EXHIBIT 99
Denbury Resources Inc. Amended and Restated Stock Option Plan
DENBURY RESOURCES INC.
STOCK OPTION PLAN
Made effective the 9th day of August, 1995 ("Effective Date")
As Amended on:
May 21, 1997
May 19, 1998,
April 20, 1999
May 24, 2000,
May 22, 2002 and
May 20, 2003
1. Purpose of Plan
This plan (the "Plan") is designed to (i) provide key employees, officers
and directors with an added incentive, (ii) to attract and retain personnel of
outstanding competence, (iii) to compensate independent contractors whose
activities substantially benefit Denbury Resources Inc. (the "Corporation") and
its subsidiaries ("Subsidiaries"), and (iv) to further the identity of their
interests with those of the shareholders by providing them with the opportunity
through share purchase options to acquire an increased proprietary interest in
the Corporation.
2. Administration
The Plan shall be administered by the Compensation Committee of the Board,
which shall consist of at least two directors appointed from time to time by the
Board of Directors of the Corporation (or if no such committee is appointed, the
Board of Directors of the Corporation) (hereinafter referred to as the
"Committee") in the manner and on the terms authorized by the Board of
Directors.
The members of the Committee shall serve at the pleasure of the Board of
Directors, which shall have the power, at any time and from time to time, to
remove members from the Committee or to add members to the Committee. Vacancies
on the Committee, however caused, shall be filled by action of the Board of
Directors.
The Committee shall elect one of its members as its Chairman and shall hold
its meetings at such times and places as it may determine. All decisions and
determinations of the Committee shall be made by the majority vote or decision
of all of its members present at a meeting; provided, however, that any decision
or determination reduced to writing and signed by all of the members of the
Committee shall be as fully effective as if it had been made at a meeting duly
called and held. The Committee may make any rules and regulations for the
conduct of its business that are not inconsistent with the provisions of this
Plan and with the bylaws of the Corporation as it may deem advisable.
Subject to the express provisions of this Plan, the Committee shall have
the authority, in its sole and absolute discretion, (a) to adopt, amend, and
rescind administrative and interpretive rules and regulations relating to the
Plan; (b) to determine the terms and provisions of the respective agreements
("Agreement") pursuant to which options are granted under the Plan (which need
not be identical); (c) to construe the terms of any Agreement and the Plan; and
(d) to make all other determinations and perform all other acts necessary or
advisable for administering the Plan, including the delegation of such
ministerial acts and responsibilities as the Committee deems appropriate. The
Committee may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any Agreement in the manner and to the extent it
shall deem expedient to carry it into effect, and it shall be the sole and final
judge of such expediency. The Committee shall have full discretion to make all
determinations on the matters referred to in this Section. Any such
determinations shall be final, binding and conclusive.
3. Granting of Stock Options
The Committee may from time to time grant options ("Stock Options") to
purchase common shares of the Corporation ("Common Shares") to directors,
officers, or full-time employees of the Corporation or any other "service
provider" to the Corporation within the meaning of the rules of the New York
Stock Exchange (collectively, the "Optionees") and fix the number of Common
Shares to be optioned to each Optionee.
EX 99-2
A stock option granted under the Plan may either be an incentive stock
option ("Incentive Option or ISO") which shall be intended to qualify as an
incentive stock option under Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code"), or a non-statutory stock option ("Non-qualified Option
or NQ") which is not intended to qualify as an incentive stock option under Code
Section 422. All Stock Options shall comply with the requirements of the Plan
and/or option agreements issued thereunder.
The provisions of the Non-qualified Options and Incentive Options granted
under the Plan shall be the same except as specifically provided herein.
Incentive Stock Options may be granted only to employees of the Corporation or a
Subsidiary of the Corporation that is a Subsidiary Corporation within the
meaning of Code Section 424(f). All Stock Options granted to directors who are
not employees shall be NQs. Incentive Options may not be granted to any person
who, immediately after such option is granted, would own (within the meaning of
Sections 421 and 424 of the Code) securities of the Corporation representing
more than 10% of the total combined voting power of all classes of shares of the
Corporation or its Subsidiaries, unless the option price is at least 110% of the
Current Market Value (as defined in Section 6 hereof) of the Common Shares as of
the date the option is granted and unless the option by its terms must be
exercised not later than five (5) years from the date it is granted. In
addition, no Incentive Option may be granted after the expiration of ten (10)
years from the date this Plan was adopted.
