OLYMPUS PACIFIC MINERALS INC.
STOCK OPTION PLAN
1. PURPOSE OF THE PLAN
1.1 The purpose of the Plan is to provide the Participants with an opportunity
to purchase Common Shares and to benefit from the appreciation in the value
thereof. This will provide an increased incentive for the Participants to
contribute to the future success and prosperity of the Corporation, thus
enhancing the value of the Common Shares for the benefit of all the shareholders
and increasing the ability of the Corporation and its associated, affiliated,
controlled and subsidiary companies to attract and retain individuals of
exceptional skill.
2. DEFINED TERMS
2.1 Where used herein, the following terms shall have the following meanings,
respectively:
(a) "BOARD" means the board of directors of the Corporation;
(b) "CHANGE OF CONTROL" means:
(i) the acquisition, directly or indirectly, by any person or group
of persons acting jointly or in concert, as such terms are
defined in the Securities Act (British Columbia), of Common
Shares which, when added to all other Common Shares at the time
held directly or indirectly by such person or persons acting
jointly or in concert, constitutes for the first time in the
aggregate 20% or more of the outstanding Common Shares; or
(ii) the removal, by resolution of the shareholders of the
Corporation, of more than 51% of the then incumbent Board of
Directors of the Corporation, or the election (or other
reconstitution) of a majority of the members of the Corporation's
Board of Directors who were not members of the Corporation's
incumbent board at the time immediately preceding such election
(or other reconstitution); or
(iii) the consummation of a sale of all or substantially all of the
assets of the Corporation; or
(iv) the consummation of a reorganization, amalgamation, plan of
arrangement, merger or other form of transaction which has
substantially the same effect as any of (i) to (iii) above;
(c) "CHANGE OF CONTROL TRANSACTION" has the meaning ascribed to such term
in section 14.1;
(d) "COMMON SHARES" means the common shares of the Corporation or, in the
event of an adjustment contemplated by Article 8 hereof, such other
shares to which a Participant may be entitled upon the exercise of an
Option as a result of such adjustment;
(e) "CONSULTANT" means a consultant as defined under National Instrument
45-106 Prospectus and Registration Exemptions;
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(f) "CORPORATION" means Olympus Pacific Minerals Inc, and includes any
successor corporation thereof;
(g) "EXCHANGE" means the Toronto Stock Exchange or, if the Common Shares
are not then listed and posted for trading on the Toronto Stock
Exchange, on such stock exchange in Canada on which such shares are
listed and posted for trading as may be selected for such purpose by
the Board;
(h) "INSIDER" has the meaning ascribed thereto in the Toronto Stock
Exchange Company Manual;
(i) "NON-EMPLOYEE DIRECTOR" means any director of the Corporation or any
of its associated, affiliated, controlled or subsidiary companies who
do not have an employment or consulting agreement with the Corporation
or one of its associated, affiliated, controlled or subsidiary
companies;
(j) "OPTION" means an option to purchase Common Shares granted by the
Board to a Participant, subject to the provisions contained herein;
(k) "OPTION PRICE" means the price per share at which Common Shares may be
purchased under the Option, as the same may be adjusted in accordance
with Articles 5 and 8 hereof,
(l) "PARTICIPANTS" means the directors, officers and employees of, and
Consultants to, the Corporation or any of its associated, affiliated,
controlled or subsidiary companies, to whom Options are granted by the
Board pursuant to the Plan and which Options or a portion thereof
remain unexercised; and
(m) "PLAN" means this Stock Option Plan of the Corporation, as the same
may be amended or varied from time to time.
2.2 For the purposes of the Plan, associated companies, affiliated companies,
controlled companies and subsidiary companies have the meanings set forth under
Section 1 of the Securities Act (Ontario).
3. ADMINISTRATION OF THE PLAN
3.1 Within the foregoing limitations and subject to section 3.2, the Plan shall
be administered by the Board. The Corporation shall effect the grant of Options
under the Plan, in accordance with determinations made by the Board, pursuant to
the provisions of the Plan, as to those individuals eligible to be Participants
and the number of Common Shares which shall be the subject of each Option, by
the execution and delivery of a stock option agreement in such form which is
consistent with the provisions of the Plan as may be approved by the Board.
3.2 All of the powers exercisable hereunder by the Board may, to the extent
permitted by applicable law and authorized by resolution of the Board, be
exercised by a duly appointed committee of the Board.
