<PAGE>
EXHIBIT 10.33
LORAN NETWORK HOLDING CORPORATION INC.
SHARE OPTION PLAN
(THIS PLAN EFFECTED BY A BOARD RESOLUTION. NO EMPLOYEE SIGNATURES REQUIRED.)
<PAGE>
1. PURPOSE OF THE PLAN
The purpose of the Loran Network Holding Corporation Inc. (the
"Company") Share Option Plan (the "Plan") is to provide a means whereby the
Company, by issuing options ("Options") to purchase Class B non-voting common
shares of the Company (the "Shares") to current and future eligible employees
("Employees"), directors, consultants and advisors of the Company (each such
person receiving Options hereunder being referred to as an "Optionee") or its
affiliates, may motivate Employees and such other persons to exert their best
efforts on behalf of the Company.
2. NUMBER OF SHARES AVAILABLE UNDER THE PLAN
(a) The maximum aggregate number of Shares, subject to adjustment as provided in
clause (b) hereof, for which Options may be granted by the Company under the
Plan shall beset by resolution of the board of directors of the Company (the
"Board"), and such number of Shares shall be reserved for issue under the Plan.
All of the Shares covered by Options that will have expired or that will have
been cancelled without being exercised shall become reserved Shares for the
purposes of Options that may be subsequently granted under the terms of the
Plan.
(b) In the event of any change in the Shares by reason of any stock dividend,
recapitalization, merger, consolidation, stock-split, combination or exchange of
Shares, or of any similar change affecting the Shares, the number and kind of
shares which thereafter may be offered and sold to Optionees under the Plan
pursuant to Options shall be appropriately adjusted consistent with such change
in such manner as the Board may deem equitable. For greater certainty, no
adjustment under this clause (b) shall be required upon any dilution due to new
investment in the Company through the issuance of new shares of any class.
3. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Board. The Board may interpret
the Plan, prescribe, amend and rescind any rules and regulations necessary or
appropriate for the administration of the Plan, and make such other
determinations and take such other action as it deems necessary or advisable.
Any interpretation, determination or other action made or taken by the Board
shall be final and binding on all parties concerned. In this Plan any word
importing the masculine gender includes the feminine gender.
4. OPERATION OF THE PLAN
(a) GENERAL OPERATION. Under the Plan, Options to purchase Shares may be
granted to Optionees (including Employees who are eligible employees of
the Company as determined under clause (b) hereof). The actual number
of Options to purchase Shares to be granted to each Optionee will be
determined from time to time by the Board in its sole discretion;
provided that the Chief Executive Officer of the Company may grant
Options from time to time between the dates of meetings of the Board in
such number as is determined from time to time by a resolution of the
Board.
(b) ELIGIBILITY. In order to become eligible to participate in the Plan, an
Optionee must be (i) a full-time employee of the Company or one of its
affiliates for a period of at least six months, or (ii) a member of the
Board or an advisor or consultant to the Company.
(c) OPTION PERIOD. The option period is five years (the "Option Period").
(d) VESTING. Once Optionees are eligible to purchase Shares under the
Options granted under this Plan, and where the vesting conditions for
the applicable Options have been satisfied, unless otherwise provided
in the Option Agreement (as defined in Section 5 hereof) for the
Optionee, the Optionee shall be entitled to purchase 33% of the Options
on the first anniversary date of the grant of Option; the remainder of
the Options will vest in equal amounts on the second and third
anniversary dates of the grant of Options, as provided in the sample
Option Agreement set out in Appendix A.
(e) EXERCISE OF OPTIONS. Subject to the provisions of section 7, Options
which have vested and may be exercised in accordance with their terms
("Vested Options") shall be exercisable at any time after the Effective
Dates stated in the Option Agreement (as defined in Section 5 hereof)
until the end of the Option Period. Unless deemed to be exercised in
accordance with Section 7 hereof, in which case, no notice is required,
a Vested Option can be exercised by written notice to the Secretary of
the Company. Such notice shall set forth the number of Shares in
respect of which the Vested Option is exercised and the name to which
the certificate evidencing such Shares shall be issued.
Administratively, share certificates are issued on September 30th for
Options exercised prior to that date. Payment must be made by a cheque
made payable to the Company in the amount of the aggregate exercise
price of the Shares specified in the notice. The Company shall cause a
certificate for the number of Shares specified in the notice to be
issued no later than 10 business days following September 30th of the
applicable year
<PAGE>
(f) PURCHASE PRICE. The purchase price for the Shares offered to Optionees
pursuant to Options under the Plan will be determined from time to time
by the Board of Directors with reference to the value of the Company
and the then current price of the Shares at the time of the Option
grant. If, as and when any Shares have been duly purchased and paid for
in cash under the terms of an Option granted under the Plan and in
accordance with the terms of such Option and this Plan, such Shares
shall be conclusively deemed allotted as fully paid and non-assessable
Shares at the price paid therefor. The price of all Shares optioned
will be fixed for the duration of the Option Period.
(g) NO RIGHTS AS SHAREHOLDER. No Optionee shall have any rights as a
shareholder with respect to any Shares prior to the date of issuance to
him of a certificate or certificates for such Shares.
(h) NO RIGHTS TO CONTINUED EMPLOYMENT. The Plan and any Options or Shares
offered or sold under the Plan shall not confer upon any Optionee any
right with respect to continuance of employment or other engagement
with the Company, nor shall they interfere in any way with the right of
the Company to terminate an Employee's employment, in the case of an
Employee who is an Optionee (an "Employee Optionee").
(i) CONDITIONS OF EXERCISE. Each Optionee shall agree that, prior to and as
a condition of the exercise by him or her of any Options granted
pursuant to this Plan, the Optionee shall become a party to (if not
already then a party) and be bound by the Company's then current
"Unanimous Shareholders Agreement" among all of the shareholders of the
Company and the Company, as amended from time to time. In addition,
each Optionee shall, when requested to do so by the Company, sign and
deliver all such documents relating to the granting or exercise of
Options deemed necessary or desirable by the Company. In the event that
an Optionee refuses or neglects to so execute any transfers, consents,
or other documents as required pursuant to this Plan, the Optionee
hereby irrevocably appoints the Chief Executive Officer of the Company
as his or her true and lawful attorney to execute any such
documentation.
