exv10w17



 



 


EXHIBIT
10.17




[Name of Subsidiary Company]




STOCK OPTION




GRANT of Options made as of [•.]




TO: • (the “Participant”)




BY: • (the “Company”)




1. Equity Incentive Plan




The grant by the Company to the Participant of Options by this Agreement is made pursuant to the
terms and conditions of the [•] Equity Incentive Plan, as amended (the “Plan”) of the Company. This
Agreement and the terms and conditions of the grant of Options are subject in all respects to the
terms and conditions of the Plan, which is made a part of this Agreement. The Participant, by
acceptance of this Agreement, agrees to be bound by the Plan (and any regulations that may be
established under the Plan) and acknowledges receipt of a copy of the Plan and this Agreement.
Terms that are defined in the Plan and not otherwise defined in this Agreement shall have the same
meaning when used in this Agreement as in the Plan.



2. Grant of Options




The Company grants to the Participant, effective the date of this Agreement, • options (defined in
the Plan and this Agreement as “Options” or individually as an “Option”) to purchase Common Shares
of the Company (which Common Shares, when purchased by the exercise of Options, are defined as
“Optioned Shares”), subject to the terms and conditions of this Agreement and the Plan.



3. Option Price




The exercise price of each Option (which is defined in the Plan as the “Option Price”) is •.




4. Expiry Date




The Options shall terminate on, and may not be exercised in whole or in part after, 5:00 p.m.
(Calgary time) on • (the “Expiry Date”), unless earlier terminated in accordance with the terms of
the Plan or this Agreement.



5. Vesting




The Options shall vest and shall become exercisable as to one-third (1/3) on each of the first,
second and third anniversaries of the date of this Agreement until the Expiry Date, unless
otherwise set forth in this Agreement.



6. Exercise Condition




In addition to the vesting schedule set forth in paragraph 5, prior to the listing of the Common
Shares of the Company on an Exchange, no Options can be exercised until such time as they have all
vested as specified in paragraph 5 above (this is defined as the “Exercise Condition”). This
Exercise Condition will no longer apply once the Common Shares of the Company are listed and
posted for trading on an Exchange, or in other circumstances described in this Agreement.



7. Termination of Employment




If the Participant’s employment with the Company (or any subsidiary of the Company) is terminated
before the Expiry Date, then the vesting of all Options shall stop immediately upon the
Termination Date, and any Options that have vested as at the Termination Date shall remain in
force and can be exercised by the Participant in accordance with the following provisions:




	 	(a)	 	If the reason for termination of employment is due to either the resignation of
the Participant or termination by the Company (or any subsidiary of the Company) for just cause, then the Participant will
have 30 days after the Termination Date or until the Expiry Date (whichever is earlier) to exercise all or
any portion of such vested Options, provided that the Exercise Condition (if still in effect) has been met.
	 
	 	(b)	 	If the reason for termination of employment is due to termination by the
Company (or any subsidiary of the Company) without cause, then the Participant will have 30 days after the Termination
Date or until the Expiry Date (whichever is earlier) to exercise all or any portion of such vested Options. In
these circumstances, the Exercise Condition shall be waived.
	 
	 	(c)	 	If the Participant’s employment is terminated by reason of death or Disability,
then the Participant (or his personal legal representative) may, within 180 days after the Termination Date or before the
Expiry Date (whichever is earlier) exercise all or any portion of such vested Options. In these circumstances,
the Exercise Condition shall be waived.





At the end of the periods specified above or the Expiry Date, whichever is earlier, all of the
Options shall terminate and be of no further force or effect. “Termination Date” is defined in the
Plan, and in no event shall any period during which the Participant is in receipt of or entitled
to be in receipt of severance pay or pay in lieu of notice serve to extend the Termination Date.



