GENESIS MICROCHIP INC. STOCK OPTION AGREEMENT
Exhibit
(a)(1)(I)(xv)
GENESIS
MICROCHIP INC.
1997
NON-EMPLOYEE STOCK OPTION PLAN
THIS
AGREEMENT
made as
of the day
of , 2002.
B
E T W E
E N:
GENESIS
MICROCHIP INC.,
a
company existing
under
the
laws of the Province of Nova Scotia, Canada,
(hereinafter
called the "Corporation")
OF
THE
FIRST PART
-
and
-
(hereinafter
called the "Optionee")
OF
THE
SECOND PART
WHEREAS
the
Corporation desires to grant to the Optionee pursuant to the terms of the
Corporation's 1997 Non-Employee Stock Option Plan (the "Plan")
an
option to purchase common shares in the capital of the Corporation
("Shares");
NOW
THEREFORE THIS AGREEMENT WITNESSES
that for
good and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged by each of the parties hereto), the Corporation and the Optionee
hereby agree as follows:
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1.
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Grant
of Option
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1.1 The
Corporation hereby grants to the Optionee the right and option (the
"Option")
to
purchase all or any part of an aggregate
of Shares at a price of
$ (U.S.) per Share, subject to the
terms and conditions of this Agreement and the Plan.
Exhibit
(a)(1)(I)(xv)
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2.
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Exercise
of Option
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2.1 Subject
to the provisions of this Agreement and the Plan, the Option may be exercised
from time to time by delivery to the Corporation at its registered office of
a
written notice of exercise addressed to the Secretary of the Corporation
specifying the number of Shares with respect to which the Option is being
exercised and accompanied by payment in full, by cash or certified cheque,
of
the purchase price of the Shares then being purchased. Subject to any provisions
of this Agreement and the Plan to the contrary, certificates for such Shares
shall be issued and delivered to the Optionee within a reasonable time following
the receipt of such notice and payment.
2.2 If
the
Optionee is a Director, the Option is exercisable in accordance with the vesting
schedule set forth in Subsection 5.1(b) or 5.1(c) of the Plan, as applicable.
If
the Optionee is not a Director, the Option is exercisable in accordance with
the
following vesting schedule:
2.3 Notwithstanding
any provisions contained in this Agreement, the Corporation's obligation to
issue Shares to the Optionee pursuant to the exercise of the Option shall be
subject to: (i) receipt of any required shareholder approval; (ii) completion
of
such registration or other qualification of such Shares or obtaining approval
of
such governmental or regulatory authority as the Corporation shall determine
to
be necessary or advisable in connection with the authorization, issuance or
sale
thereof; (iii) the admission of such Shares to listing on any stock exchange
or
market on which the Shares may then be listed; and (iv) the receipt from the
Optionee of such representations, warranties, agreements and undertakings as
the
Corporation determines to be necessary or advisable in order to safeguard
against the violation of the securities laws of any jurisdictions. Nothing
contained in this Agreement shall be deemed to require the Corporation to apply
for or obtain such registration, qualification, approval or listing.
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3.
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No
Assignment
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3.1 The
Option is personal to the Optionee and non-assignable (whether by operation
of
law or otherwise). Upon any attempt to transfer, assign, pledge, hypothecate
or
otherwise dispose of the Option contrary to the provisions of this Agreement,
or
upon the levy of any attachment or similar process upon the Option, the Option
shall, at the election of the Corporation, cease and terminate and be of no
further force or effect whatsoever.
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2
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Exhibit
(a)(1)(I)(xv)
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4.
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Expiration
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4.1 The
Option shall not be exercisable in any event
after
..
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5.
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Ceasing
to be an Eligible Person; Death; Bankruptcy
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5.1 Subject
to this Article 5 and to any express resolution passed with respect to the
Option by the board of directors of the Corporation (the "Board")
or by
any committee of the Board established by the Board to administer the Plan
(the
"Committee"),
the
Option and all rights to purchase Shares pursuant thereto shall expire and
terminate immediately upon the Optionee ceasing to be an Eligible Person. For
greater certainty, the Option shall not be affected by any change of office
of
the Optionee or by the Optionee ceasing to be a director of the Corporation
provided that the Optionee continues to be an Eligible Person.
