EXHIBIT 10.2
GREAT-WEST LIFECO INC. STOCK OPTION PLAN
GREAT-WEST LIFECO INC.
STOCK OPTION PLAN
1. Purpose of the Plan
The purpose of the Plan is to provide, on a selective basis, certain officers
and employees (the "Participants") of the Corporation and/or its Subsidiaries
with an opportunity to purchase Common Shares and to benefit from the
appreciation thereof. This will provide an increased incentive for these persons
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 Subsidiaries to attract
and retain individuals of exceptional skill.
2. Defined Terms
Where used herein, the following terms shall have the following meanings,
respectively:
2.1 "Board" means the board of directors of the Corporation.
2.2 "Common Shares" means the common shares of the Corporation or, in the
event of an adjustment contemplated by Article 8 hereof, such other
common shares to which a Participant may be entitled upon the exercise
of an Option as a result of such adjustment.
2.3 "Corporation" means Great-West Lifeco Inc. and includes any successor
corporation thereto.
2.4 "Administrative Committee" means the Stock Option Plan Administrative
Committee of the Board.
2.5 "Exchanges" means The Toronto Stock Exchange and The Montreal Exchange
or, if the Common Shares are not then listed and posted for trading on
such Exchanges, such stock exchange or exchanges in Canada on which such
shares are listed and posted for trading as may be selected for such
purpose by the Board.
2.6 "Market Price per Common Share" at any date means the weighted average
trading price per Common Share on the Exchanges for the five trading
days preceding the date of the grant. If no trades are reported on any
one or more of such five trading days, the trades occurring on the last
five trading days on which trades occurred will be used in the
computation.
2.7 "Option(s)" means an option to purchase Common Shares granted by the
Corporation to Participants, subject to the provisions contained herein.
2.8 "Option Price" means the price per share at which Common Shares may be
purchased under an Option, as the same may be adjusted in accordance
with Articles 4 and 8 hereof.
2.9 "Participants" means those officers and employees of the Corporation
and/or its Subsidiaries to whom Options have been granted, provided that
such Options or a portion thereof have not been exercised and have not
terminated.
2.10 "Plan" means the Stock Option Plan of the Corporation, as the same may
be amended or varied from time to time.
2.11 "Subsidiary" means any corporation that is a subsidiary of the
Corporation, as such term is defined in subsection 2(5) of the Canada
Business Corporations Act, as such provision is from time to time
amended, varied or re-enacted.
3. Administration of the Plan
3.1 The Plan shall be administered by the Administrative Committee. The
Corporation shall effect the grant of Options under the Plan in
accordance with determinations made by the Administrative Committee
pursuant to the provisions of the Plan as to:
(a) the officers and employees of the Corporation and its
Subsidiaries to whom Options will be granted;
(b) the number of Common Shares which shall be the subject of
such Options; and
(c) the terms of such Options;
by the execution and delivery of a stock option agreement in writing in
form approved by the Administrative Committee.
3.2 The Board or Administrative Committee may, from time to time, adopt such
rules and regulations for administering the Plan as it may deem proper
and in the best interests of the Corporation and the Board may, subject
to applicable law, delegate its powers hereunder to administer the Plan
to a committee of the Board.
4. Granting of Options
4.1 The Administrative Committee may from time to time grant Options to
officers and employees of the Corporation and/or of its Subsidiaries.
The grant of Options will be subject to the terms and conditions
contained herein and may be subject to additional terms and conditions
determined by the Administrative Committee from time to time including,
without limiting the generality of the foregoing, a condition requiring
that a Participant also be a participant in a specified stock purchase
plan of the Corporation and/or its Subsidiaries.
4.2 Subject to adjustment pursuant to paragraph 8, the aggregate number of
Common Shares reserved for issuance under the Plan shall not exceed
3,000,000 Common Shares. The aggregate number of Common Shares reserved
for issuance to any one person under the Plan shall not exceed 5% of the
outstanding Common Shares. The Common Shares in respect of which Options
are not exercised shall be available for subsequent options. No
fractional shares may be purchased or issued hereunder. The
aforementioned limits of Common Shares reserved for issuance may be
formulated on a diluted basis with the consent of the Exchanges.
4.3 The Option Price shall be fixed by the Administrative Committee but
under no circumstances shall any Option Price at the time of the grant
be lower than the Market Price per Common Share.
4.4 At the discretion of the Administrative Committee, the Option Price may
increase, throughout the period or for any part of the period that the
Option or a portion thereof remains unexercised, by an amount per annum
fixed by the Administrative Committee at the time the Option is granted.
