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EXHIBIT 3.8
OPTIMA PETROLEUM CORPORATION
STOCK OPTION PLAN
dated April 10, 1996
Approved by the Board of
Directors as of April 10, 1996,
Approved by the
Shareholders on May 24, 1996.
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TABLE OF CONTENTS
ARTICLE I
DEFINITIONS AND INTERPRETATION
1.1 Definitions................................................ 1
1.2 Choice of Law.............................................. 2
1.3 Headings................................................... 3
ARTICLE 11
PURPOSE AND PARTICIPATION
2.1 Purpose.................................................... 3
2.2 Participation.............................................. 3
2.3 Notification of Award...................................... 4
2.4 Copy of Plan............................................... 4
2.5 Limitation................................................. 4
ARTICLE III
TERMS AND CONDITIONS OF OPTIONS
3.1 Board to Issue Shares...................................... 4
3.2 Number of Shares........................................... 4
3.3 Term of Option............................................. 5
3.4 Termination of Option...................................... 5
3.5 Exercise Price............................................. 6
3.6 Additional Terms........................................... 7
3.7 Assignment of Options...................................... 8
3.8 Adjustments................................................ 8
3.9 Approvals.................................................. 8
ARTICLE IV
EXERCISE OF OPTION
4.1 Exercise of Option......................................... 8
4.2 Issue of Share Certificates................................ 8
4.3 Condition of Issue......................................... 9
ARTICLE V
ADMINISTRATION
5.1 Administration............................................. 9
5.2 Interpretation............................................. 9
5.3 Status of Option granted under Previous Plans.............. 9
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ARTICLE VI
AMENDMENT AND TERMINATION
6.1 Prospective Amendment...................................... 9
6.2 Retrospective Amendment.................................... 10
6.3 Termination................................................ 10
6.4 Agreement.................................................. 10
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STOCK OPTION PLAN
ARTICLE I
DEFINITIONS AND INTERPRETATION
1.1 Definitions
As used herein, unless there is something in the subject matter or context
inconsistent therewith, the following terms shall have the meanings set forth
below:
(a) "Administrator" means, initially, the secretary of the Company and
thereafter shall mean such director or other senior officer or
employee of the Company as may be designated as Administrator by the
Board from time to time.
(b) "Award Date" means the date on which the board awards a particular
Option.
(c) "Board" means the board of directors of the Company.
(d) "Canada Business Corporations Act" means the Canada Business
Corporations Act, R.S.C. 1985, c.C-44 and any amendments thereto.
(e) "Company" means Optima Petroleum Corporation, including its
affiliates, as defined in the Canada Business Corporations Act.
(f) "Director" means any individual holding the office of director of
the Company.
(g) "Employee" means any individual regularly employed on a full-time
basis by the Company or any of its subsidiaries and such other
individuals as may, from time to time, be permitted by the rules and
policies of the applicable Regulatory Authorities to be granted
options as employees or as an equivalent thereto.
(h) "Exercise Notice" means the notice respecting the exercise of an
Option, in the form set out as Schedule "B" hereto, duly executed by
the Option Holder.
(i) "Exercise Period" means the period during which a particular Option
may be exercised and is the period from and including the Award Date
through to and including the Expiry Date.
(j) "Exercise Price" means the price at which an Option may be exercised
as determined in accordance with paragraph 3.5.
(k) "Expiry Date" means the date determined in accordance with paragraph
3.3 and after which a particular Option cannot be exercised.
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(l) "Market Value" means the market value of the Company's Shares as
determined in accordance with paragraph 3.5.
(m) "Option" means an option to acquire Shares. awarded to a Director or
Employee pursuant to the Plan.
(n) "Option Certificate" means the certificate, in the form set out as
Schedule "A" hereto, evidencing an Option.
(o) "Option Holder" means a Director, Employee or Other Person, or
former Director, Employee or Other Person, who holds directly or
indirectly through a wholly owned holding company or registered
retirement savings plan an unexercised and unexpired Option or,
where applicable, the Personal Representative of such person.
(p) "Other Persons" means other persons who provide services to the
Company and who are entitled to receive options therefor pursuant to
the rules of the Regulatory Authorities.
(q) "Plan" means this stock option plan.