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3.3 All decisions and interpretations of the Board respecting the Plan or
Options granted thereunder shall be conclusive and binding on the Corporation
and the Participants and their respective legal personal representatives and
beneficiaries and on all directors, officers, employees and Consultants of the
Corporation who are eligible under the provisions of the Plan to participate
therein. No member of the Board shall be liable for any action taken or for any
determination made in good faith in the administration, interpretation,
construction or application of the Plan.
4. GRANTING OF OPTIONS
4.1 The Board shall, from time to time, grant Options to the Participants. The
grant of Options will be subject to the conditions contained herein and may be
subject to additional terms, limitations, restrictions and conditions determined
by the Board from time to time.
4.2 The aggregate number of Common Shares reserved for issuance under the Plan
may not exceed twelve percent (12%) (on a non-diluted basis) of the number of
Common Shares outstanding at the time of any grant. The Common Shares in respect
of which Options are terminated, cancelled or expired unexercised shall be
available for subsequent Options pursuant to section 11.1. No fractional shares
may be purchased or issued hereunder.
4.3 Any grant of Options under the Plan shall be subject to the following
restrictions:
(a) the aggregate number of Common Shares issuable pursuant to Options
granted to Insiders, at any time, pursuant to the Plan and all of the
Corporation's other share compensation arrangements, may not exceed
10% of the outstanding Common Shares (on a non-diluted basis) at the
time of grant;
(b) the aggregate number of Common Shares issued to Insiders, pursuant to
the Plan and all of the Corporation's other share compensation
arrangements, within any one year period may not exceed 10% of the
outstanding Common Shares (on a non-diluted basis) at the time of
grant;
(c) the aggregate number of Common Shares issuable to any one individual
Insider pursuant to the Plan and all of the Corporation's other share
compensation arrangements within a one year period may not exceed 5%
of the outstanding Common Shares (on a non-diluted basis) at the time
of the grant; and
(d) the aggregate number of Common Shares issuable pursuant to Options
granted to Non-Employee Directors, as a group, may not exceed 5% of
the outstanding Common Shares (on a non-diluted basis) at the time of
grant.
The aforementioned limits of Common Shares reserved for issuance may be
formulated on a diluted basis with the consent of the Exchange.
4.4 Options granted to Participants hereunder are non-transferable and
non-assignable, except in the case of the death of a Participant (which is
provided for in section 6), and are exercisable only by the Participant to whom
the Options have been granted, provided that subject to the prior approval of
the Board and the Exchange an Option may be assigned to a corporation controlled
by the Participant and 100% beneficially owned by the Participant and his/her
spouse or children, which control and ownership shall continue for so long as
any part of the Option remains unexercised.
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5. OPTION PRICE & OPTION TERM
5.1 The Option Price of any Option granted shall be determined by the Board but
shall not be less than the volume weighted average trading price of the common
shares on the Exchange, or another stock exchange where the majority of the
trading volume and value of the listed shares occurs, for the 5 trading days
immediately prior to the date of grant (or, such other price required by the
Exchange) (calculated by dividing the total value by the total volume of
securities traded for the relevant period) ("Market Price").
5.2 The Common Shares subject to each Option shall become purchasable in whole
or in part at such time or times as may be determined by the Board. Subject to
section 5.3, each Option shall not be exercisable after the expiration of five
(5) years from the date granted and may expire on such earlier date or dates as
may be fixed by the Board. Any Common Shares not purchased prior to the
expiration of an Option granted hereunder may thereafter be reallocated in
accordance with the provisions of the Plan.
5.3 If the term of an Option held by a Participant, including the term of an
Option held by a Participant who is an insider, expires during a period when the
Participant is prohibited from trading in the Corporation's securities pursuant
to the Corporation's governance policies then applicable to the Corporation's
management and directors (the "blackout period"), then the term of such Option
or unexercised portion thereof shall be determined in accordance with section
5.4.
5.4 Notwithstanding the provisions of section 5.2, the expiry date of an Option
shall be adjusted, without being subject to the approval of the Board or the
shareholders of the Corporation, to take into account any blackout period
imposed on the Participant by the Corporation as follows:
(i) if the expiry date falls within a blackout period imposed on the
Participant by the Corporation, then the expiry date will be the close
of business on the 10th business day after the end of such blackout
period (the "Blackout Expiration Term"); or
(ii) if the expiry date falls within two business days after the end of a
blackout period imposed on the Participant by the Corporation, then
the expiry date will be the date which is the Blackout Expiration Term
reduced by the number of days between the original expiry date and the
end of such blackout period. By way of example, Options whose expiry
date is two business days after the end of the blackout period may be
exercised for an additional eight business days.