5. Option Period
5.1 Each Option shall be exercisable during a period (the "Option Period")
established by the Administrative Committee which shall commence not
earlier than the date of the granting of the Option and shall in no
event terminate later than the earlier of ten (10) years after such date
or:
(a) in the event of the death of the Participant either before or
after retirement, the Option Period for the Options outstanding
to such Participant at the date of death shall terminate on the
earlier of:
(i) the date of termination specified in the terms of such
Option, and
(ii) 24 months after the date of death;
(b) if a Participant's employment terminates or has terminated
because of retirement at or subsequent to normal retirement age,
or because of retirement prior to normal retirement age with the
approval of the President and Chief Executive Officer of the
Corporation or of a Subsidiary, as the case may be, the Option
Period for Options then outstanding to such Participant shall
terminate at the earlier of:
(i) the date of termination specified in the terms of such
Option, and
(ii) the date which is five years after the date upon
which such Participant retired;
(c) if a Participant's employment terminates by reason of his
dismissal for fraud or willful fault or neglect, the Option
Period for Options then outstanding to such Participant shall
terminate on the date of such dismissal;
(d) in the case of a Participant with less than one year's
service at the date of the granting of the Option, the Option
Period shall commence, unless the Administrative Committee
otherwise determines, not earlier than the first anniversary of
the date of commencement of his employment, and if such
Participant's employment terminates for any cause other than
death or disability prior to such first anniversary, the Option
Period shall terminate on the date of such termination of
employment; and
(e) if a Participant's employment terminates for any cause other
than the reasons set forth in paragraphs (a), (b), (c) or (d)
herein, the Option Period for Options then outstanding to such
Participant shall terminate:
(i) on the earlier of the date of termination
specified in the terms of such Option or 12 months after
the date of termination of employment, or
(ii) such later date as the Administrative
Committee may fix (but not later than the date of
termination specified in the terms of such Option).
All rights under an Option unexercised at the termination of the Option Period
shall be forfeited, and all rights under an Option for which the Option Period
has not commenced prior to the date of termination of employment shall, unless
otherwise determined by the Committee, be forfeited. Where used in this Clause
5, the word "month" means a period of 30 consecutive days.
6. Exercise of Options
Subject to the provisions of the Plan and the terms of the granting of the
Option, an Option or a portion thereof may be exercised from time to time by
delivery to the Corporation at its registered office of a notice in writing in
form and content satisfactory to the Corporation signed by the Participant or by
the Participant's legal personal representative. The notice shall state the
intention of the Participant or the Participant's legal personal representative
to exercise the said Option or portion thereof and shall be accompanied by
payment of the Option Price for the Common Shares which are the subject of the
exercise, in a manner satisfactory to the Corporation.
7. Non-Assignable
No Option or any interest therein shall be transferable or assignable by a
Participant otherwise than by will or pursuant to the laws of succession.
8. Adjustments in Shares
Appropriate adjustments in the number of Common Shares subject to the Plan and,
as regards Options granted or to be granted, in the number of Common Shares
optioned and in the Option Price, shall be deemed to be made to give effect to
adjustments in the number of Common Shares resulting from subdivisions,
consolidations or reclassifications of the Common Shares, the payment of stock
dividends by the Corporation (other than dividends in the ordinary course) or
other relevant changes in the authorized or issued capital of the Corporation,
which changes occur subsequent to the approval of the Plan by the Board and the
Corporation shall take all necessary action so as to give effect to such
changes.
9. Decisions of the Administrative Committee
Except for the contractual provisions of any stock option agreements, all
decisions and interpretations of the Administrative Committee respecting the
Plan or Options granted hereunder shall be conclusive and binding on the
Corporation and the Participants and their respective legal personal
representatives and on all officers and employees of the Corporation and/or its
Subsidiaries eligible under the provisions of the Plan to participate therein.
10. Amendment or Discontinuance of Plan
Subject to regulatory approval, the Board may amend or terminate the Plan or the
terms of Options granted hereunder at any time without the consent of the
Participants provided that such amendment shall not alter or impair any of the
Participants' rights under any stock option agreements or any Option previously
granted under the Plan.
11. Government Regulation
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 the obtaining of 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 the Common Shares to listing on the Exchanges; and
(c) the receipt from the Participant of such representations, 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 the Exchanges.
12. Participants' Rights
A Participant shall not have rights as a shareholder of the Corporation until a
certificate for Common Shares has been issued to such Participant 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 and for so long as
the Participant holds said Common Shares.
No employee, officer, or Participant is entitled to be granted Options, or
additional Options, under the Plan. Neither any period of notice of termination
of employment, payment in lieu thereof, nor combination thereof, shall extend
the period of employment for the purposes of the Plan. Neither the Plan, nor any
action taken hereunder, shall interfere with the right of the employer of a
Participant to terminate a Participant's employment at any time.
13. Approvals
13.1 The Plan shall be subject to:
(a) the approval of the shareholders of the Corporation to be given
by a resolution at a meeting of the shareholders of the
Corporation; and
(b) acceptance by the Exchanges.
13.2 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.
14. Laws
The Plan in all matters to which reference is made herein shall be governed by
and interpreted in accordance with the laws of the Province of Manitoba and
those of Canada insofar as the latter may be applicable.
Furthermore, no Option may be exercised nor will the Corporation have any
obligation to issue Common Shares pursuant thereto if such exercise or issue
would be contrary to or violate any applicable law or any applicable regulation
of a duly constituted authority.