5. OPTION AGREEMENTS
The Company shall grant Options to the individual Optionee pursuant to
an option agreement (the "Option Agreement"). The current form of Option
Agreement is set out in Appendix A hereto. The Board may change the form of such
agreement from time to time or issue Options pursuant to such other form of
agreement as it may approve from time to time. Unless the applicable Option
Agreement provides otherwise, the terms of this Plan shall prevail and take
precedence over the terms of any Option Agreement to the extent of any conflict
between the two (unless otherwise determined by the Board).
6. TERMINATION OF EMPLOYMENT OF EMPLOYEE OPTIONEES
(a) If an Employee Optionee ceases to be an employee of the Company, the
Employee shall immediately cease to be entitled to purchase any Shares pursuant
to the exercise of Options hereunder, regardless of whether the Optionee's
Options have vested or not, provided the Company will be required to honour the
issuance of Shares for which an Option exercise notice was given to the Company
by such Optionee prior to the notice of resignation or termination.
(b) If an Optionee dies while holding any Options, the executors, trustees,
administrators or beneficiaries of the Optionee or his estate, as applicable,
may exercise his right to purchase any Shares for which the Optionee held Vested
Options at the time of death for a period of 60 days after the death of the
Optionee. Thereafter, all Options held by the deceased Optionee shall terminate.
(c) If an Employee Optionee ceases for any reason to be employed by the Company
(including resignation or termination, with or without cause. or death), the
departing Employee Optionee hereby grants the Company the right to repurchase
any or all of the Shares held by the departing Employee Optionee or his or her
estate, at the then current price per share as determined by the Board in good
faith.
7. CORPORATE REORGANIZATION OR SALE OF THE COMPANY
(a) In the event of a proposed merger or amalgamation of the Company with one or
more other corporations, the making of an offer to purchase all outstanding
shares of the Company, the sale or distribution of all or substantially all of
the Company's assets, a proposed corporate arrangement or reorganization or any
transaction of substantially similar effect, as determined by the Board,
(collectively, the "Proposed Transaction"), the Board may, in its discretion,
deal with all Options issued under the Plan in the manner it deems fair and
reasonable in light of the circumstances of the Proposed Transaction, provided
that the Board must in all instances act equitably towards Optionees, having
regard to the value being offered in the Proposed Transaction and matters of
structure and process uniquely affecting the Optionees. Without limiting the
generality of the foregoing, in connection with the Proposed Transaction, the
Board may, without any action or consent required on the part of any Optionee
but subject to its obligation to act equitably as specified above, (i) deem any
or all Options (vested or unvested) under the Plan to have been exercised and
the underlying Shares to have been tendered to the Proposed Transaction, and
apply a portion of the Optionee's proceeds from the closing of the Proposed
Transaction to the exercise price payable by that Optionee for the exercise of
his or her Options, (ii) cancel the Options and pay to a Optionee the amount
that the Optionee would have received, after deducting the exercise price of the
Options,
<PAGE>
had the Options been exercised, (iii) exchange unvested Options, or any portion
of them, for options to purchase shares in the capital of the acquiror or any
corporation which results from an amalgamation, merger or similar transaction
involving the Company made in connection with the Proposed Transaction or (iv)
take such other actions, and combinations of the foregoing actions.
(b) Each Optionee agrees that if an offer is made to purchase 100% of the shares
of the Company, or to purchase all or substantially all of the assets of the
Company, which offer is accepted by holders of more than 50% of the then issued
and outstanding voting shares of the Company, the Optionee shall sell any
Shares, held by him or her pursuant to the exercise of Options hereunder,
pursuant to such offer or approve the asset sale and not exercise dissent rights
in respect of such sale. If, at the time of closing of any transaction requiring
the sale of the Optionee's Shares pursuant to this Section 3, the Optionee fails
to complete such sale of his Shares, the relevant purchaser shall have the
right, without prejudice to any other right which it may have, upon payment of
the required purchase price payable to the Optionee at the time of such closing
to the credit of the Optionee in the main branch of the Company's bankers in the
City of Ottawa, to execute and deliver, on behalf of and in the name of the
Optionee, such transfers or other documents that may be necessary to complete
the sale transaction and the Optionee does hereby irrevocably constitute and
appoint the purchaser as the true and lawful attorney of the Optionee in the
name, place and stead of the Employee, and hereby irrevocably authorizes the
purchaser to do all acts and things and to take all steps and to execute and
deliver all forms of transfer and other documents as are necessary in order to
complete such sale in accordance with its terms.
8. INCOME TAX CONSEQUENCES
The Optionee acknowledges that the Company has advised him that there
are income tax consequences related to the purchase of Optioned Shares by the
Optionee and that the Company has recommended that he obtain independent advice
on the tax consequences of the purchase of such shares. The Optionee hereby
releases and discharges the Company and its affiliates, directors, officers and
agents from any and all responsibility or liability with respect to any tax
consequences to the Optionee of his purchase or sale of the shares of the
Company purchased by the Optionee under the Plan or otherwise.
9. AMENDMENT AND TERMINATION OF THE PLAN
Notwithstanding anything else contained in the Plan, the Board, may
from time to time amend, suspend or terminate the Plan, provided that no such
amendment, suspension or termination shall detract, or purport to detract, from
rights previously granted to an Employee under the Plan.
Dated this 10th day of March, 2000
<PAGE>
Appendix A
OPTION AGREEMENT
THIS AGREEMENT made as of the _____ day of ___________, 2000
B E T W E E N:
LORAN NETWORK HOLDINGS CORPORATION INC.,
a corporation incorporated under the laws of Canada
(hereinafter called the "COMPANY")
OF THE FIRST PART;
- and -
---------------------------
(hereinafter called the "OPTIONEE")
OF THE SECOND PART.