6. TERMINATION OF EMPLOYMENT/DEATH
6.1 In the event of death of a Participant, any Option held by such Participant
at the date of death shall become exercisable in whole or in part, only if and
to the extent that the Participant was entitled to exercise the Option at the
date of the Participant's death, by the person(s) to whom the Participant's
rights under the Option shall pass by the Participant's will or the laws of
descent and distribution and Options shall be exercisable for a period of one
(1) year after the date of death or prior to the expiration of the Option period
in respect thereof, whichever is sooner.
6.2 If a Participant ceases to be employed or retained by the Corporation or its
associated, affiliated, controlled or subsidiary companies, as the case may be,
for cause or if a Participant is removed from office as a director or becomes
disqualified from being a director by law, any Option or the unexercised portion
thereof granted to such Participant shall terminate forthwith. If a Participant
ceases to be employed or retained by the Corporation or its associated,
affiliated, controlled or subsidiary companies, as the case may be, otherwise
than by reason of death or termination for cause, or if a Participant ceases to
be a director other than by reason of death, removal or disqualification, any
Option
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or unexercised portion thereof held by such Participant at the effective date
thereof may be exercised in whole or in part for a period that is the earlier
of: (i) ninety (90) days thereafter, unless the Board in its sole discretion
determine to amend the Option to provide a longer period; or (ii) the date the
Option expires in accordance with its terms; or (iii) the date provided for in
any employment or consulting agreement between such Participant and the
Corporation, however shareholder approval is required to be obtained should this
cause Options held by a Participant who is an insider of the Corporation to be
extended beyond their original expiry.
6.3 The Plan does not confer upon a Participant any right with respect to
continuation of employment by the Corporation or any of its associated,
affiliated, controlled or subsidiary companies nor does it interfere in any way
with the right of the Participant or the Corporation or its associated,
affiliated, controlled or subsidiary companies.
7. WRITTEN AGREEMENT
7.1 A written agreement shall be entered into between the Corporation and each
Participant, which agreement shall set out the Option Price and the terms and
conditions on which the Option may be exercised, all in accordance with the
provisions of the Plan. The agreement shall be in such form as the Board may
from time to time approve and may contain such terms as may be considered
necessary in order that the Option will comply with any provisions respecting
stock options in the income tax or other laws in force in any country or
jurisdiction or which the person to whom the option is granted may from time to
time be a resident or citizen.
8. ADJUSTMENTS IN SHARES
8.1 Following the date an Option is granted, the exercise price for and the
number of Common Shares which are subject to an Option will, subject to the
approval of the Exchange, be adjusted, with respect to the then unexercised
portion thereof, by the Board from time to time (on the basis of such advice as
the Board considers appropriate, including, if considered appropriate by the
Board, a certificate of the auditor of the Company) in the events and in
accordance with the provisions and rules set out in this section 8, with the
intent that the rights of Participants under their Options are, to the extent
possible, preserved notwithstanding the occurrence of such events. Any dispute
that arises at any time with respect to any adjustment pursuant to such
provisions and rules will be conclusively determined by the Board, and any such
determination will be binding on the Corporation, the Participant and all other
affected parties.
8.2 The number of Common Shares to be issued on the exercise of an Option shall
be adjusted from time to time to account for each dividend of Common Shares
(other than a dividend in lieu of cash dividends paid in the ordinary course),
so that upon exercise of the Option for a Common Share the Participant shall
receive, in addition to such Common Share, an additional number of Common Shares
("Additional Shares"), at no further cost, to adjust for each such dividend of
Common Shares. The adjustment shall take into account every dividend of Common
Shares which occurs between the date of the grant of the Option and the date of
exercise of the Option for such Common Share. If there has been more than one
such dividend, the adjustment shall also take into account that the dividends
which are later in time would have been distributed not only on the Common Share
had it been outstanding, but also on all Additional Shares which would have been
outstanding as a result of previous dividends.
8.3 If the outstanding Common Shares are changed into or exchanged for a
different number of shares or into or for other securities of the Corporation or
securities of another Corporation or entity, whether through an arrangement,
amalgamation or other similar procedure or otherwise, or a share
recapitalization, subdivision or consolidation, then on each exercise of the
Option which occurs following such events, for each Common Share for which the
Option is exercised, the Participant shall instead
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receive the number and kind of shares or other securities of the Corporation or
other Corporation into which such Common Share would have been changed or for
which such Common Share would have been exchanged if it had been outstanding on
the date of such event.
