TSI TelSys Corporation
Exhibit 10.2
KEY EMPLOYEE STOCK OPTION INCENTIVE PLAN
(revised as of November 12, 1998)
1. NAME AND PURPOSE OF PLAN
1.1 The stock option plan constituted hereby shall be known as
the Key
Employee Stock Option Incentive Plan.
1.2 The purpose of the Plan is to provide a means whereby
those Employees
of the Company and its Subsidiaries who have the principal
responsibility for
the successful administration and management of the Company and
whose present
and potential contributions are important to its success can
obtain a
proprietary interest in the Company thereby providing an incentive
for
continuing beneficial service to the Company.
2. INTERPRETATION
In this Plan and in any Option, unless the context otherwise
requires:
(a) "Board" means, at any time, the board of directors of the
Company in
office at that time;
(b) "Company" means TSI TelSys Corporation and any successor or
continuing
company resulting from amalgamation of the Company and any other
company or
resulting from any other form of corporate reorganization;
(c) "Employee" means an individual who is a bona fide employee,
director or
officer of the Company or any of its Subsidiaries, and shall
include an
individual or corporation who has been engaged by the Company or
any of its
Subsidiaries to provide ongoing management or consulting services
to the
Company or any of its Subsidiaries;
(d) "Market Price" on any particular day means an average of
daily high and
low board lot trading prices (with no discount) on the Montreal
Exchange for
the immediately preceding five days on which trades occurred;
(e) "Option" means any option granted pursuant to the Plan;
(f) "Optionee" means an Employee who has been granted an Option;
(g) "Option Price" means the price at which Optioned Shares may
be subscribed
for pursuant to an Option.
(h) "Optioned Shares" means Shares which are the subject of an
Option;
(i) "Plan" means the Key Employee Stock Option Incentive Plan as
embodied
herein and as from time to time amended in accordance with the
provisions
hereof;
(j) "Shares" means Common Shares without par value in the capital
of the
Company, as constituted at the effective date hereof;
(k) "Subsidiary" has the same meaning, with respect to the
Company, as that
term has under the Business Corporation Act (New Brunswick) .
2.1 The masculine gender shall include the feminine gender and
singular
shall include the plural and vice versa.
3. SHARES SUBJECT TO THE PLAN
3.1 The aggregate number of Shares which may be issued in
respect of which
Options may be granted, at any time, shall be 2,401,883 (post
August 31, 1998
consolidation) which number of Shares shall include the balance of
authorized
and unissued Shares in respect of which Options are outstanding at
that time
(or such number, class and kind of shares which, in accordance
with section 12
hereof, shall be substituted therefor or into which they shall be
altered) and
the requisite number of Shares shall from time to time be
appropriated for the
purposes of the Plan and reserved and set aside for issue upon the
due exercise
of Options. If any Option shall expire or terminate for any
reason without
having been exercised in full, any Optioned Shares not subscribed
for thereunder
shall be available for further Options.
3.2 The aggregate number of Shares which may be issued in
respect of which
Options may be granted, at any time to any one person, shall be
that number of
Shares which is equal to 5% of the number of Shares of the Company
which are
issued and outstanding at that time, (or such number, class and
kind of shares,
into which they shall be altered) and the requisite number of
Shares shall from
time to time be appropriated for the purposes of the Plan and
reserved and set
aside for issue upon the due exercise of Options. If any Option
shall expire
or terminate for any reason without having been exercised in full,
any Optioned
Shares not subscribed for thereunder shall be available for
further Options.
4. GRANT OF OPTIONS AND ADMINISTRATION OF THE PLAN
4.1 Subject only to the express provisions of the Plan, the
Board shall
have the sole authority:
(a) to determine, in its own discretion, each Employee to whom,
and the time
or times at which, and the Option Price and term for which, an
Option shall be
granted and the number of Optioned Shares to be subject to the
Option;
(b) to determine and approve from time to time the form of
Options, and to
authorize an officer or officers to execute and deliver any Option
on behalf of
the Company;
(c) to interpret the Plan and to amend the Plan; and
(d) to make all other determinations and perform all such other
actions as the
Board deems necessary or advisable to implement and administer the
Plan.