WHEREAS the Company is a corporation incorporated under the laws of Canada;
AND WHEREAS the Optionee is an Employee (as defined below) of the Company;
AND WHEREAS the Company has established a Share Option Plan (the "Plan") under
which options to purchase Class B non-voting common shares in the capital of the
Company are granted to employees, directors, consultants and advisors of the
Company in order to incentivize employees to exert their best efforts on behalf
of the Company;
AND WHEREAS the Company and the Optionee wish to enter into this Agreement to
provide for the granting by the Company to the Optionee of certain options to
acquire Class B non-voting common shares in the capital of the Company under and
pursuant to the terms and conditions of the Plan;
NOW THEREFORE THIS AGREEMENT WITNESSETH that it is agreed by and between the
parties hereto as follows:
1. DEFINITIONS
a) "Effective Date" means the date before which the optioned shares
cannot be exercised and is either: (i) the first anniversary of the
Employee's start date or, (ii) if additional optioned shares have
been granted, the first anniversary from the date these additional
optioned shares were granted;
b) "Employee" means any officer, director or employee of the Company or
any subsidiary;
c) "Exercise Period" means the period commencing on the Effective Date
and ending on the Expiry Date;
d) "Expiry Date" means the date after which optioned shares cannot be
exercised;
e) "Shares" means the Class B non-voting common shares without par
value in the capital of the Company as constituted at the date of
this Agreement, each, a "Share".
2. THE OPTION
The Company, as of the date hereof, grants to the Optionee, and the
Optionee hereby accepts, subject to the terms, conditions, and
restrictions of this Agreement together with the provisions of the Plan
and set forth in the Plan, an irrevocable option to purchase at the
time or times hereinafter set forth:
a) ______ Shares (hereinafter referred, each, as an "Optioned Share
(i)", collectively, as the "Optioned Shares (i)"), at a price of
$2.85 Cdn. per Optioned Share (i) as set out in section 3 a) (i)
below.
3. ENTITLEMENT TO EXERCISE THE OPTION
a) No part of any option granted hereunder shall be exercisable by the
Optionee prior to the Effective Date hereunder. Thereafter, and
subject to the terms and conditions hereinafter set forth, up to 33%
of the number of Optioned Shares (i) may be exercised by the
Optionee on or after the Effective Date in the first year and on or
after each anniversary date of the Effective Date in subsequent
years.
<PAGE>
(Administratively, share certificates are issued on September 30th for
share options exercisable to that date).
For greater certainty, the Optionee may, subject to and in accordance
with the terms contained herein, exercise the following Optioned Shares
on or after the Effective Dates as set forth below:
(i) - Optioned Shares (i)
<TABLE>
<CAPTION>
EFFECTIVE DATE (ON OR AFTER) PRICE PER SHARE NO. OF OPTIONED SHARES AVAILABLE EXPIRY DATE
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$-- --
$-- --
$-- --
TOTAL
</TABLE>
Any options that are exercisable that are not exercised in any
particular year may be carried forward to succeeding years up to and
including the earlier of the Expiry Date or termination as provided for
herein.
b) The Optionee agrees that prior to and as a condition of the exercise
by him of any option granted pursuant to this Agreement, the
Optionee shall become a party to and be bound as an "Employee
Shareholder" by the terms and conditions of the Company's current
"Unanimous Shareholders Agreement", and as amended from time to
time, among all of the shareholders of the Company and the Company.
4. EXPIRY OF THE OPTION
Subject to the terms and conditions hereinafter set forth, the option
hereby granted shall remain in force from the Effective Date until the
Expiry Date. 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 the
option hereby granted has not then been exercised.
5. TERMINATION OF EMPLOYMENT OR DEATH
a) In the event of the termination by the Company with or without cause
of the Optionee's employment with the Company, the Optionee's
entitlement to exercise options hereunder shall immediately cease
and the Employee's entitlements with respect to any Optioned Shares
for which his or her rights have not previously been exercised shall
terminate and shall thereafter be of no further force and effect.
b) In the event of the death of the Optionee, any options granted to
such Optionee may be exercised by the legal representatives of such
Optionee for a period of 60 days from the date of death of such
Optionee, after which period any portion of any options which remain
unexercised shall terminate immediately and be of no force or
effect.
6. METHOD OF EXERCISE
Subject to the provisions of this section 6 and sections 3 and 5
hereof, options granted under this Agreement will be exercisable in
whole or in part, and from time to time, by the Optionee giving a
notice in writing addressed to the Company at its principal office in
the City of Ottawa, Canada, and delivered to the C.E.O. of the Company,
which notice shall specify therein the number of Optioned Shares in
respect of which such notice is being exercised and shall be
accompanied by payment (by certified cheque or banker's draft made
payable to or to the order of the Company) in full of the exercise
price for such number of Optioned Shares so specified therein. Upon any
such exercise of option as aforesaid, the Company shall forthwith
deliver to the Optionee (or as the Optionee may otherwise direct in a
notice of exercise of option) within ten (10) days following receipt by
the Company of any such notice of exercise of option a certificate or
certificates in the name of the Optionee representing in the aggregate
such number of Optioned Shares as the Optionee shall have then paid
for.
7. NECESSARY APPROVALS
The obligation of the Company to issue and deliver the Optioned Shares
in accordance with this Agreement and the option herein is subject to
the approval of any regulatory authority (including but not limited to
<PAGE>
applicable stock exchanges and securities commission) having
jurisdiction over the securities of the Company. If any or all of the
Optioned Shares cannot be issued to the Optionee for any reason
whatsoever, the obligation of the Company to issue such Optioned Shares
shall terminate and any exercise price paid under the option granted
pursuant to this Agreement to the Company will be returned by the
Company to the Optionee.
The Company shall not be obligated to file any prospectus, offering
memorandum, registration statement or other offering document with
securities regulatory authorities in any jurisdiction in respect the
option granted hereby in order to qualify for distribution to the
Optionee of the Optioned Shares.
8. GOVERNING LAW
This Agreement shall be construed in accordance with and governed by
the laws of the Province of Ontario and the laws of Canada applicable
therein and shall be deemed to have been made in Ontario.
9. ASSIGNMENTS
This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Optionee and his legal
representatives to the extent provided in section 5 hereof. This
Agreement shall not be transferable or assignable by the Optionee or
his legal representatives.
10. ENTIRE AGREEMENT
This Agreement together with the Plan and the Unanimous Shareholder
Agreement (should the Optionee become a party thereto pursuant to
section 3(b) hereof), constitute the entire agreement between the
parties hereto with respect to the subject matter hereof and cancels
and supersedes any prior understandings and agreements between the
parties hereto with respect thereto. There are no representations,
warranties, terms, conditions, undertakings or collateral agreements,
express, implied or statutory, between the parties other than as
expressly set forth in this Agreement.
11. AMENDMENTS AND WAIVERS
No amendments to this Agreement shall be valid or binding unless made
in writing by each of the parties hereto. No waiver of any breach of
this Agreement shall be effective or binding unless made in writing and
signed by the party purporting to give the same and, unless otherwise
provided in the written waiver, a waiver of any breach of this
Agreement shall be limited to the specific breach waived.
