd) anniversary of this
Agreement (such second (2nd) anniversary being hereinafter referred to as the
"Expiry Date"). If the second (2nd) anniversary of this 'Agreement falls on a
nonbusiness day, the Expiry Date shall be deemed to be the first business day
following the second (2nd) anniversary.
5.2 At the close of business on the Expiry Date, the option hereby
granted shall forthwith expire and terminate and be of no further force or
effect whatsoever as to such of the Optioned Shares in respect of which such
option has not been exercised.
SECTION VI - EXERCISE OF THE OPTION
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6.1 Prior to its expiration or earlier termination in accordance with
the terms hereof the option shall be exercisable over a period of two (2) years
so that the optionee shall be entitled to exercise the option, in whole or in
part, at any time, and from time to time on or before the expiration date.
SECTION VII - EFFECT OF TERMINATION OF EMPLOYEMENT, RETIREMENT OR DEATH
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7.1 If the Optionee's employment with Tagalder or the Corporations is
terminated for cause or in the event that the Optionee is removed from office as
a director or he becomes disqualified from being a director by law, the option
or the unexercised portion thereof shall automatically terminate forthwith.
7.2 Upon the Optionee's employment with Tagalder or the Corporations
being terminated (except in the case of transfer from one corporation to another
corporation contemplated herein) otherwise than by reason of death, termination
for cause or retirement at normal retirement age, or upon the Optionee's
ceasing to be a director other than by reason of death, removal or
disqualification by law, the option or the unexercised portion thereof may be
exercised by the Optionee for that number of shares only which he was entitled
to acquire under the option pursuant to subsection 6.1 hereof at the time of
such termination. Such option shall only be exercisable within ninety (90) days
after such termination or prior to the Expiry Date, whichever occurs earlier.
7.3 If the Optionee dies while employed by Tagalder or while serving as
a director of the Corporations, the option or unexercised portion thereof
granted to him may be exercised by a legatee or legatees of the Optionee under
the Optionee's last will or by his personal representatives for that number of
shares in respect of which the option has not previously been exercised. Such
option shall only be exercisable within one hundred and eighty (180) days after
the death of the Optionee or prior to the Expiry Date, whichever occurs
earlier.
7.4 The breach of any of the terms or conditions of this Agreement by
to Optionee shall be deemed to be grounds for dismissal for cause, and the
termination of the employment of the Optionee in such circumstances shall be
deemed to be termination of such employment for cause.
SECTION VIII - RIGHTS AS A SHAREHOLDER
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8.1 The Optionee (or his personal representatives or legatees) shall
have no rights whatsoever as a shareholder in respect of any of the Optioned
Shares until the date of issuance of a share certificate to him (or his personal
representatives or legatees) for such Optioned Shares Without in any way
limiting the generality of the foregoing, no adjustment shall be made for
dividends or other rights for which the record date is prior to the date the
share certificate is issued.
SECTION IX - METHOD OF EXERCISE
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9.1 Subject to the provisions hereof, the option hereby granted shall
be exercisable (from time to time as aforesaid) by the Optionee or his legatees
or legal representatives giving notice in writing to Tagalder at its registered
office, addressed to its Secretary, which notice shall specify therein the
number of Optioned Shares in respect of which the option hereby granted is being
exercised and shall be accompanied by payment in full, by cash or certified
cheque, of the purchase price for the number of Optioned Shares specified
therein.
9.2 Upon such exercise of the option, Tagalder shall forthwith cause
the transfer agent and registrar of Tagalder to deliver the Optionee or his
legal personal representatives or legatees, a certificate in the name of the
Optionee or his personal representatives or legatees, representing in the
aggregate such number of Optioned Shares as the Optionee or his personal
representatives or legatees shall have then paid for and as are specified in
such written notice.
SECTION X - ADJUSTMENT TO SHARE SUBJECT TO THE OPTION
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10.1 If the outstanding common shares of Tagalder are hereafter changed
into or exchanged for a different number of kind of shares or other securities
of Tagalder or of another corporation, or in the event that there is a
reorganization, amalgamation, consolidation, reclassification, dividend payable
in capital stock or other change in the capital stock of Tagalder, the Board of
Directors of Tagalder shall make such adjustments as it deems appropriate in the
number and kind of Optioned Shares and such adjustments shall be final and
binding on the optionee, his legatees, and his legal representatives if
deceased.
SECTION XI - TIME OF THE ESSENCE
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11.1 Time shall be of the essence of this Agreement
SECTION XII - NON-ASSIGNABILITY OF OPTION
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12.1 The option granted hereunder is personal to the Optionee and shall
not be assignable or transferable by the Optionee, whether voluntarily or by
operation of law, except by will or by the laws of succession of the domicile
of the deceased Optionee. No option granted hereunder shall be pledged,
hypothecated, charged or otherwise encumbered or disposed of and may be
exercised only by the Optionee, his legatees or his legal representative if
deceased.
SECTION XIII - CONFIDENTIALITY
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13.1 If the Optionee breaches the terms or conditions of any
undertaking given by him to Tagalder to the Corporations with respect to the
confidentiality of any information acquired by him regarding Tagalder or the
Corporations, such breach shall be deemed to be a breach of this Agreement and
shall be grounds for dismissal for cause.
SECTION XIV - DISLOYALTY
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14.1 The Optionee shall not engage in disloyal conduct of any kind,
and, without restricting the generality of the foregoing, the Optionee shall
not impair or seek to impair relations with employees, regulatory authorities
and other parties with whom Tagalder or the Corporations do business or
interact. The failure of the Optionee to comply fully with the provisions of
this paragraph shall constitute a breach of the terms and conditions hereof and
shall be grounds for dismissal for cause.
SECTION XV - GOVERNING LAW
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15.1 This Agreement shall be governed by and construed and enforced in
accordance with the laws of the Province of Ontario.
SECTION XVI - NOTICES
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16.1 All notices hereunder shall be given in writing and shall be
delivered by hand or by prepaid registered mail, return receipt requested. All
such notices shall be sent to the parties at the addresses above mentioned or at
such other address as either of the parties may have previously indicated to the
other party by written notice given in accordance with these presents.
16.2 Any notice thus sent shall be deemed to have been validly given
and received on the date of its delivery by hand, or on the second (2nd)
business day after the date of its mailing, as the case may be.
SECTION XVII - CONFLICTS
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17.1 In the event of any conflict between the terms of this Agreement
an d the terms of the Stock Option Plan adopted by the Board of Directors of
Tagalder, a copy of such plan being annexed hereto to form part hereof, the
terms of said plan shall prevail.
IN WITNESS WHEREOF, the parties have signed this Agreement on the date
first hereinabove mentioned.
TAGALDER INCORPORATED.
per: ______________________
▇▇▇▇▇▇ ▇▇▇▇,
Secretary-Treasurer
______________________
Optionee