With respect to any Incentive Option granted under this Plan, the sum of:
a. the aggregate Current Market Value of Common Shares subject to such
Incentive Option that first become purchasable in a calendar year
under such Incentive Option, and
b. the aggregate Current Market Value of Common Shares or stock of any
Subsidiary (or a predecessor of the Corporation or a Subsidiary)
subject to any other incentive stock option (within the meaning of
Section 422 of the Code) of the Corporation or its Subsidiaries (or a
predecessor corporation of any such corporation), that first become
purchasable in a calendar year under such incentive stock option, may
not (with respect to any Optionee) exceed $100,000, with such Current
Market Value to be determined as of the date the ISO or such other
incentive stock option is granted.
For purposes of this paragraph, "predecessor corporation" means (i) a
corporation that was a party to a transaction described in Section 424(a) of the
Code (or which would be so described if a substitution or assumption under such
section had been effected) with the Corporation, (ii) a corporation which, at
the time the new incentive stock option (within the meaning of Section 422 of
the Code) is granted, is a Subsidiary of the Corporation or a predecessor
corporation of any such corporations, or (iii) a predecessor corporation of any
such corporations.
4. Authorized Shares
The total number of Common Shares issuable pursuant to the exercise of
Stock Options granted pursuant to the Plan shall not exceed 8,195,587 Common
Shares (the "Common Share Maximum"), subject to adjustment as set forth in
Section 15. Subject to all necessary regulatory approvals, the Common Share
Maximum may be increased by the Board of Directors of the Corporation with the
approval of the shareholders of the Corporation. The number of Common shares
reserved for issuance to any one Optionee shall not exceed 5% of the issued and
outstanding common Shares at any time.
5. Expiry Date
All Stock Options granted pursuant to this Plan will expire on a date (the
"Expiry Date") as determined by the Board of Directors at the time of the grant
provided that no Stock Option may be exercised beyond ten (10) years from the
time of the grant.
6. Exercise Price
The exercise price (the "Exercise Price") of any Stock Option shall be
fixed by the Committee when such Stock Option is granted and shall not be less
than the Current Market Value. For this purpose, the "Current Market Value"
shall mean the simple average closing trading price per Common Share on the New
York Stock Exchange (and if the Common Shares are not listed on the New York
Stock Exchange, on such stock exchange on which the Common Shares
EX 99-3
are traded) for the ten (10) trading days preceding the date of the grant, or if
such Common Shares are not listed on any stock exchange at a price determined by
the Committee. If no trades are reported in any one of the ten trading days, the
"Current Market Value" shall be determined by reference to the closing trading
price on the last trading day preceding the ten (10) trading day period.
7. Vesting of Stock Options
Stock Options will vest on the date (the "Vesting Date") the Optionee
becomes entitled to exercise that portion of the granted Stock Option and
purchase that portion of the Common Shares as determined by a vesting schedule.
This vesting schedule will be determined by the Board of Directors of the
Corporation, and modified from time to time, in their sole discretion. Unless
modified by the Board of Directors, 25% of a Stock Option shall vest one year
from the date the Stock Option is granted (the "Grant Date") and an additional
25% of the Stock Option shall vest on each successive anniversary of the Grant
Date until the Stock Option is fully vested.
8. Vesting of Stock Options on Death
Notwithstanding the Vesting Date but subject to the Expiry Date, in the
event of an Optionee's death while a director or employee of the Corporation,
all of the Stock Options granted to the Optionee will vest on the day
immediately preceding the date of his death and the Optionee's estate will have
the right, for a period of 365 days thereafter, to exercise all of the Stock
Options unexercised. Stock Options not exercised within said 365 day period will
automatically terminate.