8. Method of Exercise of Options and Payment




The Options shall be exercised (in accordance with the provisions of this Agreement and the Plan)
from time to time by giving notice in writing to the Company and setting forth the number of
Options being exercised. Such notice shall be accompanied by cash or certified cheque payable to
the Company, or any other form of payment satisfactory to the Company, in the full amount of the
purchase price for the Optioned Shares being purchased (such purchase price being equal to the
number of Options being exercised times the Option Price). The Participant shall provide the
Company with any additional documents that the Company may require. Upon the proper exercise of
any Options, the Company shall forthwith issue to the Participant a share certificate representing
the Optioned Shares acquired. The Participant acknowledges and agrees that for so long as the
Repurchase Option granted by the Participant to the Company to purchase the Optioned Shares as
provided for in section 9 below is in effect, that the share certificate(s) for the Optioned
Shares being purchased shall be retained by the Secretary of the Company or his designee and the
Participant agrees to immediately, upon the request of the Company, duly endorse such share
certificate(s) in blank for transfer for purposes of section 9 below.









 



- 2 -


9. Option to Repurchase Optioned Shares




The Participant acknowledges that pursuant to section 14 of the Plan, the Participant hereby
irrevocably grants to the Company an option to purchase from the Participant any Optioned Shares
of the Company owned by the Participant (this option is defined in this Agreement as the
“Repurchase Option”). The Repurchase Option in respect of any Optioned Shares may be exercised by
the Company, in its sole discretion, at any time commencing 185 days (or such longer period of
time as the Company may specify from time to time) after the issuance of any Optioned Shares as a
result of an exercise of Options, and prior to the listing of the Common Shares of the Company on
an Exchange. If the Company elects to exercise the Repurchase Option, then the following
provisions (in addition to section 14 of the Plan) shall apply:




	 	(a)	 	The sale by the Participant to the Company of the Optioned Shares that are
the subject of the exercise by the Company of the Repurchase Option shall take place within five business days after
service of notice by the Company on the Participant.
	 
	 	(b)	 	The purchase price payable for the Optioned Shares to be repurchased shall be
based on the fair market value of such Optioned Shares (as established by the Company, acting reasonably). The
purchase price to be paid to the Participant shall, at the option of the Company, be paid either by:






	 	(i)	 	cash; or
	 
	 	(ii)	 	the issuance to the Participant of a number of common shares
of The Westaim Corporation equal in value to the purchase price, based on the
weighted average trading price of the common shares of The Westaim Corporation
on The Toronto Stock Exchange for the five trading days immediately preceding
the notice date.






	 	(c)	 	Immediately upon payment of the purchase price by the Company to the
Participant for the purchase of the Optioned Shares, the sale of the Optioned Shares by the Participant to the Company
that are the subject of the exercise by the Company of the Repurchase Option shall be effective and the
Participant shall no longer be a shareholder of the Company and the share certificate(s) for such purchased shares
shall be cancelled.





For greater certainty, this Repurchase Option only applies to any Common Shares issued upon the
exercise of the Option (Optioned Shares) and does not apply to the Option itself.



10. General Matters





	 	(a)	 	Options are not transferable or assignable.
	 
	 	(b)	 	This Agreement is not an employment contract and nothing in this Agreement
shall be deemed to create in any way whatsoever any obligation on the Participant’s part to continue to work for the
Company (or any subsidiary of the Company), or of the Company (or any subsidiary of the Company) to continue to
employ the Participant.
	 
	 	(c)	 	This Agreement and the Plan constitute the entire agreement between the
parties relating to the grant of Options to the Participant.
	 
	 	(d)	 	For the grant of the Options to be effective, this Agreement must be executed
by the Participant and returned to the Company.
	 
	 	(e)	 	This Agreement shall be governed by the laws of the Province of Alberta. The
parties agree that any disputes under this Agreement shall be resolved by the courts of Alberta.
	 
	 	(f)	 	Time shall be of the essence of this Agreement.
	 
	 	(g)	 	The Participant acknowledges that neither the Plan or this Agreement
restricts the Company’s ability to conduct its business (including, but not limited to, such decisions as transactions with
related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or
corporate dissolution) regardless of the effect those decisions may have on the value of Options.
	 