12. FURTHER ASSURANCES
Each of the parties to this Agreement hereby covenants and agrees that
is and its respective heirs, executors, administrators, successors and
permitted assigns and nominees shall execute and deliver such further
and other instruments, agreements and writings and do and cause to be
done such other acts and things as may be necessary or desirable in
order to give full effect to this Agreement.
13. SEVERABILITY
If any provision of this Agreement is determined to be invalid or
unenforceable in whole or in part, such invalidity or unenforceability
shall attach only to such provision or part thereof and the remaining
part of such provision and all other provisions hereof shall continue
in full force and effect.
14. COUNTERPARTS AND FACSIMILE EXECUTION
This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original and all of which together shall
constitute the same agreement. This Agreement may be executed and
delivered by telecopier, provided that actual executed copies of this
Agreement shall be substituted forthwith after execution for the copies
executed by telecopier.
15. TIME OF THE ESSENCE
Time shall be of the essence of this Agreement.
16. NUMBER AND GENDER
Words importing the singular include the plural and vice versa; and
words importing gender include all genders.
<PAGE>
IN WITNESS WHEREOF the Company and the Optionee have executed this Agreement.
LORAN NETWORK HOLDINGS CORPORATION INC.
_________________________________ Per: ____________________________________
Name:
Title:
________________________________
Witness
<PAGE>
TEMPLATE #1
OPTION AGREEMENT
THIS AGREEMENT made as of the 1st day of October, 1999
B E T W E E N:
LORAN NETWORK HOLDINGS CORPORATION INC., a corporation
incorporated under the laws of Canada
(hereinafter called the "COMPANY")
OF THE FIRST PART;
- and -
(hereinafter called the "OPTIONEE")
OF THE SECOND PART.
WHEREAS the Company is a corporation incorporated under the laws of Canada;
AND WHEREAS the Optionee is an Employee (as defined below) of the Company;
AND WHEREAS the Company and the Optionee wish to enter into this Agreement to
provide for the granting by the Company to the Optionee of certain options to
acquire Shares in the capital of the Company;
NOW THEREFORE THIS AGREEMENT WITNESSETH that it is agreed by and between the
parties hereto as follows:
1. DEFINITIONS
a) "EFFECTIVE DATE" means the date before which the optioned
shares cannot be exercised and is either: (i) the first
anniversary of the Employee's start date or, (ii) if
additional optioned shares have been granted, the first
anniversary from the date these additional optioned shares
were granted;
b) "EMPLOYEE" means any officer, director or employee of the
Company or any subsidiary;
c) "EXERCISE PERIOD" means the period commencing on the Effective
Date and ending on the Expiry Date;
d) "EXPIRY DATE" means the date after which optioned shares
cannot be exercised;
e) "SHARES" means the Class B common non-voting shares without
par value in the capital of the Company as constituted at the
date of this Agreement, each, a "share".
2. THE OPTION
The Company, as of the date hereof, grants to the Optionee, and the
Optionee hereby accepts, subject to the terms and conditions
hereinafter set out, an irrevocable option to purchase at the time or
times hereinafter set forth:
a) ______ Shares (hereinafter referred, each, as an "Optioned
Share (i)", collectively, as the "Optioned Shares (i)"), at a
price ranging from $0.___ to $0.___ CDN per Optioned Share (i)
as set out in section 3 a) (i) below.
3. ENTITLEMENT TO EXERCISE THE OPTION
a) No part of any option granted hereunder shall be exercisable
by the Optionee prior to the Effective Date hereunder.
Thereafter, and subject to the terms and conditions
hereinafter set forth, up to ____% of the number of Optioned
Shares (i) may be exercised by the Optionee on or after the
Effective Date in the first year and on or after each
anniversary date of the Effective Date in subsequent years.
(Administratively, share certificates are issued on September
30th for share options exercisable to that date).
For greater certainty, the Optionee may, subject to and in
accordance with the terms contained herein, exercise the
following Optioned Shares on or after the Effective Dates as
set forth below:
<PAGE>
- 2 -
(i) - Optioned Shares (i)
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
EFFECTIVE DATE (ON OR AFTER) PRICE PER SHARE NO. OF OPTIONED SHARES AVAILABLE EXPIRY DATE
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$ September 30, 2004
---------------------------------------------------------------------------------------------------------------------------
$ September 30, 2004
---------------------------------------------------------------------------------------------------------------------------
$ September 30, 2004
---------------------------------------------------------------------------------------------------------------------------
TOTAL
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
Any options that are exercisable that are not exercised in any
particular year may be carried forward to succeeding years up
to and including the earlier of the Expiry Date or termination
as provided for herein.
b) The Optionee agrees that prior to and as a condition of the
exercise by him of any option granted pursuant to this
Agreement, the Optionee shall become a party to and be bound
as an "Employee Shareholder" by the terms and conditions of
the Company's current "Unanimous Shareholders Agreement", and
as amended from time to time, among all of the shareholders of
the Company and the Company.
4. EXPIRY OF THE OPTION
Subject to the terms and conditions hereinafter set forth, the option
hereby granted shall remain in force from the Effective Date until the
Expiry Date. 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 the
option hereby granted has not then been exercised.
5. TERMINATION OF EMPLOYMENT OR DEATH
a) In the event of the termination by the Company with or without
cause of the Optionee's employment with the Company, the
Optionee's entitlement to exercise options hereunder shall
immediately cease and the Employee's entitlements with respect
to any Optioned Shares for which his or her rights have not
previously been exercised shall terminate and shall thereafter
be of no further force and effect.
b) In the event of the death of the Optionee, any options granted
to such Optionee may be exercised by the legal representatives
of such Optionee for a period of 60 days from the date of
death of such Optionee, after which period any portion of any
options which remain unexercised shall terminate immediately
and be of no force or effect.