(r) "Personal Representative" means:
(i) in the case of a deceased Option Holder, the executor or
administrator of the deceased duly appointed by a court or
public authority having jurisdiction to do so; and
(ii) in the case of an Option Holder who for any reason is unable
to manage his or her affairs, the person entitled by law to
act on behalf of such Option Holder.
(s) "Regulatory Authorities" means all stock exchanges and other
organized trading facilities on which the Company's Shares are
listed and all securities commissions or similar securities
regulatory bodies having jurisdiction over the Company.
(t) "Share" or "Shares" means, as the case may be, one or more common
shares without par value in the capital stock of the Company.
1.2 Choice of Law
The Plan is established under and the provisions of the Plan shall be subject to
and interpreted and construed in accordance with the laws of the Province of
British Columbia.
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1.3 Headings
The headings used herein are for convenience only and are not to affect the
interpretation of the Plan.
ARTICLE 11
PURPOSE AND PARTICIPATION
2.1 Purpose
The purpose of the Plan is to provide the Company with a share-related mechanism
to attract, retain and motivate qualified Directors, Employees and Other
Persons, to reward such of those Directors, Employees and Other Persons as may
be awarded Options under the Plan by the Board from time to time for their
contributions toward the long term goals of the Company and to enable and
encourage such Directors, Employees and Other Persons to acquire Shares as long
term investments.
2.2 Participation
The Board shall, from time to time and in its sole discretion, determine those
Directors, Employees and Other Persons, if any, to whom Options are to be
awarded. The Board may, in its sole discretion, grant the majority of the
Options to insiders of the Company. However, in no case will the issuance of
Shares under the Plan and under any proposed or existing share compensation
arrangement result in:
(a) the number of Shares reserved for issuance pursuant to Options
granted:
(i) to insiders exceeding 10% of the Company's issued and
outstanding share capital; or
(ii) to any one person exceeding 5% of the Company's issued and
outstanding share capital;
(b) the number of Shares issued within a one year period:
(i) to insiders exceeding 10% of the Company's issued and
outstanding share capital; or
(ii) to any one insider and its associates exceeding 5% of the
Company's issued and outstanding share capital.
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2.3 Notification of Award
Following the approval by the Board of the awarding of an Option, the
Administrator shall notify the Option Holder in writing of the award and shall
enclose with such notice the Option Certificate representing the Option so
awarded.
2.4 Copy of Plan
Each Option Holder, concurrently with the notice of the award of the Option,
shall be provided with a copy of the Plan. A copy of any amendment to the Plan
shall be promptly provided by the Administrator to each Option Holder.
2.5 Limitation
The Plan does not give any Option Holder that is:
(a) a Director the right to serve or continue to serve as a Director of
the Company;
(b) an Employee the right to be or to continue to be employed by the
Company; or
(c) an Other Person the right to be or continue to be retained by the
Company to provide services to the Company.
ARTICLE III
TERMS AND CONDITIONS OF OPTIONS
3.1 Board to Issue Shares
The Shares to be issued to Option Holders upon the exercise of Options shall be
authorized and unissued Shares, the issuance of which shall have been authorized
by the Board.
3.2 Number of Shares
Subject to adjustment as provided for in paragraph 3.7 of this Plan, the
aggregate maximum number of Shares which will be available for purchase pursuant
to Options granted under this Plan will not exceed 750,000 Shares. If any Option
expires or otherwise terminates for any reason without having been exercised in
full, the number of Shares in respect of which the Option expired or terminated
shall again be available for the purposes of the Plan.
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3.3 Term of Option
Subject to paragraph 3.4, the Expiry Date of an Option shall be the date so
fixed by the Board at the time the particular Option is awarded, provided that
such date shall be no later than the tenth anniversary of the Award Date of such
Option.