	 	(h)	 	The Participant shall not have any of the rights and privileges of a
shareholder of the Company by virtue of being granted Options.





The Company and the Participant have executed this Agreement.



[Name of Subsidiary Company]




	 	 	 
	By:
	 	 
	 

	 	 
	 
	 	 
	By:
	 	 
	 

	 	 
	 
	 	 





	 	 	 
	 	 	 
	Witness

	 	[Name of Participant]













 



 




[Name of Subsidiary Company]




STOCK OPTION




GRANT of Options made as of [•.]




TO: • (the “Participant”)




BY: • (the “Company”)




1. Equity Incentive Plan




The grant by the Company to the Participant of Options by this Agreement is made pursuant to the
terms and conditions of the [•] Equity Incentive Plan, as amended (the “Plan”) of the Company. This
Agreement and the terms and conditions of the grant of Options are subject in all respects to the
terms and conditions of the Plan, which is made a part of this Agreement. The Participant, by
acceptance of this Agreement, agrees to be bound by the Plan (and any regulations that may be
established under the Plan) and acknowledges receipt of a copy of the Plan and this Agreement.
Terms that are defined in the Plan and not otherwise defined in this Agreement shall have the same
meaning when used in this Agreement as in the Plan.



2. Grant of Options




The Company grants to the Participant, effective the date of this Agreement, • options (defined in
the Plan and this Agreement as “Options” or individually as an “Option”) to purchase Common Shares
of the Company (which Common Shares, when purchased by the exercise of Options, are defined as
“Optioned Shares”), subject to the terms and conditions of this Agreement and the Plan.



3. Option Price




The exercise price of each Option (which is defined in the Plan as the “Option Price”) is •.



4. Expiry Date




The Options shall terminate on, and may not be exercised in whole or in part after, 5:00 p.m.
(Calgary time) on • (the “Expiry Date”), unless earlier terminated in accordance with the terms of
the Plan or this Agreement.



5. Vesting




The Options shall vest and shall become exercisable as to one-third (1/3) on each of the
first, second and third anniversaries of the date of this Agreement until the Expiry Date, unless
otherwise set forth in this Agreement.



6. Exercise Condition




Not applicable.




7. Termination of Employment




If the Participant’s employment with the Company (or any subsidiary of the Company) is terminated
before the Expiry Date, then the vesting of all Options shall stop immediately upon the
Termination Date, and any Options that have vested as at the Termination Date shall remain in
force and can be exercised by the Participant in accordance with the following provisions:




	 	(a)	 	If the reason for termination of employment is due to either the resignation of
the Participant or termination by the Company (or any subsidiary of the Company) for any reason whatsoever, then the
Participant will have 30 days after the Termination Date or until the Expiry Date (whichever is earlier) to
exercise all or any portion of such vested Options.
	 
	 	(b)	 	If the Participant’s employment is terminated by reason of death or Disability,
then the Participant (or his personal legal representative) may, within 180 days after the Termination Date or before the
Expiry Date (whichever is earlier) exercise all or any portion of such vested Options.





At the end of the periods specified above or the Expiry Date, whichever is earlier, all of the
Options shall terminate and be of no further force or effect. “Termination Date” is defined in the
Plan, and in no event shall any period during which the Participant is in receipt of or entitled
to be in receipt of severance pay or pay in lieu of notice serve to extend the Termination Date.



8. Method of Exercise of Options and Payment




The Options shall be exercised (in accordance with the provisions of this Agreement and the Plan)
from time to time by giving notice in writing to the Company and setting forth the number of
Options being exercised. Such notice shall be accompanied by cash or certified cheque payable to
the Company, or any other form of payment satisfactory to the Company, in the full amount of the
purchase price for the Optioned Shares being purchased (such purchase price being equal to the
number of Options being exercised times the Option Price). The Participant shall provide the
Company with any additional documents that the Company may require. Upon the proper exercise of
any Options, the Company shall forthwith issue to the Participant a share certificate representing
the Optioned Shares acquired. The Participant acknowledges and agrees that for so long as the
Repurchase Option granted by the Participant to the Company to purchase the Optioned Shares as
provided for in section 9 below is in effect, that the share certificate(s) for the Optioned
Shares being purchased shall be retained by the Secretary of the Company or his designee and the
Participant agrees to immediately, upon the request of the Company, duly endorse such share
certificate(s) in blank for transfer for purposes of section 9 below.