5.2 If
the
Optionee shall retire while holding the Option, the Optionee may exercise the
Option at any time within thirty (30) days of the date of such retirement,
but
only to the same extent to which the Optionee could have exercised the Option
immediately before the date of such retirement.
5.3 If
the
Optionee ceases to serve the Corporation or any Affiliate, as the case may
be,
as an officer or director for cause, the Option may not be exercised following
the date on which the Optionee ceases to serve the Corporation or any Affiliate,
as the case may be, in such capacity. If the Optionee ceases to serve the
Corporation or any Affiliate as an officer or director for any reason other
than
for cause, unless otherwise provided for in this Agreement or the Plan, the
Option may not be exercised by the Optionee following the date which is
two
(2) years
after
the date on which the Optionee ceases to serve the Corporation or any Affiliate,
as the case may be, in such capacity, but only to the same extent to which
the
Optionee could have exercised the Option immediately before the date of
termination. For the purposes of this Section 5.3, a determination by the
Corporation that the Optionee was discharged for "cause" shall be binding on
the
Optionee.
5.4 If
the
Optionee shall die prior to the full exercise of the Option, his or her personal
representatives, heirs or legatees may, at any time within three (3) months
from
the date of grant of probate of the will or letters of administration of the
estate of the Optionee or within one year after the date of such death,
whichever is the lesser time, exercise the Option with respect to the
unexercised balance of the Shares subject to the Option, but only to the same
extent to which the Optionee could have exercised the Option immediately before
the date of such death.
5.5 In
the
event that the Optionee commits an act of bankruptcy or any proceeding is
commenced against the Optionee under the Bankruptcy
and Insolvency Act
(Canada)
or other applicable bankruptcy or insolvency legislation in force at the time
of
such bankruptcy and such proceeding remains undismissed for a period of thirty
(30) days, the Option may not be exercised following the date on which the
Optionee commits such act of bankruptcy or such proceeding remains undismissed,
as the case may be.
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Exhibit
(a)(1)(I)(xv)
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6.
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Rights
as a Shareholder
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6.1 The
Optionee shall not have any rights as a shareholder of the Corporation with
respect to any of the Shares subject to the Option until the date of issuance
of
a certificate for such Shares upon the exercise of the Option, in full or in
part, and then only with respect to the Shares represented by such certificate.
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 such share certificate is issued.
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7.
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Conflict
with Plan
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7.1 In
the
event of a conflict between the terms and conditions of the Plan and the terms
and conditions of this Agreement, the terms and conditions of the Plan shall
prevail.
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8.
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Certain
Adjustments
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8.1 Subject
to any required action by the shareholders of the Corporation, the number of
Shares covered by the Option and the exercise price of the Option shall be
proportionately adjusted for any increase or decrease in the number of issued
Shares resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Shares, or any other increase or decrease
in the number of issued Shares effected without receipt of consideration by
the
Corporation; provided, however, that conversion of any convertible securities
of
the Corporation shall not be deemed to have been "effected without receipt
of
consideration." Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Except as expressly
provided in the Plan, no issuance by the Corporation of shares of any class,
or
securities convertible into shares of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number of Shares subject
to
and exercise price of the Option.
8.2 In
the
event of the proposed dissolution or liquidation of the Corporation, the Board
shall notify the Optionee as soon as practicable prior to the effective date
of
such proposed transaction. The Board in its discretion may provide for the
Optionee to have the right to exercise the Option until twenty (20) days prior
to such transaction as to all of the Shares covered thereby, including Shares
as
to which the Option would not otherwise be exercisable. To the extent it has
not
been previously exercised, the Option will terminate immediately prior to the
consummation of such proposed action.