8.4 If the outstanding Common Shares are changed into or exchanged for a
different number of shares or into or for other securities of the Corporation or
securities of another Corporation or entity, in a manner other than as specified
in subsections 8.2 or 8.3, then the Board, in its sole discretion, may make such
adjustment to the securities to be issued pursuant to any exercise of the Option
and the exercise price to be paid for each such security following such event as
the Board in its sole and absolute discretion determines to be equitable to give
effect to the principle described in subsection 8.1, and such adjustments shall
be effective and binding upon the Corporation and the Participant for all
purposes.
8.5 If the Corporation distributes, by way of a dividend or otherwise, to all or
substantially all holders of Common Shares, property, evidences of indebtedness
or shares or other securities of the Corporation (other than Common Shares) or
rights, options or warrants to acquire Common Shares or securities convertible
into or exchangeable for Common Shares or other securities or property of the
Corporation, other than as a dividend in the ordinary course, then, if the
Board, in its sole discretion, determines that such action equitably requires an
adjustment in the exercise price under any outstanding Option or in the
number(s) of Common Shares subject to any such Option, or both, such adjustment
may be made by the Board and shall be effective and binding on the Corporation
and the Participant for all purposes.
8.6 No adjustment or substitution provided for in this section 8 shall require
the Corporation to issue a fractional share in respect of any Option. Fractional
shares shall be eliminated.
8.7 The grant or existence of an Option shall not in any way limit or restrict
the right or power of the Corporation to effect adjustments, reclassifications,
reorganizations, arrangements or changes of its capital or business structure,
or to amalgamate, merge, consolidate, dissolve or liquidate, or to sell or
transfer all or any part of its business or assets.
9. NON-ASSIGNABILITY
9.1 Neither the Options nor the benefits and rights of any Participant under any
Option or under the Plan shall be assignable or otherwise transferable, except
as specifically provided in subsection 6.1 in the event of the death of the
Participant. During the lifetime of the Participant, all such Options, benefits
and rights may only be exercised by the Participant.
10. OPTIONS TO U.S. PERSONS
10.1 Common Shares shall not be issued with respect to an Option unless the
exercise of such Option and the issuance and delivery of such Common Shares
shall comply with all relevant provisions of law, including, without limitation,
any applicable state securities laws, the United States Securities Act of 1933,
as amended (the "1933 Act"), the rules and regulations thereunder and the
requirements of any stock exchange or automated inter-dealer quotation system of
a registered national securities association upon which such Common Shares may
then be listed, and such issuance shall be further subject to the approval of
counsel for the Corporation with respect to such compliance, including the
availability of an exemption from registration for the issuance and sale of such
Common Shares. The inability of the Corporation to obtain from any regulatory
body the authority deemed by the Corporation to be necessary for the lawful
issuance and sale of any Common Shares under the Plan, or the unavailability of
an exemption from registration for the issuance and sale of any Common Shares
under the Plan, shall relieve the Corporation of any liability with respect to
the non-issuance or sale of such Common Shares.
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10.2 If the Common Shares issuable upon exercise of the Options have not been
registered under the 1933 Act, as a condition to the exercise of an Option, the
Corporation may require the Participant to represent and warrant in writing at
the time of such exercise that the Common Shares are being purchased only for
investment and without any then present intention to sell or distribute such
Common Shares. At the option of the Corporation, a stop-transfer order against
such Common Shares may be placed on the stock books and records of the
Corporation, and a legend indicating that the stock may not be pledged, sold or
otherwise transferred unless an opinion of counsel is provided stating that such
transfer is not in violation of any applicable law or regulation, may be stamped
on the certificates representing such Common Shares in order to assure an
exemption from registration. The Corporation also may require such other
documentation as may from time to time be necessary to comply with federal and
state securities laws. The Corporation has no obligation to undertake
registration of Options or the Common Shares of stock issuable upon the exercise
of Options.
11. RELOADING PROVISION
11.1 Common Shares which are issued pursuant to Option exercises will
subsequently be reloaded into the Plan so that the Corporation will have the
ability to re-grant such Common Shares pursuant to future Option grants. The
reloading of issued Common Shares into the Plan is subject to the Corporation
paying the applicable listing fees to the Exchange for same, but will not
require shareholder approval.
