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Exhibit 10.14
MANAGEMENT EMPLOYEE OPTION AGREEMENT
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THIS AGREEMENT made as of the date set out on Appendix A hereto,
between ImagicTV Inc. (the "Company") and the employee of the Company named in
Appendix A (the "Employee")
WHEREAS:
(a) the Company has established an Employee Share Option Plan (the "Plan")
under which options to purchase Class C non-voting common shares of the
Company are granted to employees in order to incentivize employees to exert
their best efforts on behalf of the Company; and
(b) the Company has agreed to permit the Employee to participate in the Plan,
in accordance with the terms of this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration for the
grant of options to the Employee, and the mutual promises made herein, the
parties hereto agree as follows:
1. Grant of Options
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(a) The Company hereby grants to the Employee an option (the "Option") to
purchase such number of Class C non-voting common shares of the
Company (the "Optioned Shares") as is and according to the terms set
out in Appendix A, subject to the vesting and other provisions of this
Agreement. The Employee's right to purchase Optioned Shares shall vest
in accordance with the schedule set out in Appendix A, and the
Employee shall be entitled to purchase only those Optioned Shares
which have vested (the "Vested Optioned Shares").
(b) Where the vesting condition for specific Optioned Shares has been
satisfied, the Employee shall be entitled to purchase such Vested
Optioned Shares until the date which is the seventh anniversary of the
date hereof for the price per Vested Optioned Share set out in
Appendix A hereto. The Employee shall exercise his right to purchase
such shares by giving written notice (the "Exercise Notice") to the
Company, accompanied by a certified cheque, bank draft or money order
for the relevant purchase price. The Employee shall forever cease to
be entitled to purchase such Vested Optioned Shares if the Exercise
Notice is not provided to the Company by the seventh anniversary date
of this Agreement.
2. Termination of Employment
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The terms of the employment agreement between the Employee and the
Company, as amended from time to time (the "Employment Agreement"), regarding
termination shall be deemed to be incorporated by reference into this Agreement.
1. Sale of the Company
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The Employee 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 Employee shall be
entitled to exercise all Optioned Shares and shall sell the shares issuable upon
exercise thereof pursuant to such offer or approve the asset sale and not
exercise dissent rights in respect of such sale. The Employee's right to
purchase any Optioned Shares, whether Vested Optioned Shares or any other
Optioned Shares, shall terminate as at the time of closing, after which the
Option will lapse. If, at the time of closing of any transaction requiring the
sale of the Employee's Shares pursuant to this Section 3, the Employee fails to
complete such sale of any shares of the Company then held by the Employee
(including without limitation shares issued upon exercise of the Option), 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
Employee at the time of such closing to the credit of the Employee in the main
branch of the Company's designated financial institution, to execute and
deliver, on behalf of and in the name of the Employee, such transfers or other
documents that may be necessary to complete the sale transaction and the
Employee does hereby irrevocably constitute and appoint the purchaser as the
true and lawful attorney of the Employee 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.
1. Income Tax Consequences
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The Employee acknowledges that the Company has advised him that there
are income tax consequences related to the purchase of Optioned Shares by the
Employee and that the Company has recommended that he obtain independent advice
on the tax consequences of the purchase of such shares. The Employee 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 Employee of his purchase or sale of the shares of the
Company purchased by the Employee under the Plan or otherwise.
1. Adjustment; Reorganization
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(a) In the event of any change in the shares of the Company by reason of
any stock dividend, recapitalization, merger, amalgamation, stock-
split, combination or exchange of shares, or of any similar change
affecting the shares, the number and kind of Optioned Shares shall be
appropriately adjusted consistent with such change in such manner as
the board of directors of the Company may deem equitable to prevent
dilution or enlargement of the rights granted to participants in the
Plan.
(b) If shareholders holding a majority of the issued voting shares of the
Company agree to exchange their shares of the Company for shares of an
affiliate of the Company or a new holding company for the Company, or
if the assets primarily used in the operation of the Company are sold
to another company, or in the event of a proposed merger, amalgamation
or arrangement of the Company with one or
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more other corporations, or the making of a take-over bid for any
outstanding shares, the Employee agrees that the Company, in its
discretion, may decide either: (i) that the Option to purchase
Optioned Shares issuable hereunder be replaced by an option to
purchase a proportionate number of shares of such other company, and
thereafter the terms of this Agreement shall apply to such shares of
the other company; or (ii) to accelerate the vesting of any Optioned
Shares which have not at that time been vested and require the
Employee to decide whether to exercise the right to purchase all
Vested Optioned Shares within 30 days of such acceleration or to
permanently forfeit such right.
2. No Right To Employment
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The Employee acknowledges and agrees that neither the existence of the
Plan nor the grant by the Company of the Option hereunder nor the purchase by
the Employee of the Optioned Shares hereunder shall confer upon the Employee any
right with respect to continuance of employment with the Company, nor shall they
interfere in any way with the right of the Company to terminate the Employee's
employment.
1. Unanimous Shareholders' Agreement
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The Employee agrees that prior to and as a condition of the exercise
by him or her of any Options granted pursuant to the Plan, the Employee shall
become a party to and be bound by the Unanimous Shareholders' Agreement dated
December 17th, 1999 as amended or superseded from time to time, among all of the
shareholders of the Company and the Company.
1. Intellectual Property Provisions.
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The terms of the Employment Agreement regarding the protection of
proprietary rights of the Company shall be deemed to be incorporated by
reference into this Agreement.
1. General
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(a) This Agreement shall enure to the benefit of and be binding upon the
respective heirs, executors, administrators, successors and permitted
assigns of the parties hereto. The Employee may not assign this
Agreement.
(b) This Agreement constitutes 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. The provisions of this Agreement shall
prevail in the event of any conflict between the provisions of this
Agreement and any other agreement between the Company and the
Employee.
(c) The provisions of the Company's Employee Share Option Plan as amended
from time to time shall be deemed to be incorporated herein by
reference. To the extent that there are any conflicts, the terms and
conditions of this Agreement shall prevail over those of the Employee
Share Option Plan.
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(d) No amendment to this Agreement shall be valid or binding unless set
forth in writing and duly executed by all of the parties hereto.
(e) Any demand, notice or other communication to be given in connection
with this Agreement shall be given in writing and may be given by
personal delivery or by registered mail addressed to the recipient as
follows:
To the Employee:
At the address set out in Appendix A.
To the Company:
ImagicTV Inc.
One Brunswick Square
14/th/ Floor, P.O. Box 303
Saint John, New Brunswick, Canada
E2L 3Y2
Attention: Marcel LeBrun, President and CEO
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or such other address, as may be designated by written notice by a
party to the other. Any such notice given by personal delivery shall
be conclusively deemed to have been given on the day of actual
delivery thereof and, if given by registered mail, on the fifth
business day following the deposit thereof in the mail.
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A. This Agreement shall be governed by and construed in accordance with
the laws in force in the Province of New Brunswick, Canada. In this
Agreement any word importing the masculine gender includes the
feminine gender.
IN WITNESS WHEREOF the parties have executed this Agreement as of the
date set out in Appendix A.
SIGNED, SEALED AND DELIVERED in )
the presence of: )
) Employee (signature)
)
Witness ) Name (printed)
)
)
ImagicTV Inc.
By: ____________________
Name:
Title:
By: ____________________