8.3 In
the
event of a merger of the Corporation with or into another corporation, or the
sale of substantially all of the assets of the Corporation, the Option shall
be
assumed or an equivalent option or right substituted by the successor
corporation or an affiliate (within the meaning of the Ontario Business
Corporations Act
(the
"OBCA"))
of
the successor corporation. In the event that the successor corporation refuses
to assume or substitute for the Option, the Optionee shall fully vest in and
have the right to exercise the Option as to all of the Optioned Shares,
including Shares as to which it would not otherwise be vested or exercisable.
If
the Option becomes fully vested and exercisable in lieu of assumption or
substitution in the event of a merger or sale of assets, the Board shall notify
the Optionee in writing or electronically that the Option shall be fully vested
and exercisable for a period of twenty (20) days from the date of such notice,
and the Option shall terminate upon the expiration of such period. For the
purposes of this paragraph, the Option shall be considered assumed if, following
the merger or sale of assets, the option or right confers the right to purchase
or receive, for each Share of Optioned Shares subject to the Option immediately
prior to the merger or sale of assets, the consideration (whether shares, cash,
or other securities or property) received in the merger or sale of assets by
holders of Shares for each Share held on the effective date of the transaction
(and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding Shares);
provided, however, that if such consideration received in the merger or sale
of
assets is not solely common shares of the successor corporation or its affiliate
(within the meaning of the OBCA), the Board may, with the consent of the
successor corporation, provide for the consideration to be received upon the
exercise of the Option, for each Share of Optioned Shares subject to the Option,
to be solely common shares of the successor corporation or its affiliate (within
the meaning of the OBCA) equal in fair market value to the per share
consideration received by holders of Shares in the merger or sale of
assets.
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Exhibit
(a)(1)(I)(xv)
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9.
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Amendments
to Option
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9.1 Subject
to the rules of any relevant stock exchange or other regulatory authority,
the
Board may, by resolution, advance the date on which the Option may be exercised
or extend the expiration date of the Option.
9.2 The
Board
may, by resolution, but subject to applicable regulatory requirements, decide
that any of the provisions hereof concerning the effect of termination of the
Optionee's office or directorship shall not apply to the Optionee for any reason
acceptable to the Board.
9.3 The
Board
may at any time by resolution terminate the Plan. In such event, the Option
may
be exercised by the Optionee for a period of thirty (30) days after the date
on
which the Corporation shall have notified the Optionee of the termination of
the
Plan, but only to the same extent as the Optionee could have exercised the
Option immediately prior to the date of such notification.
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10.
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Miscellaneous
Provisions
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10.1 Nothing
in this Agreement or the Plan shall confer upon the Optionee any right to
continue or be re-elected as a director of the Corporation or any Affiliate
or
any right to continue as an officer of the Corporation or any Affiliate, as
the
case may be.
10.2 All
communications and payments provided for under this Agreement shall be in
writing and shall be deemed to be given when delivered in person or deposited
in
the mail, first class, certified or registered, return receipt requested, with
proper postage prepaid and,
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Exhibit
(a)(1)(I)(xv)
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(a)
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if
to the Optionee, addressed to:
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(b)
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if
to the Corporation, addressed to:
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Genesis
Microchip Inc.
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Attention:
The Secretary
10.3 Time
shall be of the essence of this Agreement.
10.4 This
Agreement shall enure to the benefit of and be binding upon the parties hereto,
the successors of the Corporation and the executor, administrator, heirs and
personal representatives of the Optionee. This Agreement shall not be assignable
by the Optionee.
10.5 Capitalized
terms used herein without definitions have the meanings specified in the Plan.
The section headings contained in this Agreement are for reference purposes
only
and shall not affect in any way the meaning or interpretation of this
Agreement.
10.6 This
Agreement may be amended only by a written instrument signed by each of the
parties hereto.
10.7 This
Agreement shall be governed by and construed in accordance with the laws of
the
Province of Nova Scotia and the laws of Canada applicable therein.
IN
WITNESS WHEREOF
the
parties hereto have executed this Agreement on the date first above
written.
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GENESIS
MICROCHIP INC.
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By:______________________________
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Secretary
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Witness
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