4.2 In making any determinations under subsection 4.1, the
Board may take
into account the nature of the services rendered by the Employee,
his present
and potential contribution to the success of the Company and its
Subsidiaries
and such other factors as to the Board in its discretion shall
deem applicable
to carry out the purposes of the Plan. The Board may, in its
discretion,
authorize the granting of additional Options to an Optionee before
an existing
Option has terminated.
4.3 All decisions and interpretations of the Board respecting
the Plan or
Options shall be binding and conclusive on the Company and on all
Optionees and
their respective legal personal representatives and on all
Employees.
5. TERM OF OPTIONS
5.1 No Option shall be for a term longer than ten years from
the date of
the granting of the Option.
6. OPTION PRICE
6.1 The Option Price in any Option shall not be an amount
less than as
defined
by Paragraph 2(d).
7. EXERCISE OF OPTIONS
7.1 Subject to the provisions of this section and sections 10
and 11
hereof, each Option shall be exercisable in whole at any time or
in part from
time to time during the term thereof.
7.2 An Option may be exercised at the applicable times and in
the
applicable amounts by giving to the Company written notice of
exercise signed
by the Optionee specifying the number of Shares to be subscribed
for and
accompanied by full payment for the Shares to be subscribed for in
cash or by
cheque certified by a Canadian chartered bank.
7.3 Except as provided in sections 9, 10 and 11 hereof, no
Option may be
exercised in whole or in part at any time unless at the time of
such exercise
the Optionee is an Employee.
7.4 At any time the Board may, by notice in writing to all
Optionees under
the Plan, require each Optionee to elect, within such period as
the Board shall
prescribe, to subscribe and pay for all the Optioned Shares then
remaining
unsubscribed for under his Option, or to accept termination of his
Option in
the event of his failing within such period to so elect or to
exercise his
Option and to subscribe and pay for all such remaining Optioned
Shares.
8. RIGHTS OF OPTIONEE
8.1 No Optionee shall have any of the rights of a member of
the Company
with respect to any Optioned Shares until such Optioned Shares
have been issued
to him upon exercise of the Option and full payment therefor has
been made by
him to the Company.
9. NON-TRANSFERABILITY OF OPTIONS
No Option shall be assignable or transferable by an Optionee and
any purported
assignment or transfer of an Option shall be void and shall render
the Option
void, but if the employment or position of an Optionee with the
Company or any
of its Subsidiaries, as the case may be, is terminated by reason
of his death,
the Optionee's legal personal representative or representatives
may exercise
the Option in accordance with section 10.
10. DEATH OR RETIREMENT OF OPTIONEE
10.1 If the employment or position of an Optionee with the
Company or any
of its Subsidiaries, as the case may be, is terminated by reason
of his death
at any time during the term of an Option, then, until the earlier
of:
(a) the expiry date of the Option specified at the time of its
grant, or
(b) the date which is one year from the death of the Optionee,
the Option may be exercised by the Optionee's legal personal
representative
or representatives as to such maximum number of Optioned Shares
which the
Optionee would have otherwise been entitled to exercise the Option
in respect
of at the date of his death.
10.2 If the employment or position of an Optionee with the
Company or any
of its Subsidiaries, as the case may be, is terminated by reason
of his
retirement in accordance with the Company's policies relating to
retirement
of Employees at any time during the term of an Option, then, until
the earlier
of:
(a) the expiry date of the Option specified at the time of its
grant, or
(b) the date which is one year from the retirement of the
Optionee,
the Option may be exercised by the Optionee or by the Optionee's
legal
personal representative or representatives if the Optionee dies
within the
period so specified as to such maximum number of Optioned Shares
which the
Optionee would have otherwise been entitled to exercise the Option
in respect
of at the date of his retirement.