12. OUTSTANDING OPTIONS UNDER FORMER STOCK OPTION PLAN
12.1 Subject to the acceptance of this Plan for filing by the Exchange and
receipt of shareholder approval, any options over securities of the Corporation
previously granted by the Corporation under its former plan effective September
12, 2003 (the "Former Plan") which remain outstanding as at the effective date
hereof, will be deemed to have been issued under and will be governed by the
terms of this Plan provided that, in the event of inconsistency between the
terms of the agreements governing such options previously granted and the terms
of the Former Plan, the terms of such agreements shall govern. Any Common Shares
issuable upon exercise of such options granted previously will be included for
the purpose of calculating the amounts set out in section 4 hereof.
13. AMENDMENT OR DISCONTINUANCE OF PLAN
13.1 Subject to the policies, rules and regulations of any lawful authority
having jurisdiction (including the Exchange), the Board may, at any time,
without further action by its shareholders, amend the Plan or any Option granted
hereunder in such respects as it may consider advisable and, it may do so to:
(i) ensure that the Options granted hereunder will comply with any
provisions respecting stock options in the income tax and other laws
in force in any country or jurisdiction of which a Participant to whom
an Option has been granted may from time to time be resident or a
citizen;
(ii) change vesting provisions of an Option or the Plan;
(iii) change termination provisions of an Option provided, subject to
section 5.3, that the expiry date does not extend beyond the original
expiry date;
(iv) reduce the exercise price of an Option for a Participant who is not an
Insider, but in no case will it be lower than Market Price; and
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(v) make amendments to correct typographical or clerical errors or to
add clarifying statements to ensure the intent and meaning of an
Option or the Plan is properly expressed.
The Board may not, however, without the consent of the Participant, alter or
impair any of the rights or obligations under an Option theretofore granted.
13.2 Subject to the policies of the Exchange, the Board may, at any time, with
the specific consent of the disinterested shareholders, reduce the exercise
price of an Option for a Participant who is an Insider.
13.3 No Common Shares shall be issued under any amendment to this Plan unless
and until the amended Plan has been approved by the Exchange.
13.4 The Plan may be abandoned or terminated in whole or in part at any time by
the Board, except with respect to any Option then outstanding under the Plan.
14. EFFECT OF A CHANGE OF CONTROL TRANSACTION
14.1 Upon the announcement of any form of transaction (a "Change of Control
Transaction") which, if completed, would constitute a Change of Control and
under which Common Shares of the Corporation are to be exchanged, acquired or
otherwise disposed of, including a take-over bid, or tender offer made for all
or any of the issued and outstanding common shares, the Corporation shall, as
soon as practicable following the announcement of such Change of Control
Transaction, notify each Participant currently holding an Option of the Change
of Control Transaction, and all Options of the Participant which have not vested
shall be deemed to be fully vested and exercisable solely for purposes of
permitting the Participant to exercise such Options in order to participate in
the Change of Control Transaction in respect of the Common Shares (the "Optioned
Shares") thereby acquired.
14.2 Upon the completion of any other form of Change of Control not covered by
section 14.1 above, all Options of a Participant which have not vested shall be
deemed to be fully vested and exercisable.
14.3 If:
(a) a Change of Control Transaction is not completed (or a Change of
Control does not occur); or
(b) a Participant does not cause his or her Optioned Shares to be
exchanged or disposed of in a Change of Control Transaction of the
nature described in section 14.1 above;
then the Optioned Shares shall be returned by the Participant to the Corporation
and reinstated as authorized but unissued Common Shares and the terms of the
Option set forth in the Plan shall again apply to the Option. If any Optioned
Shares are returned to the Corporation under this section, the Corporation shall
refund the exercise price to the Participant for such Optioned Shares. Other
than in circumstances contemplated in section 14.2, in no event shall the
Participant be entitled to dispose of the Optioned Shares otherwise than
pursuant to a Change of Control Transaction.