9. Vesting of Stock Options on Disability
Notwithstanding the Vesting Date but subject to the Expiry Date, in the
event an Optionee becomes Disabled, all of the Stock Options granted to the
Optionee will vest on the day immediately preceding the day on which the
Optionee becomes entitled to long-term disability payments. For all Incentive
Stock Options, Disability shall mean permanent and total disability as defined
in Code Section 22(e)(3). For Non-qualified Options, Disabled shall mean
entitlement to long-term disability payments pursuant to the Corporation's
disability insurance program, if any (or if not a participant in such program,
would have been entitled to such payments if the Optionee were a participant in
such program). The Optionee will have the right, for a period of 90 days after
his date of termination due to Disability, to exercise all of the Stock Options
unexercised. Stock Options not exercised within the said 90 day period will
automatically terminate.
10. Vesting on Change of Control
Notwithstanding the Vesting Date but subject to the Expiry Date and
paragraphs 8, 9, 11 and 12, all of the Stock Options granted to the Optionee
will vest on the day immediately preceding a Change of Control (as hereinafter
defined) and the Optionee will have the right, for a period of 180 days
thereafter, to exercise all of the Stock Options unexercised. Stock Options not
exercised within the said 180 day period will terminate on the earlier of their
Expiry Date and the expiry of the said 180 day period.
EX 99-4
For the purposes of this clause, "Change of Control" of the Corporation
will include and be interpreted as including the following events and
circumstances:
a. the purchase or acquisition of Common Shares or other securities capable
of becoming voting securities ("Convertible Securities") by a Person (as
hereinafter defined) which results in the Person beneficially owning, or
exercising control or direction over, Common Shares or Convertible
Securities such that, assuming only the conversion of Convertible
Securities beneficially owned or over which control or direction is
exercised by the Person, the Person would beneficially own, or exercise
control or direction over, Common Shares carrying the right to cast more
than 50% of the votes attaching to all Common Shares; or
b. directors serving in such capacity for one (1) year or more ceasing to
constitute a majority of the Board of Directors; or
c. approval by the shareholders of the Corporation of: (i) an amalgamation,
arrangement, merger or other consolidation or combination of the
Corporation with another corporation pursuant to which the shareholders of
the Corporation immediately thereafter do not own shares of the successor
or continuing corporation which would entitle them to cast more than 50% of
the votes attaching to all shares in the capital of the successor or
continuing corporation which may be cast to elect directors of that
corporation; (ii) the liquidation, dissolution or winding-up of the
Corporation; or (iii) the sale, lease or other disposition of all or
substantially all of the assets of the Corporation.
For the purposes of this definition, "Person" means: (a) an individual; (b)
a partnership; (c) a corporation, an incorporated association, an incorporated
syndicate or any other incorporated organization; (d) an unincorporated
association, an unincorporated syndicate or any other unincorporated
organization; (e) a trust; or (f) a trustee, an executor, an administrator or
any other legal representative.
For the purposes of determining who has made an acquisition referred to in
this definition, the beneficial owner of the acquired Common Shares shall be
considered the acquirer of such Common Shares. For the purposes of this
definition, all Common Shares and Convertible Securities acquired by Persons
will include Common Shares and Convertible Securities held by their Affiliates.
For the purposes of this clause, "Affiliate" means, with respect to a specified
person, a person that directly or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with the specified
person. Where Common Shares or Convertible Securities are acquired by any two or
more Persons act jointly or in concert, all such Common Shares or Convertible
Securities will be included in the calculation of a Change of Control. For the
purposes of determining when a Change of Control occurs by Persons acting
jointly or in concert, a Change of Control will be deemed to occur when the
Persons first attempt to act, or in fact act, jointly or in concert.
In the event of a Change of Control, the Optionee or his legal
representative will be given written notice by the Corporation of the Change of
Control in accordance with the provisions of this Plan and the period set out in
this Clause 10 will commence on the date notice is given.
EX 99-5
11. Vesting on Retirement
Notwithstanding the Vesting Date but subject to the Expiry Date, if an
Optionee retires pursuant to a retirement policy approved by the Board of
Directors, all of the Stock Options granted to the Optionee will vest on the day
immediately preceding the date of his retirement and the Optionee will have the
right, for a period of 90 days thereafter, to exercise all of the Stock Options
unexercised. Stock Options not exercised within the said 90-day period will
automatically terminate.
