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EXHIBIT 99.2
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of the _____ day of ________, ___.
BETWEEN:
INDO-PACIFIC ENERGY LTD., of 1200 - 1090 West Pender Street,
Vancouver, British Columbia (the "Company")
OF THE FIRST PART
AND:
(the "Director")
OF THE SECOND PART
WHEREAS:
A. The Company's common shares are listed and posted for
trading on the Vancouver Stock Exchange;
B. The Company wishes to grant the Director an option to
purchase common shares in the capital stock of the Company;
C. The Director is a director of the Company.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of other good and valuable consideration and the sum of $1.00 now
paid by the Director to the Company, the receipt and sufficiency
of which is acknowledged by the Company, the parties agree as
follows:
1. In this Agreement, the term Share or Shares shall mean
one or more common shares without par value in the capital stock
of the Company as constituted at the date of this Agreement.
2. The Company hereby grants the Director an irrevocable,
non-transferable and non-assignable option, subject to the
provisions of Sections 4 and 9 hereof (the "Option"), to purchase
__________ Shares of the Company (the "Optioned Shares"), at a
price of $______ per Optioned Share.
3. The Director shall, subject to the terms hereof, have
the right to exercise the Option in its entirety for a term
ending at the close of business on ___________________ (the
"Expiry Date"). Immediately following the close of business on
the Expiry Date, the Option shall, subject to Section 4 hereof,
expire and terminate and be of no further force or effect
whatsoever.
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4. In the event of:
(a) the death of the Director on or prior to the Expiry
Date, the Option shall at the date of such death forthwith expire
and terminate and be of no further force and effect whatsoever;
(b) the resignation of the Director as a director of the
Company prior to the Expiry Date, the Option shall at the date of
such resignation forthwith expire and terminate and be of no
further force and effect whatsoever.
5. Subject to the provisions of Section 4, the Option
shall be exercisable by the Director or his legal personal
representatives tendering a notice in writing at the offices of
the Company in Vancouver, British Columbia, specifying the number
of Shares being purchased, together with a certified cheque in
favour of the Company in an amount equal to the full purchase
price of the number of Shares so specified. Upon any such
exercise of Option as aforesaid, the Company shall forthwith
cause the Transfer Agent and Registrar of the Company to deliver
to the Director or his legal personal representatives (or as the
Director may otherwise direct in the notice of exercise of
Option) a certificate or certificates in the name of the Director
or his legal personal representatives (or as the Director may
otherwise direct in the notice of exercise of Option)
representing in the aggregate such number of Shares as the
Director or his legal personal representatives shall have then
paid for.
6. Nothing herein contained or done pursuant hereto shall
obligate the Director to purchase and/or pay for any Optioned
Shares except those Optioned Shares in respect of which the
Director shall have exercised his Option in the manner provided.
7. The number of common shares deliverable upon the
exercise of the Option shall be subject to adjustment in the
events and in the manner following:
(a) in the event of any subdivision or subdivisions of the
Shares of the Company as such Shares are constituted on the date
hereof, at any time while the Option is in effect into a greater
number of Shares, the Company will thereafter deliver at the time
of purchase of Shares hereunder, in addition to the number of
Shares in respect of which the right to purchase is then being
exercised, such additional number of Shares as result from said
subdivision or subdivisions without the Director making any
additional payment or giving any other consideration therefor;
(b) in the event of any consolidation or consolidations of
the Shares of the Company as such Shares are constituted on the
date hereof, at any time while the Option is in effect, into a
lesser number of Shares, the Company will thereafter deliver and
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the Director shall accept, at the time of purchase of Shares
hereunder, in lieu of the number of Shares in respect of which
the right to purchase is then being exercised, the lesser number
of Shares as a result from such consolidation or consolidations;
(c) in the event of any change of the Shares of the Company
as such Shares are constituted on the date hereof, at any time
while the Option is in effect, the Company will thereafter
deliver at the time of purchase of Shares hereunder the number of
Shares of the appropriate class resulting from the said change as
the Director would have been entitled to receive in respect of
the number of Shares so purchased had the right to purchase been
exercised before such change;
(d) in the event of any capital reorganization,
reclassification or change of outstanding equity shares (other
than a change in the par value thereof) of the Company or in the
event of any consolidation, merger or amalgamation of the Company
with or into any other company or in the event of any sale of the
property of the Company as or substantially as an entirety at any
time while the Option is in effect, the Director shall thereafter
have the right to purchase and receive, in lieu of the Shares
immediately theretofore purchasable and receivable upon the
exercise of the Option, the kind and amount of Shares and other
securities and property receivable upon such capital
reorganization, reclassification, change, consolidation, merger,
amalgamation or sale which the holder of a number of Shares equal
to the number of Shares immediately theretofore purchasable and
receivable upon the exercise of the Option would have received as
a result of such. The subdivision or consolidation of Shares at
any time outstanding into a greater or lesser number of Shares
(whether with or without par value) shall not be deemed to be a
capital reorganization or a reclassification of the capital of
the Company for the purposes of this paragraph (d);
(e) the adjustments provided for in this paragraph are
cumulative;
(f) the Company shall not be required to issue fractional
Shares in satisfaction of its obligations hereunder. Any
fractional interest in a Share that would, except for the
provisions of this paragraph (f), be deliverable upon the
exercise of the Option shall be cancelled and not be deliverable
by the Company; and
(g) if any questions shall at any time arise with respect
to the exercise price or number of Shares deliverable upon
exercise of the Option, such questions shall be conclusively
determined by the Company's Auditors, or, if they decline to so
act any other firm of Chartered Accountants, in Vancouver, that
the Company may designate and who shall have access to all
appropriate records and such determination shall be binding upon
the Company and the Director.
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8. The Director shall have no rights whatsoever as a
shareholder in respect of any of the Optioned Shares (including
any right to receive dividends or other distributions therefrom
or thereon) other than in respect of Optioned Shares in respect
of which the Director shall have exercised his Option and which
the Director shall have actually taken up and paid for.
9. The provisions of this Agreement and the exercise of the
rights hereinbefore granted to the Director are subject to the
approval of all relevant regulatory authorities (including the
Vancouver Stock Exchange) and, as an insider of the Company, of
the shareholders at a general meeting of the shareholders of the
Company. The expression "insider" as used herein, means
"insider" as defined in the Securities Act of British Columbia,
S.B.C. 1985, Chap. 83 (as amended).
10. The Company hereby covenants and agrees to and with the
Director that it will reserve in its treasury sufficient Shares
to permit the issuance and allotment of the Optioned Shares to
the Director in the event the Option or any part thereof is
exercised.
11. Any amendments to this Agreement shall be subject to the
approval of all relevant regulatory authorities and of the
shareholders at a general meeting of the shareholders of the
Company.
12. The Director represents to the Company that he is a
director of the Company.
13. A word used herein importing a particular gender includes
every other gender, a word in the singular includes the plural, a
word importing a corporate entity includes individuals, and vice
versa.
IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first above written.
THE COMMON SEAL OF )
INDO-PACIFIC ENERGY LTD. )
was hereunto affixed in )
the presence of: )
________________________ )
________________________ )
SIGNED, SEALED AND
DELIVERED by ___________ )
in the presence of: )
(name) )
(address) )
(telephone) )