9. Option to Repurchase Optioned Shares




The Participant acknowledges that pursuant to section 14 of the Plan, the Participant hereby
irrevocably grants to the Company an option to purchase from the Participant any Optioned Shares
of the Company owned by the Participant (this option is defined in this Agreement as the
“Repurchase Option”). The Repurchase Option in respect of any Optioned Shares may be exercised by
the Company, in its sole discretion, at any time commencing 185 days (or such longer period of
time as the Company may specify from time to time) after the issuance of any Optioned Shares as a
result of an exercise of Options, and prior to the listing of the Common Shares of the Company on
an Exchange. If the Company elects to exercise the Repurchase Option, then the following
provisions (in addition to section 14 of the Plan) shall apply:










 



- 2 -





	 	(a)	 	The sale by the Participant to the Company of the Optioned Shares that are
the subject of the exercise by the
Company of the Repurchase Option shall take place within five business days after
service of notice by the
Company on the Participant.
	 
	 	(b)	 	The purchase price payable for the Optioned Shares to be repurchased shall be
based on the fair market value of
such Optioned Shares (as established by the Company, acting reasonably). The
purchase price to be paid to the
Participant shall, at the option of the Company, be paid either by:






	 	(i)	 	cash; or
	 
	 	(ii)	 	the issuance to the Participant of a number of common shares
of The Westaim Corporation equal in value to the purchase price, based on
the weighted average trading price of the common shares of The Westaim
Corporation on The Toronto Stock Exchange for the five trading days
immediately preceding the notice date.






	 	(c)	 	Immediately upon payment of the purchase price by the Company to the
Participant for the purchase of the
Optioned Shares, the sale of the Optioned Shares by the Participant to the Company
that are the subject of the
exercise by the Company of the Repurchase Option shall be effective and the
Participant shall no longer be a
shareholder of the Company and the share certificate(s) for such purchased shares
shall be cancelled.





For greater certainty, this Repurchase Option only applies to any Common Shares issued upon the
exercise of the Option (Optioned Shares) and does not apply to the Option itself.



10. General Matters





	 	(a)	 	Options are not transferable or assignable.
	 
	 	(b)	 	This Agreement is not an employment contract and nothing in this Agreement
shall be deemed to create in any way whatsoever any obligation on the Participant’s part to continue to work for
the Company (or any subsidiary of the Company), or of the Company (or any subsidiary of the Company) to continue
to employ the Participant.
	 
	 	(c)	 	This Agreement and the Plan constitute the entire agreement between the
parties relating to the grant of Options to the Participant.
	 
	 	(d)	 	For the grant of the Options to be effective, this Agreement must be executed
by the Participant and returned to the Company.
	 
	 	(e)	 	This Agreement shall be governed by the laws of the Province of Alberta. The
parties agree that any disputes under this Agreement shall be resolved by the courts of Alberta.
	 
	 	(f)	 	Time shall be of the essence of this Agreement.
	 
	 	(g)	 	The Participant acknowledges that neither the Plan or this Agreement
restricts the Company’s ability to conduct its business (including, but not limited to, such decisions as transactions with
related parties, new product development efforts, cancellation of existing products, mergers and acquisitions,
or corporate dissolution) regardless of the effect those decisions may have on the value of Options.
	 
	 	(h)	 	The Participant shall not have any of the rights and privileges of a
shareholder of the Company by virtue of being granted Options.





The Company and the Participant have executed this
Agreement.



[Name of Subsidiary Company]




	 	 	 
	By:
	 	 
	 

	 	 
	 
	 	 
	By:
	 	 
	 

	 	 
	 
	 	 





	 	 	 
	 	 	 
	Witness

	 	[Name of Participant]