12. Vesting on Resignation or Termination
If an Optionee resigns from the Corporation or is terminated by the
Corporation (with or without cause), his Stock Options that were not vested will
immediately terminate and be of no further force and effect; provided, however,
the resigning or terminated Optionee may, subject to the Expiry Date, for a
period of 90 days from the date of resignation or termination, exercise the
Stock Options that were vested and not previously exercised on the date of
resignation or termination.
13. Non-assignability
All Stock Options granted pursuant to this Plan will be personal to the
Optionee and will not be assignable or transferable other than by will or the
laws of descent and distribution.
14. Exercise of Option
Subject to the provisions of this Plan and the Optionee's Agreement, Stock
Options may be exercised from time to time by delivery to the Corporation at its
head office in Plano, Texas, or such other place as may be specified by the
Corporation, of a written notice of exercise specifying the number of Common
Shares with respect to which the Stock Option is being exercised and accompanied
by payment in full (in such manner as determined by the Committee) of the
purchase price of Common Shares then being purchased. As soon as practicable
thereafter, and in any event within ten (10) days following the receipt of such
notice, the Corporation shall provide written notice to the Optionee of the
amount, if any, required by the Corporation to be withheld (the "Withholding
Notice") in accordance with applicable law with regard to the Stock Options
being exercised. The Optionee shall, as soon as practicable and in any event
within ten (10) days following receipt of the Withholding Notice, make payment
to the Corporation for the amount specified in such Withholding Notice. Upon the
exercise of the Stock Options, payment being made in the manner specified
herein, and receipt by the Corporation of the amount specified in the
Withholding Notice, if any, the Corporation will cause to be delivered to the
Optionee a certificate or certificates, representing such Common Shares in the
name of the Optionee or his legal personal representatives or otherwise as he
may or they may in writing direct.
The Corporation shall use its best efforts to effectuate following the
Effective Date the registration of the shares underlying the Stock Options under
the Securities Act of 1933, as amended, on Form S-8 and qualification of such
shares under applicable state securities laws where such qualification is
required. Notwithstanding the foregoing, nothing in the Plan or in any Stock
Option granted under the Plan shall require the Corporation to issue any shares
upon exercise of any Option if such issuance would, in the opinion of counsel
for the Corporation, constitute a violation of any securities law or any other
applicable statute or regulations, as then in effect. The Corporation shall not
in any case be required to sell, issue or deliver a fractional share pursuant to
any Stock Option.
Notwithstanding the foregoing payment provisions, the Committee, in
processing a purported exercise of a Stock Option, granted pursuant to the Plan,
may refuse to recognize the exercise of an Option if, in the opinion of counsel
to the Company, (i) the Participant is, or within the six months preceding such
exercise was, subject to reporting under Section 16 (a) of the Exchange Act and
(ii) there is a substantial likelihood that the method of exercise selected by
the participant would subject the Participant to substantial risk of liability
under Section 16 of the Exchange Act.
