NORD PACIFIC LIMITED
NON-PLAN STOCK OPTION
NORD PACIFIC LIMITED, a Bermuda corporation (the "Company"), hereby grants
_____________________________ ("Director"), effective _______________ ("Date of
Grant"), as a separate inducement and agreement in connection with Director's
services to the Company and not in lieu of any other compensation or fees paid
to the Director for services, the right and option to purchase ____________
(_____) shares of Common Stock of the Company ("Shares") at the purchase price
of U.S. $_____ per Share (the "Option").
The Option is granted upon the following terms:
1. Subject to subparagraph 3 below, the Option shall expire at the close
of business on ___________ unless exercised prior thereto.
2. The Option is exercisable at any time, in whole or in part, subject to
the provisions of subparagraph 3 below. The Shares shall vest fifty (50%)
percent on the first anniversary of the Date of Grant and the balance shall vest
on the second anniversary on the Date of Grant.
3. In the event the Director dies or becomes permanently disabled, the
Option may be exercised within one (1) year after the date of death or permanent
disability by the person or persons (including the Director's estate) to whom
the Director's rights under the Option shall have passed by will or by the laws
of descent and distribution or by the Director or his personal representatives,
as the case may be. Under no circumstances, however, may the Option be
exercised after the expiration date of the Option specified in subparagraph 1
above.
4. The Option may not be assigned, transferred, pledged or otherwise
encumbered by Director other than by will or the laws of descent and
distribution; the Option may not be subject to execution, attachment, or similar
process; and the Option may be exercised during the lifetime of Director only by
Director.
5. Payment for all Shares purchased to exercise the Option shall be made
in cash or by certified check, money order or, if approved by the Board of
Directors, by personal check. In lieu of a check, the Director may, with the
approval of the Compensation Committee of the Board of Directors in its sole
discretion, submit certificates for stock of the Company tendered as full or
partial payment of the option exercise price. Certificates for stock tendered
must be endorsed or accompanied by signed stock powers with the signature
guaranteed by a commercial bank or trust company or by a brokerage firm
acceptable to the Company. Stock tendered in payment will be valued on the date
of exercise of the Option. Any deficiency in the option exercise price shall be
paid by certified check. Such payment shall be made at the time that the Option
or any part thereof is exercised and no Shares shall be issued or delivered
until full payment therefor has been made.
6. If and to the extent that the number of issued shares of common stock
of the Company shall be increased or reduced by change in par value, split up,
reclassification, distribution
of a dividend payable in stock, or the like, the number of shares subject to
the Option and the option price per share shall be proportionately adjusted.
If the Company shall be the surviving corporation in any merger or
consolidation, recapitalization, reclassification of shares or similar
reorganization, the holder of this Option shall be entitled to purchase, at
the same times and upon the same terms and conditions as are then provided in
this Option, the number and class of shares of stock or other securities to
which a holder of the number of shares of stock subject to this Option at the
time of such transaction would have been entitled to receive as a result of
such transaction. In the event of a dissolution or liquidation of the
Company or a merger or consolidation in which the Company is not the
surviving corporation, this Option shall terminate upon the effective date
thereof, except to the extent that another corporation assumes this Option or
substitutes another option therefor. Except as expressly provided in this
Section 6, the holder of this Option shall have no rights by reason of any
subdivision or combination of shares of stock of any class or the payment of
any stock dividend or any other increase or decrease in the number of shares
of stock or any class or by reason of any dissolution, liquidation, merger or
consolidation or distribution to the Company's shareholders of assets or
stock of another corporation. Except as expressly provided herein, any issue
by the Company of shares of stock of any class, or securities convertible
into shares of stock of any class, shall not affect, and no adjustment by
reason thereof shall be made with respect to, the number or price of Shares
of stock subject to this Option.
7. Director shall have no rights as a stockholder with respect to the
Option until payment of the option price and delivery to him of the Shares as
herein provided.
8. This Option Agreement shall be governed by and construed in accordance
with the laws of Bermuda, without giving effect to principals of conflict of
laws.
9. Neither this Option Agreement nor the Shares are registered under the
Securities Act of 1933, as amended. This Option is subject to the condition
that if at any time the listing, registration or qualification of the Shares
covered by this Option upon any securities exchange or under any state or
federal law is necessary or desirable as a condition of or in connection with
the purchase or delivery of Shares hereunder, the delivery of any or all Shares
pursuant to this Option may be withheld unless and until such listing,
registration or qualification shall have been effected. If a registration
statement is not in effect under the Securities Act of 1933 or any applicable
state securities laws with respect to the Shares purchasable or otherwise
deliverable under this Option, the Company may require, as a condition of
exercise of this Option, that the Directors represent, in writing, that the
Shares received pursuant to this Option are being acquired for investment and
not with a view to distribution and agree that the Shares will not be disposed
of except pursuant to an effective registration statement, unless the Company
shall have received an opinion of counsel that such disposition is exempt from
such requirement under the Securities Act of 1933 and any applicable state
securities laws. The Company may endorse on certificates representing Shares
delivered pursuant to this Option such legends referring to the foregoing
representations or restrictions or any other applicable restrictions on resale
as the Company, in its discretion, shall deem appropriate.
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10. This Option Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, executors, administrators,
successors and assigns.
11. This Option is contingent upon and not exercisable until approved by
the shareholders of the Company. The Option shall be null and void if not so
approved.
IN WITNESS WHEREOF, the Company has executed this Option as of the ____ day
of _______________.
NORD PACIFIC LIMITED
By:______________________________________
Name:
Title:
ATTEST:
_________________________
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