6. METHOD OF EXERCISE
Subject to the provisions of this section 6 and sections 3 and 5
hereof, options granted under this Agreement will be exercisable in
whole or in part, and from time to time, by the Optionee giving a
notice in writing addressed to the Company at its principal office in
the City of Ottawa, Canada, and delivered to the C.E.O. of the Company,
which notice shall specify therein the number of Optioned Shares in
respect of which such notice is being exercised and shall be
accompanied by payment (by certified cheque or banker's draft made
payable to or to the order of the Company) in full of the exercise
price for such number of Optioned Shares so specified therein. Upon any
such exercise of option as aforesaid, the Company shall forthwith
deliver to the Optionee (or as the Optionee may otherwise direct in a
notice of exercise of option) within ten (10) days following receipt by
the Company of any such notice of exercise of option a certificate or
certificates in the name of the Optionee representing in the aggregate
such number of Optioned Shares as the Optionee shall have then paid
for.
7. NECESSARY APPROVALS
The obligation of the Company to issue and deliver the Optioned Shares
in accordance with this Agreement and the option herein is subject to
the approval of any regulatory authority (including but not limited to
applicable stock exchanges and securities commission) having
jurisdiction over the securities of the Company. If any or all of the
Optioned Shares cannot be issued to the Optionee for any reason
whatsoever, the obligation of the Company to issue such Optioned Shares
shall terminate and any exercise price paid under the option granted
pursuant to this Agreement to the Company will be returned by the
Company to the Optionee.
The Company shall not be obligated to file any prospectus, offering
memorandum, registration statement or other offering document with
securities regulatory authorities in any jurisdiction in respect the
option granted hereby in order to qualify for distribution to the
Optionee of the Optioned Shares.
8. GOVERNING LAW
This Agreement shall be construed in accordance with and governed by
the laws of the Province of Ontario and the laws of Canada applicable
therein and shall be deemed to have been made in Ontario.
- 3 -
<PAGE>
9. ASSIGNMENTS
This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Optionee and his legal
representatives to the extent provided in section 5 hereof. This
Agreement shall not be transferable or assignable by the Optionee or
his legal representatives.
10. ENTIRE AGREEMENT
This Agreement, and the Unanimous Shareholder Agreement, constitute the
entire agreement between the parties hereto with respect to the subject
matter hereof and cancels and supersedes any prior understandings and
agreements between the parties hereto with respect thereto. There are
no representations, warranties, terms, conditions, undertakings or
collateral agreements, express, implied or statutory, between the
parties other than as expressly set forth in this Agreement.
11. AMENDMENTS AND WAIVERS
No amendments to this Agreement shall be valid or binding unless made
in writing by each of the parties hereto. No waiver of any breach of
this Agreement shall be effective or binding unless made in writing and
signed by the party purporting to give the same and, unless otherwise
provided in the written waiver, a waiver of any breach of this
Agreement shall be limited to the specific breach waived.
12. FURTHER ASSURANCES
Each of the parties to this Agreement hereby covenants and agrees that
is and its respective heirs, executors, administrators, successors and
permitted assigns and nominees shall execute and deliver such further
and other instruments, agreements and writings and do and cause to be
done such other acts and things as may be necessary or desirable in
order to give full effect to this Agreement.
13. SEVERABILITY
If any provision of this Agreement is determined to be invalid or
unenforceable in whole or in part, such invalidity or unenforceability
shall attach only to such provision or part thereof and the remaining
part of such provision and all other provisions hereof shall continue
in full force and effect.
14. COUNTERPARTS AND FACSIMILE EXECUTION
This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original and all of which together shall
constitute the same agreement. This Agreement may be executed and
delivered by telecopier, provided that actual executed copies of this
Agreement shall be substituted forthwith after execution for the copies
executed by telecopier.
15. TIME OF THE ESSENCE
Time shall be of the essence of this Agreement.
16. NUMBER AND GENDER
Words importing the singular include the plural and vice versa; and
words importing gender include all genders.
IN WITNESS WHEREOF the Company and the Optionee have executed this Agreement.
LORAN NETWORK HOLDINGS CORPORATION INC.
___________________________________ Per: _________________________________
Name: Leighton Powell
Title: C.E.O.
___________________________________
Witness
<PAGE>
TEMPLATE #2
OPTION AGREEMENT
THIS AGREEMENT made as of the _____ day of ______________, 1999
B E T W E E N:
LORAN NETWORK HOLDINGS CORPORATION INC., a corporation
incorporated under the laws of Canada
(hereinafter called the "COMPANY")
OF THE FIRST PART;
- and -
(hereinafter called the "OPTIONEE")
OF THE SECOND PART.
WHEREAS the Company is a corporation incorporated under the laws of Canada;
AND WHEREAS the Optionee is an Employee (as defined below) of the Company;
AND WHEREAS the Company and the Optionee wish to enter into this Agreement to
provide for the granting by the Company to the Optionee of certain options to
acquire Shares in the capital of the Company;
NOW THEREFORE THIS AGREEMENT WITNESSETH that it is agreed by and between the
parties hereto as follows:
1. DEFINITIONS
a) "EFFECTIVE DATE" means the date before which the optioned
shares cannot be exercised and is either: (i) the first
anniversary of the Employee's start date or, (ii) if
additional optioned shares have been granted, the first
anniversary from the date these additional optioned shares
were granted;
b) "EMPLOYEE" means any officer, director or employee of the
Company or any subsidiary;
c) "EXERCISE PERIOD" means the period commencing on the Effective
Date and ending on the Expiry Date;
d) "EXPIRY DATE" means the date after which optioned shares
cannot be exercised;
e) "SHARES" means the Class B common non-voting shares without
par value in the capital of the Company as constituted at the
date of this Agreement, each, a "share".
2. THE OPTION
The Company, as of the date hereof, grants to the Optionee, and the
Optionee hereby accepts, subject to the terms and conditions
hereinafter set out, an irrevocable option to purchase at the time or
times hereinafter set forth:
a) _____ Shares (hereinafter referred, each, as an "Optioned
Share (i)", collectively, as the "Optioned Shares (i)"), at a
price of $0.40 Cdn. per Optioned Share (i) as set out in
section 3 a) (i) below;
b) _____ Shares (hereinafter referred, each, as an "Optioned
Share (ii)", collectively, as the "Optioned Shares (ii)"), at
a price of $1.29 Cdn. per Optioned Share (ii) as set out in
section 3 a) (ii) below;
c) _____ Shares (hereinafter referred, each, as an "Optioned
Share (iii)", collectively, as the "Optioned Shares (iii)"),
at a price of $2.85 Cdn. per Optioned Share (iii) as set out
in section 3 a) (iii) below.
