EXHIBIT 10.29
THIS DIRECTOR INCENTIVE OPTION AGREEMENT dated for reference as at the 30th day
of December, 1996.
BETWEEN:
PORTACOM WIRELESS, INC., a company duly incorporated under
the laws of the State of Delaware, with an office at #11 -
1155 Melville Street, in the City of Vancouver, in the
Province of British Columbia, V6Z 4G4.
(the "Company")
OF THE FIRST PART
AND:
DOUGLAS MACLELLAN
224 Redlands Street
Playa del Rey, California
90293
(the "Director ")
OF THE SECOND PART
WHEREAS:
A. The Director is a director of the Company.
B. It is advantageous for the Company to grant to the Director stock
options to purchase the Company's shares as an incentive for services to be
rendered to the Company by the Director.
IN CONSIDERATION OF THESE PREMISES, AND THE COVENANTS AND AGREEMENTS HEREIN
CONTAINED IN THIS AGREEMENT, THE PARTIES COVENANT AND AGREE AS FOLLOWS:
1. Grant of Options. The Company grants to the Director, irrevocable
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within the time limited by this Agreement, options (the "Options") to purchase
free and clear of all liens, charges and encumbrances, in aggregate, 200,000
common shares of the Company (the "Option Shares") at the price per Option Share
set out in paragraph 2.
2. Term and Price. Subject as hereinafter provided, the Options may be
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exercised by the Director during the period December 30, 1996 to December 30,
2001 inclusive (the "Option Term"), at a price of $2.68 (U.S.) per share, or
such other price as may be approved by the Vancouver Stock Exchange.
3. Exercise of Options. The Director may exercise the Options either
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wholly or in part any time and from time to time within the Option Term by
transmitting notice in writing to the Company setting out the number of shares
to be purchased, together with payment for those shares by certified cheque,
bank draft or wire order.
4. Continuing to Act in Designated Capacity. The Options are subject to
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the Director continuing to act as a director of the Company during the Option
Term. If the Director should cease to continue to act as a director of the
Company during the Option Term for any reason except by reason of death, then
the Options allocated to such Director pursuant to paragraph 1 shall be
terminated without further action of the Company and become null and void within
thirty (30) days of the Director so ceasing to act.
5. Corporate Authority. Prior to the issuance of any of the Option
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Shares the Company will take or cause to be taken all necessary steps to validly
and effectively approve or authorize the allotment and issuance by the Company
of the Option Shares.
6. Death of Optionee. In the event of the death of the Director, the
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Options allocated to the Director may be exercised by the Director's estate or
legal representative for a period of six (6) months from the date of death.
7. Options Personal. The Options granted are personal to the Director
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and shall not be assigned or transferred. It is acknowledged and agreed that
the Director has not been induced to exercise any of the Options or to purchase
any of the Option Shares pursuant to this Agreement by expectation of employment
or, if applicable, continued employment with the Company.
8. Regulatory and Shareholder Approvals. This Agreement and any
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amendments hereto and the Options provided for herein are subject to the
approval of the Vancouver Stock Exchange, and are further subject to the
approval of the shareholders of the Company in a general meeting prior to any
exercise of the Options as a result of the Director being considered to be an
"insider" of the Company as that term is defined in the Securities Act (British
Columbia). In addition, the Director acknowledges that there may be resale
restrictions and reporting requirements imposed upon any or all of the Option
Shares. The Director agrees to abide by any resale restrictions as may be
imposed and any and all reporting requirements as prescribed by the Securities
Act (British Columbia) and the rules and regulations pursuant thereto, and, if
the Director is not a resident of British Columbia, further agrees to abide by
all applicable securities laws (including, but not limited to such hold periods
as may be applicable in respect of any resale of the Option Shares as a result
of such securities laws) in the jurisdiction in which the Director is resident.
9. Adjustment of Terms on Capital Alterations. If, during the Option
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Term, there is a subdivision, consolidation, redivision, or reclassification of
the issued common shares of the Company, the class, number and price of the
balance of the Option Shares to be issued in respect of any of the Options
thereafter will be adjusted proportionately.
10. Notice of Exercise. Notice of exercise of the Options shall be deemed
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to be well and sufficiently given if sent by prepaid registered mail or
delivered to the Company at the address set forth above together with the
appropriate exercise payment.
11. Counterparts. This Agreement may be executed in several parts in the
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same form and such parts as so executed shall together form one original
agreement, and such parts if more than one shall be read together and construed
as if all the signing parties had executed one copy of this Agreement.
12. Enurement. This Agreement shall enure to the benefit of and be
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binding upon the parties to this Agreement and their respective heirs,
executors, administrators and successors.
13. Headings. The paragraph headings that appear at the beginning of each
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paragraph of this Agreement are not intended to form a part of this Agreement,
but are inserted for convenience of reference only.
14. Time of the Essence. Time shall be of the essence.
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15. Governing Law. This Agreement shall be governed and construed in
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accordance with the laws of the Province of British Columbia.
THE PARTIES have executed this Agreement as at the day first above written.
THE CORPORATE SEAL OF PORTACOM )
WIRELESS, INC. was hereunto affixed in the )
presence of: )
)
)
)
______________________________________ )
Authorized Signatory ) C/S
)
)
)
)
SIGNED, SEALED AND DELIVERED by )
DOUGLAS MACLELLAN, in the )
presence of: )
)
)
)
_________________________________ )
WITNESS _________________________
DOUGLAS MACLELLAN