EX 99-6
15. Alterations in Common Shares
The Exercise Price will be subject to adjustment from time to time as
follows:
a. For NQs, if the Corporation:
(i) declares a dividend or makes a distribution on its Common Shares
in Common Shares;
(ii) subdivides its outstanding Common Shares into a greater number of
Common Shares; or
(iii) consolidates its outstanding Common Shares into a smaller number
of Common Shares;
the Exercise Price in effect at the time of the record date for such
dividend or distribution or the effective date of such subdivision or
consolidation will be, in the case of the events referred to in
subclauses (i) and (ii) above, decreased in proportion to the number
of outstanding Common Shares resulting from such subdivision or
dividend, or, in the case of the event referred to in subclause (iii)
above, increased in proportion to the number of outstanding Common
Shares resulting from such consolidation. Upon any adjustment of the
Exercise Price pursuant to subclause (ii) or (iii) above, the number
of Common Shares subject to the right of purchase under any Stock
Option will be contemporaneously adjusted by multiplying the number of
Common Shares which theretofore may have been purchased under such
Stock Option by a fraction of which the numerator will be the
respective Exercise Price in effect immediately prior to such
adjustment and the denominator will be the respective Exercise Price
resulting from such adjustment. Such adjustments will be made
successively whenever any event listed above occurs such that the
excess of the aggregate Current Market Value over the Stock Option
Exercise Price immediately after such dividend, distribution or
consolidation is not more than it was immediately before such
dividend, distribution or consolidation. Any dividend or distribution
on the Common Shares in Common Shares will be deemed to have been
issued or made immediately prior to the time of the record date for
such dividend or distribution for purposes of calculating the number
of outstanding Common Shares under subclauses 15 (b) and (c) below:
b. In the case the Corporation fixes a record date for the issuance of
rights or warrants to all holders of its Common Shares entitling them
(for a period expiring within 45 days after such record date) to
subscribe for or purchase Common Shares (or Convertible Securities) at
a price per Common Share (or having a conversion price per Common
Share) less than the Current Market Value of a Common Share on such
record date, the Exercise Price for Non-qualified Options will be
adjusted immediately thereafter so that it will equal the price
determined by multiplying the Exercise Price in effect immediately
prior thereto by a fraction, of which the numerator will be the total
number of Common Shares outstanding on such record date plus a number
of Common Shares equal to the number arrived at by dividing the
aggregate price of the total number of additional Common Shares so
offered (or the aggregate conversion price of the Convertible
Securities to offered) by such Current Market Value per Common Share
and of which the denominator will be the total number of Common Shares
outstanding on such record date plus the total number of additional
Common Shares offered for subscription or purchase (or into which the
Convertible Securities so offered are convertible). Common Shares
owned by or held for the account of the Corporation will be deemed not
to be outstanding for the purpose of any such computation. Such
adjustment will be made successively whenever such a record date is
fixed. To the extent that such rights or warrants are not so issued or
such rights or warrants are not exercised prior to the expiration
thereof, the Exercise Price will be readjusted to the Exercise Price
which would then be in effect if such record date had not been fixed,
or to the Exercise Price which would then be in effect based upon the
number of Common Shares (or Convertible Securities) actually delivered
upon the exercise of such rights or warrants, as the case may be. No
adjustment will be made to the Exercise Price of ISOs:
EX 99-7
c. If the Corporation fixes a record date for the making of a
distribution to all holders of its Common Shares:
(i) of shares of any class not included in the definition of Common
Shares; or
(ii) of evidences of its indebtedness; or
(iii) of assets (excluding cash dividends or distributions, and
dividends or distributions referred to in clause (a) above); or
(iv) of rights or warrants (excluding those referred to in clause (b)
above),
then in each such case the Exercise Price for Non-qualified Options
will be adjusted immediately thereafter so that it will equal the
price determined by multiplying the Exercise Price in effect
immediately prior thereto by a fraction, of which the numerator will
be the total number of Common Shares outstanding multiplied by the
Current Market Value per Common Share on such record date, less the
fair market value (as determined by the Board of Directors whose
determination will be final) of said shares or evidences of
indebtedness or assets or right or warrants so distributed, and of
which the denominator will be the total number of Common Shares
outstanding multiplied by such Current Market Value per Common Share.
Common Shares owned or held for the account of the Corporation will be
deemed not to be outstanding for the purpose of any such computation.
Such adjustment will be made successively whenever such a record date
is fixed. To the extent that such distribution is not so made, the
Exercise Price will be readjusted to the Exercise Price which would
then be in effect based upon the said Common Shares or evidences of
indebtedness or assets or rights or warrants actually distributed. No
adjustment will be made to the Exercise Price of ISOs;
d. In any case in which this clause requires that an adjustment will
become effective immediately after a record date for an event, the
Corporation may defer until the occurrence of such event issuing to
the Optionee exercising his Stock Options after such record date and
before the occurrence of such event the additional Common Shares
issuable upon such exercise by reason of the adjustment required by
such event over and above the Common Shares issuable upon such
exercise before giving effect to such adjustment; provided, however,
that the Corporation will deliver to such Optionee an appropriate
instrument evidencing such Optionee's rights to receive such
additional Common Shares, upon the occurrence of the event requiring
such adjustment; and
e. No adjustment in the Exercise Price will be required unless such
adjustment would require an increase or decrease of at least five
percent in such price.