3. ENTITLEMENT TO EXERCISE THE OPTION
a) No part of any option granted hereunder shall be exercisable
by the Optionee prior to the Effective Date hereunder.
Thereafter, and subject to the terms and conditions
hereinafter set forth, up to 100% of the number of Optioned
Shares (i), up to 50% of the number of Optioned Shares (ii)
and up to 33% of the number of Optioned Shares (iii) may be
exercised by the Optionee on or after the Effective Date in
the first year and on or after each anniversary date of the
Effective Date in subsequent years. (Administratively, share
certificates are issued on September 30th for share options
exercisable to that date).
For greater certainty, the Optionee may, subject to and in
accordance with the terms contained herein, exercise the
following Optioned Shares on or after the Effective Dates as
set forth below:
<PAGE>
- 2 -
(i) - Optioned Shares (i)
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
EFFECTIVE DATE (ON OR AFTER) PRICE PER SHARE NO. OF OPTIONED SHARES AVAILABLE EXPIRY DATE
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
September 30, 1999 $0.40 September 30, 2002
-----------------------------------------------------------------------------------------------------------------------------
TOTAL
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(ii) - Optioned Shares (ii)
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
EFFECTIVE DATE (ON OR AFTER) PRICE PER SHARE NO. OF OPTIONED SHARES AVAILABLE EXPIRY DATE
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$1.29 September 30, 2002
-----------------------------------------------------------------------------------------------------------------------------
$1.29 September 30, 2002
-----------------------------------------------------------------------------------------------------------------------------
TOTAL
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(iii) - Optioned Shares (iii)
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
EFFECTIVE DATE (ON OR AFTER) PRICE PER SHARE NO. OF OPTIONED SHARES AVAILABLE EXPIRY DATE
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
September 30, 2000 $2.85 September 30, 2002
-----------------------------------------------------------------------------------------------------------------------------
September 30, 2001 $2.85 September 30, 2002
-----------------------------------------------------------------------------------------------------------------------------
September 30, 2002 $2.85 September 30, 2002
-----------------------------------------------------------------------------------------------------------------------------
TOTAL
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Any options that are exercisable that are not exercised in any
particular year may be carried forward to succeeding years up
to and including the earlier of the Expiry Date or termination
as provided for herein.
b) The Optionee agrees that prior to and as a condition of the
exercise by him of any option granted pursuant to this
Agreement, the Optionee shall become a party to and be bound
as an "Employee Shareholder" by the terms and conditions of
the Company's current "Unanimous Shareholders Agreement", and
as amended from time to time, among all of the shareholders of
the Company and the Company.
4. EXPIRY OF THE OPTION
Subject to the terms and conditions hereinafter set forth, the option
hereby granted shall remain in force from the Effective Date until the
Expiry Date. 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 the
option hereby granted has not then been exercised.
5. TERMINATION OF EMPLOYMENT OR DEATH
a) In the event of the termination by the Company with or without
cause of the Optionee's employment with the Company, the
Optionee's entitlement to exercise options hereunder shall
immediately cease and the Employee's entitlements with respect
to any Optioned Shares for which his or her rights have not
previously been exercised shall terminate and shall thereafter
be of no further force and effect.
b) In the event of the death of the Optionee, any options granted
to such Optionee may be exercised by the legal representatives
of such Optionee for a period of 60 days from the date of
death of such Optionee, after which period any portion of any
options which remain unexercised shall terminate immediately
and be of no force or effect.
6. METHOD OF EXERCISE
Subject to the provisions of this section 6 and sections 3 and 5
hereof, options granted under this Agreement will be exercisable in
whole or in part, and from time to time, by the Optionee giving a
notice in writing addressed to the Company at its principal office in
the City of Ottawa, Canada, and delivered to the C.E.O. of the Company,
which notice shall specify therein the number of Optioned Shares in
respect of which such notice is being exercised and shall be
accompanied by payment (by certified cheque or banker's draft made
payable to or to the order of the Company) in full of the exercise
price for such number of Optioned Shares so specified therein. Upon any
such exercise of option as aforesaid, the Company shall forthwith
deliver to the Optionee (or as the Optionee may otherwise direct in a
notice of exercise of option) within ten (10) days following receipt by
the Company of any such notice of exercise of option a certificate or
certificates in the name of the Optionee representing in the aggregate
such number of Optioned Shares as the Optionee shall have then paid
for.
7. NECESSARY APPROVALS
The obligation of the Company to issue and deliver the Optioned Shares
in accordance with this Agreement and the option herein is subject to
the approval of any regulatory authority (including but not limited to
applicable stock exchanges and securities commission) having
jurisdiction over the securities of the Company. If any or all of the
Optioned Shares cannot be issued to the Optionee for any reason
whatsoever, the obligation of the Company to issue such Optioned Shares
shall terminate
<PAGE>
- 3 -
and any exercise price paid under the option granted pursuant to this
Agreement to the Company will be returned by the Company to the
Optionee.
The Company shall not be obligated to file any prospectus, offering
memorandum, registration statement or other offering document with
securities regulatory authorities in any jurisdiction in respect the
option granted hereby in order to qualify for distribution to the
Optionee of the Optioned Shares.
8. GOVERNING LAW
This Agreement shall be construed in accordance with and governed by
the laws of the Province of Ontario and the laws of Canada applicable
therein and shall be deemed to have been made in Ontario.
9. ASSIGNMENTS
This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Optionee and his legal
representatives to the extent provided in section 5 hereof. This
Agreement shall not be transferable or assignable by the Optionee or
his legal representatives.
10. ENTIRE AGREEMENT
This Agreement, and the Unanimous Shareholder Agreement, constitute the
entire agreement between the parties hereto with respect to the subject
matter hereof and cancels and supersedes any prior understandings and
agreements between the parties hereto with respect thereto. There are
no representations, warranties, terms, conditions, undertakings or
collateral agreements, express, implied or statutory, between the
parties other than as expressly set forth in this Agreement.
11. AMENDMENTS AND WAIVERS
No amendments to this Agreement shall be valid or binding unless made
in writing by each of the parties hereto. No waiver of any breach of
this Agreement shall be effective or binding unless made in writing and
signed by the party purporting to give the same and, unless otherwise
provided in the written waiver, a waiver of any breach of this
Agreement shall be limited to the specific breach waived.