3.4 Termination of Option
An Option Holder may exercise an Option in whole or in part at any time or from
time to time during the Exercise Period provided that, with respect to the
exercise of part of an Option, the Board may at any time and from time to time
fix a minimum number of Shares in respect of which an Option Holder may exercise
part of any Option held by such Option Holder. Any Option or part thereof not
exercised within the Exercise Period shall terminate and become null, void and
of no effect as of 5:00 p.m. local time in Vancouver, British Columbia on the
Expiry Date. The Expiry Date of an Option shall be the earlier of the date so
fixed by the Board at the time the Option is awarded and the date established,
if applicable, in sub-paragraphs (a) to (d) below:
(a) Death
If the Option Holder should die while he or she is still entitled to
exercise the Option, then the Expiry Date shall be the first
anniversary of the Option Holder's date of death; or
(b) Ceasing to hold Office
If the Option Holder holds his or her Option as Director of the
Company and then ceases to be a Director of the Company other than
by reason of death, the Expiry Date of the Option shall be the 30th
day following the date the Option Holder ceases to be a Director of
the Company unless the Option Holder ceases to be a Director of the
Company as a result of:
(i) ceasing to meet the qualifications set forth in section 105 of
the Canada Business Corporations Act;
(ii) an ordinary resolution having been passed by the shareholders
of the Company pursuant to section 109 of the Canada Business
Corporations Act; or
(iii) an order made by any Regulatory Authority having jurisdiction
to so order;
in which case the Expiry Date shall be the date the Option Holder
ceases to be a Director of the Company.
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(c) Ceasing to be Employed
If the Option Holder holds his or her Option as an Employee of the
Company and then ceases to be an Employee of the Company other than
by reason of death, the Expiry Date of the Option shall be the 30th
day following the date the Option Holder ceases to be an Employee of
the issuer unless the Option Holder ceases to be an Employee of the
Company as a result of:
(i) termination for cause; or
(ii) an order made by any Regulatory Authority having jurisdiction
to so order;
in which case the Expiry Date shall be the date the Option Holder
ceases to be an Employee of the Company.
(d) Ceasing to Provide Services
If the Option Holder holds his or her Option as an Other Person of
the Company and then ceases to provide services to the Company other
than by reason of death, the Expiry Date of the Option shall be the
30th day following the date the Option Holder ceases to provide
services to the Company as a result of:
(i) termination for cause; or
(ii) an order made by any Regulatory Authority having jurisdiction
to so order;
in which case the Expiry Date shall be the date the Option Holder
ceases to provide services to the Company.
(e) Holding Company Ceasing to be Wholly-Owned
If the Option Holder holds his or her Option indirectly through a
wholly-owned holding company, the Expiry Date shall be the date the
Option Holder ceases to wholly-own such holding company.
3.5 Exercise Price
The price at which an Option Holder may purchase a Share upon the exercise of an
Option shall be as set forth in the Option Certificate issued in respect of such
Option and in any event shall not be less than the Market Value of the Company's
Shares as of the Award Date. The Market Value of the Company's Shares for a
particular Award Date shall be determined as follows:
(a) if the Company's Shares are listed on more than one organized
trading facility, then Market Value shall be the simple average of
the Market Values determined
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for each organized trading facility on which those Shares are listed
as determined for each organized trading facility in accordance with
subparagraphs (b) and (c) below, but in any event not less than the
closing price of the Shares on the Toronto Stock Exchange on the
business day immediately prior to the Award Date;
(b) for each organized trading facility on which the Shares are listed,
Market Value will be the closing price of the Shares on the business
day immediately prior to the Award Date;
(c) if the Company's Shares trade on an organized trading facility
outside of Canada, then the Market Value determined for that
organized trading facility will be converted into Canadian dollars
at a conversion rate determined by the Administrator having regard
for the published conversion rates as of the Award Date;
(d) if the Company's Shares are listed on one or more organized trading
facilities but have not traded on the Award Date, then the Market
Value will be, subject to the necessary approvals of the applicable
Regulatory Authorities, that value as is determined by resolution of
the Board; and
(e) if the Company's Shares are not listed on an organized trading
facility, then the Market Value will be, subject to the necessary
approvals of the applicable Regulatory Authorities, that value as is
determined by resolution of the Board.
3.6 Additional Terms
Subject to all applicable securities laws and regulations and the rules and
policies of all applicable Regulatory Authorities, the Board may attach other
terms and conditions to the grant of a particular Option, such terms and
conditions to be referred to in a schedule attached to the Option Certificate.