f. Notwithstanding any other provision in the Plan to the contrary, in
the event of any change in the number of outstanding Common Shares
(i) by reason of a share dividend, split, combination, exchange of
shares or other recapitalization, merger, or otherwise, in which
the Corporation is the surviving corporation, or
(ii) by reason of a spin-off of a part of the Corporation into a
separate entity, or assumptions and conversions of outstanding
grants due to an acquisition by the Corporation of a separate
entity,
the number and class of Common Shares subject to each outstanding ISO,
and the exercise price of each outstanding ISO shall be automatically
adjusted to accurately and equitably reflect the effect of such
change. Such adjustment shall in no event give any Optionee any
additional benefits nor increase the aggregate ratio of the Exercise
Price to the Current Market Value of the Common Shares subject to the
Stock Option. In the event of a dispute concerning such adjustment,
the Committee has full discretion to determine the resolution of the
dispute. Such determination shall be final, binding and conclusive.
The number of reserved Common Shares or the number of Common Shares
subject to any outstanding ISO shall be automatically reduced by any
fraction which results from any adjustment made pursuant to this
Section.
EX 99-8
16. Option Agreement
A written agreement will be entered into between the Corporation and each
Optionee to whom a Stock Option is granted hereunder, which agreement will set
out the number of Common Shares subject to option, the Exercise Price, the
Vesting Dates, the Expiry Date and any other terms approved by the Committee,
all in accordance with the provisions of this Plan. The agreement will be in the
form of agreements attached hereto or in such other form as the Committee may
from time to time approve or authorize the officers of the Corporation to enter
into and may contain such terms as may be considered necessary in order that the
Stock Option will comply with any provisions respecting Stock Options in the
income tax or other laws in force in any country or jurisdiction of which the
person to whom the Stock Option is granted from time to time is a resident or
citizen of, or the rules of any regulatory body having jurisdiction over the
Corporation. More than one Option may be granted to the same employee, officer,
director, or service provider and be outstanding concurrently. In the event an
eligible individual is granted both one or more Incentive Stock Options and one
or more Non-qualified Options, such grants shall be evidenced by separate
Agreements, one for each of the Incentive Stock Option grants and one for each
of the Non-qualified Option grants.
17. Amendment or Discontinuance of Plan
The Board of Directors of the Corporation may amend or discontinue this
Plan at any time; provided, however, that no such amendment may, without the
consent of the Optionee, alter or impair any Stock Option previously granted to
an Optionee under this Plan except as may be necessary for any ISO to comply
with the requirements of Section 422 of the Code or with respect to any Stock
Option to cause the Plan to qualify for the exemption provided by Rule 16b-3 of
the Securities Exchange Act of 1934, as amended. For purposes of complying with
changes in the Code or ERISA, the Board of Directors may amend, modify, suspend
or terminate the Plan at any time. For purposes of meeting or addressing any
other changes in legal requirements or any other purpose, the Board of Directors
may amend, modify, suspend or terminate the Plan only once every six (6) months.
Subject to changes in law or other legal requirements, including any changes in
the provisions of Rule 16b-3 promulgated under the Securities Exchange Act of
1934, as amended, that would permit otherwise, the Plan may not be amended
without approval of the shareholders of the Corporation (as provided in Rule
16b-3) to (a) increase the aggregate number of shares as to which Options may be
granted under the Plan; (b) increase the maximum period during which Options may
be exercised; (c) amend the Plan more frequently than once every six (6) months
other than to conform with changes in the Code; (d) materially modify the
requirements as to eligibility for participation in the Plan; or (e) materially
increase the benefits accruing to Optionees under the Plan. No Stock Option may
be granted during any suspension of the Plan or after the Plan has been
terminated, and no amendment, suspension or termination shall, without an
Optionee's consent, alter or impair, other than as provided in the Plan and the
Optionee's Agreement, any of the rights of obligations under any Stock Option
previously granted to such Optionee under the Plan.