12. FURTHER ASSURANCES
Each of the parties to this Agreement hereby covenants and agrees that
is and its respective heirs, executors, administrators, successors and
permitted assigns and nominees shall execute and deliver such further
and other instruments, agreements and writings and do and cause to be
done such other acts and things as may be necessary or desirable in
order to give full effect to this Agreement.
13. SEVERABILITY
If any provision of this Agreement is determined to be invalid or
unenforceable in whole or in part, such invalidity or unenforceability
shall attach only to such provision or part thereof and the remaining
part of such provision and all other provisions hereof shall continue
in full force and effect.
14. COUNTERPARTS AND FACSIMILE EXECUTION
This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original and all of which together shall
constitute the same agreement. This Agreement may be executed and
delivered by telecopier, provided that actual executed copies of this
Agreement shall be substituted forthwith after execution for the copies
executed by telecopier.
15. TIME OF THE ESSENCE
Time shall be of the essence of this Agreement.
16. NUMBER AND GENDER
Words importing the singular include the plural and vice versa; and
words importing gender include all genders.
IN WITNESS WHEREOF the Company and the Optionee have executed this Agreement.
LORAN NETWORK HOLDINGS CORPORATION INC.
___________________________________ Per: _______________________________
Name:
Title:
___________________________________
Witness
<PAGE>
TEMPLATE #3
OPTION AGREEMENT
THIS AGREEMENT made as of the _______ day of _____________, 1999
B E T W E E N:
LORAN NETWORK HOLDINGS CORPORATION INC., a corporation
incorporated under the laws of Canada
(hereinafter called the "COMPANY")
OF THE FIRST PART;
- and -
(hereinafter called the "OPTIONEE")
OF THE SECOND PART.
WHEREAS the Company is a corporation incorporated under the laws of Canada;
AND WHEREAS the Optionee is an Employee (as defined below) of the Company;
AND WHEREAS the Company and the Optionee wish to enter into this Agreement to
provide for the granting by the Company to the Optionee of certain options to
acquire Shares in the capital of the Company;
NOW THEREFORE THIS AGREEMENT WITNESSETH that it is agreed by and between the
parties hereto as follows:
1. DEFINITIONS
a) "EFFECTIVE DATE" means the date before which the optioned
shares cannot be exercised and is either: (i) the first
anniversary of the Employee's start date or, (ii) if
additional optioned shares have been granted, the first
anniversary from the date these additional optioned shares
were granted;
b) "EMPLOYEE" means any officer, director or employee of the
Company or any subsidiary;
c) "EXERCISE PERIOD" means the period commencing on the Effective
Date and ending on the Expiry Date;
d) "EXPIRY DATE" means the date after which optioned shares
cannot be exercised;
e) "SHARES" means the Class B common non-voting shares without
par value in the capital of the Company as constituted at the
date of this Agreement, each, a "share".
2. THE OPTION
The Company, as of the date hereof, grants to the Optionee, and the
Optionee hereby accepts, subject to the terms and conditions
hereinafter set out, an irrevocable option to purchase at the time or
times hereinafter set forth:
a) _____ Shares (hereinafter referred, each, as an "Optioned
Share (i)", collectively, as the "Optioned Shares (i)"), at a
price of $1.29 Cdn. per Optioned Share (i) as set out in
section 3 a) (i) below;
b) _____ Shares (hereinafter referred, each, as an "Optioned
Share (ii)", collectively, as the "Optioned Shares (ii)"), at
a price of $2.85 Cdn. per Optioned Share (ii) as set out in
section 3 a) (ii) below.
3. ENTITLEMENT TO EXERCISE THE OPTION
a) No part of any option granted hereunder shall be exercisable
by the Optionee prior to the Effective Date hereunder.
Thereafter, and subject to the terms and conditions
hereinafter set forth, up to 33% of the number of Optioned
Shares (i) and up to 33% of the number of Optioned Shares (ii)
may be exercised by the Optionee on or after the Effective
Date in the first year and on or after each anniversary date
of the Effective Date in subsequent years. (Administratively,
share certificates are issued on September 30th for share
options exercisable to that date).
For greater certainty, the Optionee may, subject to and in
accordance with the terms contained herein, exercise the
following Optioned Shares on or after the Effective Dates as
set forth below:
<PAGE>
- 2 -
(i) - Optioned Shares (i)
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
EFFECTIVE DATE (ON OR AFTER) PRICE PER SHARE NO. OF OPTIONED SHARES AVAILABLE EXPIRY DATE
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$1.29 September 30, 2004
-----------------------------------------------------------------------------------------------------------------------------
$1.29 September 30, 2004
-----------------------------------------------------------------------------------------------------------------------------
$1.29 September 30, 2004
-----------------------------------------------------------------------------------------------------------------------------
TOTAL
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(ii) - Optioned Shares (ii)
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
EFFECTIVE DATE (ON OR AFTER) PRICE PER SHARE NO. OF OPTIONED SHARES AVAILABLE EXPIRY DATE
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
September 30, 2000 $2.85 September 30, 2005
-----------------------------------------------------------------------------------------------------------------------------
September 30, 2001 $2.85 September 30, 2005
-----------------------------------------------------------------------------------------------------------------------------
September 30, 2002 $2.85 September 30, 2005
-----------------------------------------------------------------------------------------------------------------------------
TOTAL
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Any options that are exercisable that are not exercised in any
particular year may be carried forward to succeeding years up
to and including the earlier of the Expiry Date or termination
as provided for herein.
b) The Optionee agrees that prior to and as a condition of the
exercise by him of any option granted pursuant to this
Agreement, the Optionee shall become a party to and be bound
as an "Employee Shareholder" by the terms and conditions of
the Company's current "Unanimous Shareholders Agreement", and
as amended from time to time, among all of the shareholders of
the Company and the Company.
4. EXPIRY OF THE OPTION
Subject to the terms and conditions hereinafter set forth, the option
hereby granted shall remain in force from the Effective Date until the
Expiry Date. 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 the
option hereby granted has not then been exercised.
5. TERMINATION OF EMPLOYMENT OR DEATH
a) In the event of the termination by the Company with or without
cause of the Optionee's employment with the Company, the
Optionee's entitlement to exercise options hereunder shall
immediately cease and the Employee's entitlements with respect
to any Optioned Shares for which his or her rights have not
previously been exercised shall terminate and shall thereafter
be of no further force and effect.
b) In the event of the death of the Optionee, any options granted
to such Optionee may be exercised by the legal representatives
of such Optionee for a period of 60 days from the date of
death of such Optionee, after which period any portion of any
options which remain unexercised shall terminate immediately
and be of no force or effect.