15. EFFECT OF CORPORATE ORGANIZATION
15.1 Notwithstanding the foregoing provisions of section 14.1, upon the
liquidation or dissolution of the Corporation or upon a re-organization, merger,
arrangement or consolidation of the
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Corporation with one or more companies as a result of which the Corporation is
not the surviving company, or upon the sale of substantially all of the property
or more than eighty (80%) percent of the then outstanding shares of the
Corporation to another company, the Plan shall terminate, and any Options
theretofore granted hereunder shall terminate unless provision is made in
writing in connection with such transaction for the continuance of the Plan and
for the assumption of options theretofore granted, or the substitution for such
Options of new options covering the shares of a successor employer company, or a
parent or subsidiary thereof, with appropriate adjustments as to number and kind
of shares and exercise prices, in which event the Plan and options theretofore
granted shall continue in the manner and upon the terms so provided. If the Plan
and unexercised Options shall terminate pursuant to the foregoing sentence, the
Common Shares subject to all options granted shall immediately vest and all
Participants then entitled to exercise any unexercised portion of Options then
outstanding shall have the right at such time immediately prior to consummation
of the event which results in the termination of the Plan as the Corporation
shall designate, to exercise their Options to the full extent not theretofore
exercised.
16. GOVERNMENT/EXCHANGE REGULATION
16.1 The Corporation's obligation to issue and deliver Common Shares under any
Option is subject to:
(a) the satisfaction of all requirements under applicable securities laws
in respect thereof and obtaining all regulatory approvals as the
Corporation shall determine to be necessary or advisable in connection
with the authorization, issuance or sale thereof;
(b) the admission of such Common Shares to listing on any stock exchange
on which such Common Shares may then be listed; and
(c) the receipt from the Participant of such representations, warranties,
agreements and undertakings as to future dealings in such Common
Shares as the Corporation determines to be necessary or advisable in
order to safeguard against the violation of the securities laws of any
jurisdiction.
In this connection, the Corporation shall take all reasonable steps to obtain
such approvals and registrations as may be necessary for the issuance of such
Common Shares in compliance with applicable securities laws and for the listing
of such Common Shares on any stock exchange on which such Common Shares are then
listed.
17. PARTICIPANTS' RIGHTS
17.1 A Participant shall not have any rights as a shareholder of the Corporation
until the issuance of a certificate for Common Shares upon the exercise of an
Option or a portion thereof, and then only with respect to the Common Shares
represented by such certificate or certificates.
18. APPROVALS
18.1 The Plan shall be subject to:
(a) the approval of the disinterested shareholders of the Corporation to
be given by a resolution at a meeting of the shareholders of the
Corporation and the ratification of the Plan by the shareholders,
disinterested if applicable, every three years from the effective date
of the Plan; and
(b) acceptance by the Exchange.
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18.2 Any Options granted prior to such approval and acceptance shall be
conditional upon such approval and acceptance being given and no such Options
may be exercised unless such approval and acceptance is given.
19. STOCK EXCHANGE RULES
19.1 All Options granted pursuant to the Plan will be subject to the rules and
policies of the Exchange and any other body having jurisdictions.
20. NO REPRESENTATION OR WARRANTY
20.1 The Corporation makes no representation or warranty as to the future market
value of any Common Shares issued in accordance with the provisions of the Plan.
21. GENERAL PROVISIONS
21.1 Nothing contained in the Plan shall prevent the Corporation or any of its
affiliates from adopting or continuing in effect other compensation arrangements
(subject to shareholder approval if such approval is required by the Exchange)
and such arrangements may be either generally applicable or applicable only in
specific cases.
21.2 The validity, construction and effect of the Plan, the grants of Options,
the issue of Common Shares, any rules and regulations relating to the Plan any
written agreement, and all determinations made and actions taken pursuant to the
Plan, shall be governed by and determined in accordance with the laws of the
Province of British Columbia.
21.3 If any provision of the Plan or any written agreement is or becomes or is
deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any
person or Option, or would disqualify the Plan or any Option under any law
deemed applicable by the Board, such provision shall be construed or deemed
amended to conform to the applicable laws, or if it cannot be construed or
deemed amended without, in the determination of the Board, materially altering
the intent of the Plan or the Option, such provision shall be stricken as to
such jurisdiction, person, or Option and the remainder of the Plan and any such
written agreement shall remain in full force and effect.
21.4 Neither the Plan nor any Option shall create or be construed to create a
trust or separate fund of any kind or a fiduciary relationship between the
Corporation or any of its affiliates and a Participant or any other person.
21.5 Headings are given to the sections of the Plan solely as a convenience to
facilitate reference. Such headings shall not be deemed in any way material or
relevant to the construction or interpretation of the Plan or any provision
thereof.
22. EFFECTIVE DATE
22.1 The Plan shall become effective upon being adopted by the Board.
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