18. Common Shares Duly Issued
Common Shares issued upon the exercise of a Stock Option granted hereunder
will be validly issued and allotted as fully paid and non-assessable upon
payment thereof in accordance with the terms of the particular agreement and
this Plan and the issuance of Common Shares thereunder will not require a
resolution or approval of the Board of Directors of the Corporation. No Common
Shares shall be issued under the Plan unless counsel for the Corporation shall
be satisfied that such issuance will be in compliance with applicable United
States federal and state securities laws. Certificates for Common Shares
delivered under the Plan may be subject to such stock transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations,
and other requirements of the United States Securities and Exchange Commission,
any stock exchange upon which the Common Shares are then listed, and any
applicable United States federal or state securities law. The Committee may
cause a legend or legends to be put on any such certificates to refer to those
restrictions.
EX 99-9
19. Prior Plans
This Plan shall entirely replace and supersede all prior share option
plans, if any, enacted by the Board of Directors of the Corporation or its
predecessor corporation including, without limitation, the share option plan
(the "Previous Plan") approved by the Board of Directors as of May 25, 1992 and
approved by the shareholders of the Corporation as of June 30, 1992.
Notwithstanding the foregoing, all agreements entered into pursuant to the
Previous Plan and remaining outstanding on the effective date of this Plan
continue with full force and effect under this Plan.
20. Right to Terminate Employment
Nothing contained in the Plan, or in any Agreement, shall confer upon any
Optionee the right to continue in the employ of the Corporation or a Subsidiary,
or interfere in any way with the rights of the Corporation or Subsidiary to
terminate his employment any time.
21. Liability of Corporation
Neither the Corporation, its Subsidiaries, its directors, officers or
employees nor any member of the Committee shall be liable for any act, omission,
or determination taken or made in good faith with respect to the Plan or any
Stock Option granted under it, and members of the Board of Directors and the
Committee shall be entitled to indemnification and reimbursement by the
Corporation in respect of (1) any claim, loss, damage, or expense (including
attorneys' fees), (2) the costs of settling any suit (provided such settlement
is approved by independent legal counsel selected by the Corporation), (3)
amounts paid in satisfaction of a judgment (except that no indemnification shall
be allowed under this Section for a judgment based on a finding of bad faith)
arising from such claim, loss, etc. to the full extent permitted by law. In
addition neither the Corporation, its directors, officers, or employees, nor any
of the Corporation's Subsidiaries shall be liable to any Optionee or other
person if it is determined for any reason by the Internal Revenue Service or any
court having jurisdiction that any Incentive Stock Options granted hereunder do
not qualify for tax treatment as incentive stock options under Section 422 of
the Code.
22. Severability
If any provision of this Plan is held to be illegal or invalid for any
reason, the illegality or invalidity shall not affect the remaining provisions
of the Plan, but such provision shall be fully severable, and the Plan shall be
construed and enforced as if the illegal or invalid provision had never been
included in the Plan.
23. Notice
Whenever any notice is required or permitted under the Plan, such notice
must be in writing and personally delivered, telecopied (if confirmed), or sent
by mail or by a courier service. Any notice required or permitted to be
delivered under this Plan shall be deemed to be delivered on the date on which
it is personally delivered, or, if mailed, whether actually received or not, on
the third business day after it is deposited in the mail, certified or
registered, postage prepaid, addressed to the person who is to receive it at the
address which such person has previously specified by written notice delivered
in accordance with this Section, or if by courier, twenty-four (24) hours after
it is sent, addressed as described in this Section. The Corporation or an
Optionee may change, at any time and from time to time, by written notice to the
other, the address which it or he had previously specified for receiving
notices. Until changed in accordance with the Plan, the Corporation and each
Optionee shall specify as its and his address for receiving notices the address
set forth in the Agreement pertaining to the Shares to which such notice
relates.
24. Effective Date and Termination Date
This Plan is effective from August 9, 1995 subject to confirmation by all
necessary shareholder and regulatory approvals. If this Plan is not approved by
the holders of a majority of the votes entitled to be voted at a meeting of
holders of outstanding shares of equity securities of the Corporation no later
than August 9, 1996, this Plan and the Option (s) granted under the Plan shall
be null and void. This Plan shall terminate on August 9, 2005, after which
options may no longer be granted pursuant hereto.
EX 99-10