6. METHOD OF EXERCISE
Subject to the provisions of this section 6 and sections 3 and 5
hereof, options granted under this Agreement will be exercisable in
whole or in part, and from time to time, by the Optionee giving a
notice in writing addressed to the Company at its principal office in
the City of Ottawa, Canada, and delivered to the C.E.O. of the Company,
which notice shall specify therein the number of Optioned Shares in
respect of which such notice is being exercised and shall be
accompanied by payment (by certified cheque or banker's draft made
payable to or to the order of the Company) in full of the exercise
price for such number of Optioned Shares so specified therein. Upon any
such exercise of option as aforesaid, the Company shall forthwith
deliver to the Optionee (or as the Optionee may otherwise direct in a
notice of exercise of option) within ten (10) days following receipt by
the Company of any such notice of exercise of option a certificate or
certificates in the name of the Optionee representing in the aggregate
such number of Optioned Shares as the Optionee shall have then paid
for.
7. NECESSARY APPROVALS
The obligation of the Company to issue and deliver the Optioned Shares
in accordance with this Agreement and the option herein is subject to
the approval of any regulatory authority (including but not limited to
applicable stock exchanges and securities commission) having
jurisdiction over the securities of the Company. If any or all of the
Optioned Shares cannot be
<PAGE>
- 3 -
issued to the Optionee for any reason whatsoever, the obligation of the
Company to issue such Optioned Shares shall terminate and any exercise
price paid under the option granted pursuant to this Agreement to the
Company will be returned by the Company to the Optionee.
The Company shall not be obligated to file any prospectus, offering
memorandum, registration statement or other offering document with
securities regulatory authorities in any jurisdiction in respect the
option granted hereby in order to qualify for distribution to the
Optionee of the Optioned Shares.
8. GOVERNING LAW
This Agreement shall be construed in accordance with and governed by
the laws of the Province of Ontario and the laws of Canada applicable
therein and shall be deemed to have been made in Ontario.
9. ASSIGNMENTS
This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns, and the Optionee and his legal
representatives to the extent provided in section 5 hereof. This
Agreement shall not be transferable or assignable by the Optionee or
his legal representatives.
10. ENTIRE AGREEMENT
This Agreement, and the Unanimous Shareholder Agreement, constitute the
entire agreement between the parties hereto with respect to the subject
matter hereof and cancels and supersedes any prior understandings and
agreements between the parties hereto with respect thereto. There are
no representations, warranties, terms, conditions, undertakings or
collateral agreements, express, implied or statutory, between the
parties other than as expressly set forth in this Agreement.
11. AMENDMENTS AND WAIVERS
No amendments to this Agreement shall be valid or binding unless made
in writing by each of the parties hereto. No waiver of any breach of
this Agreement shall be effective or binding unless made in writing and
signed by the party purporting to give the same and, unless otherwise
provided in the written waiver, a waiver of any breach of this
Agreement shall be limited to the specific breach waived.
12. FURTHER ASSURANCES
Each of the parties to this Agreement hereby covenants and agrees that
is and its respective heirs, executors, administrators, successors and
permitted assigns and nominees shall execute and deliver such further
and other instruments, agreements and writings and do and cause to be
done such other acts and things as may be necessary or desirable in
order to give full effect to this Agreement.
13. SEVERABILITY
If any provision of this Agreement is determined to be invalid or
unenforceable in whole or in part, such invalidity or unenforceability
shall attach only to such provision or part thereof and the remaining
part of such provision and all other provisions hereof shall continue
in full force and effect.
14. COUNTERPARTS AND FACSIMILE EXECUTION
This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original and all of which together shall
constitute the same agreement. This Agreement may be executed and
delivered by telecopier, provided that actual executed copies of this
Agreement shall be substituted forthwith after execution for the copies
executed by telecopier.
15. TIME OF THE ESSENCE
Time shall be of the essence of this Agreement.
16. NUMBER AND GENDER
Words importing the singular include the plural and vice versa; and
words importing gender include all genders.
IN WITNESS WHEREOF the Company and the Optionee have executed this Agreement.
LORAN NETWORK HOLDINGS CORPORATION INC.
___________________________________ Per: _______________________________
Name:
Title:
___________________________________
Witness
<PAGE>
ADDENDUM
TO THE OPTION AGREEMENT BETWEEN
LORAN NETWORK HOLDING CORPORATION INC.
AND THE UNDERSIGNED OPTIONEE OF
LORAN NETWORK HOLDING CORPORATION INC.
WHEREAS Loran Network Holding Corporation Inc. (the "Company") and the
undersigned optionee of the Company (the "Optionee") entered into an agreement
dated * , * providing for the issuance to the Optionee of certain options to
purchase Class B non-voting common shares in the capital of the Company (the
"Agreement");
AND WHEREAS in order to be fully effective in accordance with the terms
of the Amended and Restated Unanimous Shareholders Agreement of the Company in
effect as at the date hereof (the "USA"), the grant of options contemplated by
the Agreement had to be made in accordance with the terms of the share option
plan of the Company (the "Plan"), a copy of which is attached hereto as schedule
"A";
AND WHEREAS the Optionee and the Company have agreed to enter into this
Addendum to the Agreement to clarify that the grant of options under the
Agreement was made under, and subject to the terms and conditions of, the Plan;
NOW THEREFORE, in consideration of the grant of options contained in
the Agreement and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Optionee and the Company agree
as follows:
1. The Optionee and the Company agree that (i) the Agreement shall be read
and construed as being made in accordance with, and subject to the
terms and conditions of, the Plan and (ii) the grant of options
contemplated by the Agreement shall for all purposes be construed as a
grant of options under, and subject to the terms and conditions of, the
Plan.
2. The Optionee and the Company agree that, to the extent of any conflict
between the terms of the Agreement and the terms of the Plan, the terms
of the Plan shall govern and take precedence over the terms of the
Agreement.
3. This Addendum is governed by the laws of Ontario.
Dated this _______ day of _____________ , 2000.
LORAN NETWORK HOLDINGS CORPORATION INC.
______________________________ ________________________________________
Optionee Leighton Powell
C.E.O.
______________________________
Witness