These terms and conditions may include, but are not necessarily limited to, the
following:
(a) providing that an Option expires on the date the Option Holder
ceases to be a Director or Employee of the Company or, if an Other
Person, ceases to provide services to the Company;
(b) providing that a portion or portions of an Option vest after certain
periods of time or expire after certain periods of time; and
(c) providing that an Option be exercisable immediately, in full,
notwithstanding that it has vesting provisions, upon the occurrence
of certain events, such as a friendly or hostile takeover bid for
the Company.
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3.7 Assignment of Options
Options may not be assigned or transferred, provided that the Personal
Representative of an Option Holder may, to the extent permitted by paragraph
4.1, exercise the Option within the Exercise Period.
3.8 Adjustments
If, prior to the complete exercise of any Option, the Shares are consolidated,
subdivided, converted, exchanged or reclassified or in any way substituted for
(collectively the "Event"), an Option, to the extent that it has not been
exercised, shall be adjusted by the Board in accordance with such Event in the
manner the Board deems appropriate. No fractional shares shall be issued upon
the exercise of the Options and accordingly, if as a result of the Event, an
Option Holder would become entitled to a fractional share, such Option Holder
shall have the right to purchase only the next lowest whole number of shares and
no payment or other adjustment will be made with respect to the fractional
interest so disregarded.
3.9 Approvals
This Plan and any amendments hereto are subject to all necessary approvals of
the applicable Regulatory Authorities.
ARTICLE IV
EXERCISE OF OPTION
4.1 Exercise of Option
An Option may be exercised only by the Option Holder or the Personal
Representative of any Option Holder. An Option Holder or the Personal
Representative of any Option Holder may exercise an Option in whole or in part
at any time or from time to time during the Exercise Period up to 5:00 p.m.
local time in British Columbia on the Expiry Date by delivering to the
Administrator an Exercise Notice, the applicable Option Certificate and a
certified cheque, bank draft or cheque from a Toronto Stock Exchange member
broker firm payable to "Optima Petroleum Corporation" in an amount equal to the
aggregate Exercise Price of the Shares to be purchased pursuant to the exercise
of the Option. Alternately, the Option Holder may arrange for a Toronto Stock
Exchange member broker firm to deliver a cheque against delivery of the Shares
purchased.
4.2 Issue of Share Certificates
As soon as practicable following the receipt of the Exercise Notice, the
Administrator shall cause to be delivered to the Option Holder a certificate for
the Shares so purchased and if the Option
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has not been completely exercised, the Administrator shall concurrently forward
a new Option Certificate to the Option Holder for the balance of Shares
available under the Option.
4.3 Condition of Issue
The Options and the issue of Shares by the Company pursuant to the exercise of
Options are subject to the terms and conditions of this Plan and to compliance
with the applicable securities laws, regulations, rules and policies of the
Regulatory Authorities. The Option Holder agrees to comply with all such laws,
regulations, rules and policies and agrees to furnish to the Company any
information, report and/or undertakings required to comply with, and to fully
cooperate with the Company in complying with, such laws, regulations, rules and
policies.
ARTICLE V
ADMINISTRATION
5.1 Administration
The Plan shall be administered by the Administrator on the instructions of the
Board. The Board may make, amend and repeal at any time and from time to time
such regulations not inconsistent with the Plan as it may deem necessary or
advisable for the proper administration and operation of the Plan and such
regulations shall form part of the Plan. The Board may delegate to the
Administrator, to any Director, officer or employee of the Company or to a
committee consisting of such persons such administrative duties and powers as it
may see fit.
5.2 Interpretation
The interpretation by the Board of any of the provisions of the Plan and any
determination by it pursuant thereto shall be final and conclusive and shall not
be subject to any dispute by any Option Holder. No member of the Board or any
personal acting pursuant to authority delegated by it hereunder shall be liable
for any action or determination in connection with the Plan made or taken in
good faith and each member of the Board and each such person shall be entitled
to indemnification with respect to any such action or determination in the
manner provided for by the Company.
5.3 Status of Options granted under Previous Plans
Any existing options granted prior to the implementation of this Plan will
remain subject to the plan under which they were granted and such previous plans
will remain in effect with respect to such options so long as such options
remain outstanding.
