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Exhibit 99.2
JANNA SYSTEMS INC.
{Date}
PERSONAL & CONFIDENTIAL
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{Participant's Name and Address}
Dear {Participant}:
The Share Option Plan (the "Option Plan") of the Corporation permits the
Board of Directors to grant options to officers, employees and others whose
contribution to the Corporation is significant. In recognition of your past and
continuing contribution to the Corporation and in order to permit you to share
in enhanced values that you will help to create, the Board is pleased to grant
to you an option (the "Option") to purchase common shares (the "Shares") of the
Corporation. This Option is granted on the basis set out in this letter, and is
subject to the Option Plan, a copy of which is attached. This letter and the
Option Plan are referred to collectively below as the "Option Documents". All
capitalized terms not otherwise defined are to bear the meaning attributed to
them in the Option Plan.
The total number of Shares that you may purchase pursuant to
this Option is: ___________
The option exercise price per Share is: $__________
Option Vesting Date % Expiry Date
------------------------- ------------------ ------ ---------------
Your rights to purchase Shares
will vest and expire as follows:
Subject to earlier expiration in accordance with the Option Documents, your
rights to purchase Shares pursuant to this option will expire with respect to
any vested portion at 11:59 p.m. on the anniversary date which is 10 years after
the vesting date for such vested Options.
This Option may be exercised in whole or in part in respect of vested
Options at any time prior to expiry of the relevant Options, by delivery of
written notice to the Corporation's head office to the attention of the
President of the Corporation, specifying the number of Shares to be purchased,
accompanied by payment by bank draft or certified cheque of the total purchase
price of the Shares. This Option may not be exercised in amounts of less than
100 Shares in the case of any one exercise unless that exercise would entirely
exhaust the Option.
Your right to resell Shares that you purchase pursuant to the exercise of
any vested Options may be restricted in accordance with applicable securities
laws. Please contact the President of the Corporation or your legal adviser for
more details concerning these restrictions.
1.
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Nothing in the Option Documents will affect our right to terminate your
services, responsibilities, duties and authority at any time for any reason
whatsoever. Regardless of the reason for your termination, your Option rights
will be restricted to those Option rights which have vested on or prior to your
date of termination and, in any claim for wrongful dismissal or breach of
contract, no consideration will be given to any options that might have vested
during an appropriate notice period or as a result of additional compensation
you may receive in place of that notice period.
All decisions made by the Board with regard to any questions arising in
connection with the Option Documents, whether of interpretation or otherwise,
will be binding and conclusive on all parties.
The Option rights granted to you are personal and may not be sold, pledged,
transferred or encumbered in any way. There are restrictions on the transfer of
Shares issued to you pursuant to the Option Plan. Complete details of the
restrictions referred to in this letter are set out in the Option Plan.
Please acknowledge acceptance of your Option rights on these terms by
signing where indicated below on the enclosed copy of this letter and returning
the signed copy to the Corporation to the attention of the President. By
signing and delivering this copy, you are acknowledging receipt of a copy of the
Option Plan and are agreeing to be bound by all of the terms of the Option
Documents.
Yours very truly,
JANNA SYSTEMS INC.
By:______________________
2.
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I have read and agree to be bound by this letter.
Signature: ________________________________l/s
Date: ________________________________
Witness: ________________________________
Witness Name ________________________________
(Printed):
3.
