INFOCAST CORPORATION
1 Richmond Street West
Toronto, Ontario M5H 3W4
June 1, 1999
To: [Optionee]
We are pleased to inform you that on June 1, 1999, the Board
of Directors of Infocast Corporation (the "Company") granted you a Nonqualified
Option (the "Option") to purchase [_______] shares of common stock (the
"Shares"), $.001 par value, of the Company ("Common Stock") pursuant to the
Company's 1999 Stock Option Plan (the "Plan"), at a price of $7.00 per Share.
Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to them in the Plan (a copy of which in its present form is attached
hereto).
No part of the Option is currently exercisable. Prior to May
31, 2004 (the date on which the Option will, to the extent not previously
exercised, expire) the Option may be exercised, as follows: ___________]. You
must purchase a minimum of 100 Shares each time you choose to purchase Shares,
except to purchase the remaining Shares available to you. In the event of a
change in control of the Company, all Options granted hereby immediately become
fully vested and exercisable. A "change in control" is defined as (i) approval
by the stockholders of the Company of any consolidation or merger of the Company
in which the holders of voting stock of the Company immediately before the
merger or consolidation will not own 50 percent or more of the voting shares of
the continuing or surviving corporation or of a sale or other transfer of all or
substantially all the assets of the Company or (ii) a change of 50 percent in
the membership of the Board of Directors of the Company within a 12-month
period, unless the election of such new directors was approved by the vote of 85
percent of the directors then in office who were in office at the beginning of
such period.
This Option is issued in accordance with and is subject to and
conditioned upon all of the terms and conditions of the Plan, as from time to
time amended, provided, however, that no future amendment or termination of the
Plan shall, without your consent, alter or impair any of your rights or
obligations under the Option. Reference is made to the terms and conditions of
the Plan, all of which are incorporated by reference herein as if fully set
forth herein.
The Company, in its sole discretion, may file a registration
statement under the Securities Act of 1933, as amended (the "Act"), in order to
register the Shares. Unless at the time of the exercise of the Option a
registration statement under the Act is in effect as to such Shares, any
Shares purchased by you upon the exercise of the Option shall be acquired for
investment and not for sale or distribution, and if the Company so requests,
upon any exercise of the Option, in whole or in part, you will execute and
deliver to the Company a certificate to such effect. The Company shall not be
obligated to issue any Shares pursuant to the Option if, in the opinion of
counsel to the Company, the Shares to be so issued are required to be registered
or otherwise qualified under the Act or under any other applicable statute,
regulation or ordinance affecting the sale of securities, unless and until such
Shares have been so registered or otherwise qualified.
You understand and acknowledge that, under existing law,
unless at the time of the exercise of the Option a registration statement under
the Act is in effect as to such Shares (i) any Shares purchased by you upon
exercise of the Option may be required to be held indefinitely unless such
Shares are subsequently registered under the Act or an exemption from such
registration is available; (ii) any sales of such Shares made in reliance upon
Rule 144 promulgated under the Act may be made only in accordance with the terms
and conditions of that Rule (which, under certain circumstances, restrict the
number of shares which may be sold and the manner in which shares may be sold);
(iii) in the case of securities to which Rule 144 is not applicable, compliance
with some other disclosure exemption will be required before any Shares may be
sold; (iv) certificates for Shares to be issued to you hereunder shall bear a
legend to the effect that the Shares have not been registered under the Act and
that the Shares may not be sold, hypothecated or otherwise transferred in the
absence of an effective registration statement under the Act relating thereto or
an opinion of counsel satisfactory to the Company that such registration is not
required; (v) the Company will place an appropriate "stop transfer" order with
its transfer agent with respect to such Shares; and (vi) the Company has
undertaken no obligation to register the Shares or to include the Shares in any
registration statement which may be filed by it subsequent to the issuance of
the Shares to you.
The Option (or installment thereof) is to be exercised by
delivering to the Company a written notice of exercise in the form attached
hereto as Exhibit A, specifying the number of Shares to be purchased, together
with payment of the purchase price of the Shares to be purchased. The purchase
price is to be paid in cash or, at the discretion of the Committee, by
delivering shares of Common Stock already owned by you and having a Fair Market
Value on the trading day immediately preceding the date of exercise equal to the
exercise price of the Option, or a combination of shares of Common Stock and
cash, or otherwise in accordance with the Plan.
-2-
Would you kindly evidence your acceptance of the Option and
your agreement to comply with the provisions hereof and of the Plan by executing
this letter under the words "Agreed To and Accepted."
Very truly yours,
INFOCAST CORPORATION
By: ____________________________
Name:
Title:
AGREED TO AND ACCEPTED:
[Optionee]
-3-
Exhibit A
INFOCAST CORPORATION
1 Richmond Street West
Toronto, Ontario M5H 3W4
Gentlemen:
Notice is hereby given of my election to purchase _____ Shares
of Common Stock, $.001 par value (the "Shares"), of Infocast Corporation at a
price of $____ per Share, pursuant to the provisions of the option granted to me
on June 1, 1999, under the Company's 1999 Stock Option Plan. Enclosed in payment
for the Shares is:
----
/___/ my check in the amount of $________.
----
*/___/ ___________ Shares having a total value $________.
The following information is supplied for use in issuing and
registering the Shares purchased hereby:
Number of Certificates
and Denominations ___________________
Name ___________________
Address ___________________
___________________
Social Security Number ___________________
Dated: _______________, ____
Very truly yours,
__________________________
*Subject to the approval of the
-4-
Board of Directors
-5-