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ARTICLE VI
AMENDMENT AND TERMINATION
6.1 Prospective Amendment
The Board may from time to time amend the Plan and the terms and conditions of
any Option to be granted and, without limitation, may make amendments for the
purpose of meeting any changes in any relevant law, rule or regulation
applicable to the Plan, any Option or the Shares, or for any other purpose which
may be permitted by all relevant laws, regulations, rules and policies provided
that any such amendment shall not alter the terms or conditions of any Option or
impair any right of any Option Holder pursuant to any Option awarded prior to
such amendment.
6.2 Retrospective Amendment
The Board may from time to time, subject to any necessary approvals of the
Regulatory Authorities, retrospectively amend the Plan and, with the consent of
the affected Option Holders, retrospectively amend the terms and conditions of
any Options which have been previously granted.
6.3 Termination
The Board may terminate the Plan at any time provided that any Option awarded
prior to the date of such termination and the rights of the Option Holder of
such Option shall continue to be governed by the provisions of the Plan.
6.4 Agreement
The Company and every Option awarded hereunder shall be bound by and subject to
the terms and conditions of the Plan. By accepting an Option granted hereunder,
the Option Holder has expressly agreed with the Company to be bound by the terms
of the Plan.
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SCHEDULE "A"
OPTIMA STOCK OPTION PLAN
OPTION CERTIFICATE
This Certificate is issued pursuant to the provisions of the Optima Petroleum
Corporation ("Optima") Stock Option Plan (the "Plan") and evidences that
_____________________ is the holder (the "Option Holder") of an option (the
"Option") to purchase up to ___________ common shares (the "Shares") in the
capital stock of Optima at a purchase price of $________________ per Share.
Subject to the provisions of the Plan:
(a) the Award Date of this Option is _______________ 19_; and
(b) the Expiry Date of this Option is ________________ 19__.
This Option may be exercised at any time and from time to time from and
including the Award Date through to and including up to 5:00 local time in
Vancouver, British Columbia on the Expiry Date by delivery to the Administrator
of the Plan an Exercise Notice, in the form provided in the Plan, together with
this Certificate and a certified cheque, bank draft or cheque from a Toronto
Stock Exchange member broker firm payable to "Optima Petroleum Corporation" in
an amount equal to the aggregate of the Exercise Price of the Shares in respect
of which this Option is being exercised. Alternately, the Option Holder may
arrange for a Toronto Stock Exchange member broker firm to deliver a cheque
against delivery of the Shares purchased.
This Certificate and the Option evidenced hereby is not assignable, transferable
or negotiable and is subject to the detailed terms and conditions contained in
the Plan, the terms and conditions of which the Option Holder hereby expressly
agrees with Optima to be bound by. This Certificate is issued for convenience
only and in the case of any dispute with regard to any matter in respect hereof,
the provisions of the Plan and the records of Optima shall prevail.
This Option is also subject to the terms and conditions contained in the
schedules, if any, attached hereto.
The foregoing Option has been awarded this ________ day of __________, 19__.
OPTIMA PETROLEUM CORPORATION
Per:
_____________________
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SCHEDULE"B"
OPTIMA STOCK OPTION PLAN
NOTICE OF EXERCISE OF OPTION
TO: The Administrator, Stock Option Plan
Optima Petroleum Corporation
Suite 600 - 595 Howe Street
Vancouver, B.C. V6C 2T5
The undersigned hereby irrevocably gives notice, pursuant to the Optima
Petroleum Corporation ("Optima") Stock Option Plan (the "Plan"), of the exercise
of the Option to acquire and hereby subscribes for (CROSS OUT INAPPLICABLE
ITEM):
(a) all of the Shares; or
(b) ___________________ of the Shares;
which are the subject of the Option Certificate attached hereto.
The undersigned tenders herewith a certified cheque, bank draft or cheque from a
Toronto Stock Exchange member broker firm, or has instructed a Toronto Stock
Exchange member broker firm to deliver against delivery of the aforementioned
shares a cheque (CIRCLE ONE), payable to "Optima Petroleum Corporation" in an
amount equal to the aggregate Exercise Price of the aforesaid shares and directs
Optima to issue the certificate evidencing said shares in the name of the
undersigned to be mailed to the undersigned, or delivered against payment to the
following member broker firm (CIRCLE ONE), at the following address:
__________________________
__________________________
__________________________
__________________________
DATED the ____ day of ________________ 19__.
________________________________
SIGNATURE OF OPTION HOLDER
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