11. TERMINATION OF EMPLOYMENT OF OPTIONEE
11.1 If the employment or position of an Optionee with the
Company or any
of its Subsidiaries, as the case may be, is terminated for any
reason other
than as specified in section 10 or subsection 11.2, then, until
the earlier of:
(a) the expiry date of the Option specified at the time of its
grant, or
(b) the date which is 90 days from the termination of employment
of the
Optionee, the Optionee may exercise his Option in respect of the
number of
Optioned Shares which the Optionee was entitled to subscribe and
pay for under
the Option on the date of termination of his employment. This
section shall
apply to all current existing outstanding options as at March 17,
1997 and all
subsequent grants of options.
11.2 If the employment or position of an Optionee with the
Company or any
of its Subsidiaries, as the case may be, is terminated by the
Company or any
Subsidiary for lawful cause, all of the rights of the Optionee
under his Option
shall terminate and the Option shall become null and void
effective immediately
upon such termination taking effect.
11.3 Nothing contained in the Plan or any Option shall confer
on any
Optionee any right to, or guarantee of continued employment by the
Company or
any Subsidiary, or in any way limit the right of the Company or a
Subsidiary to
terminate the employment of the Optionee at any time.
12. CHANGES IN CAPITALIZATION OR NUMBER OF OUTSTANDING SHARES
12.1 If, and whenever, prior to the issuance by the Company
of all the
Optioned Shares under an Option, the Shares are from time to time
consolidated
into a lesser number of Shares or subdivided into a greater number
of Shares,
the number of Optioned Shares remaining unissued under the Option
shall be
decreased or increased proportionately, as the case may be, and
the
subscription price to be paid by the Optionee for each such Share
shall be
adjusted accordingly.
12.2 If from time to time any other change is made in the
capital of the
Company or the Company amalgamates or combines, merges or
consolidates with one
or more other companies or corporations (and the right so to do is
hereby
expressly reserved by the Company) whether by way of arrangement,
by exchange
of shares, or otherwise, in each such case each Option shall
extend to and
cover the number, class and kind of shares or other obligations to
which the
holder of the Option would have been entitled had the Option been
fully
exercised immediately prior to the date such amalgamation, merger,
combination
or consolidation becomes effective and the then prevailing
subscription price
of the Shares or other obligations so covered shall be
correspondingly adjusted
if and to the extent that the Board considers it to be equitable
and
appropriate.
12.3 Except as expressly provided in this section 12, the
issue by the
Company of shares of any class, or of securities convertible into
shares of any
class, for cash or property, or for labour or services, either
upon direct sale
or upon the exercise of rights or warrants to subscribe therefor,
or upon
conversion of shares or obligations of the Company convertible
into such shares
or other securities, shall not affect, and no adjustment by reason
thereof
shall be made with respect to, the number of Optioned Shares.
12.4 No Option shall in any way affect the right or power of
the Company
or its members to make or authorize any or all adjustments,
recapitalizations,
reorganizations or other changes in the capital structure of the
Company or its
business, or any amalgamation, combination, merger or
consolidation of the
Company, or any issue of bonds1 debentures, shares with special
rights and
restrictions ranking ahead of or affecting the shares or the
rights thereof, or
the dissolution or liquidation of the Company, or any sale or
transfer of all
or any part of its assets or business or any other corporate act
or proceeding,
whether of a similar character or otherwise.
13. AMENDMENT AND TERMINATION OF THE PLAN
13.1 The Board may at any time terminate the Plan or make such
amendments
to the Plan as it shall deem advisable provided that no such
termination or
amendment shall adversely affect any outstanding Option except
with the consent
of all affected Optionees.
14. SHARES TO BE LISTED
14.1 The Company shall not be required to deliver any
certificate or
certificates for Optioned Shares purchased upon the exercise of
any Option
prior to the listing of such Optioned Shares on any stock exchange
on which
shares in the capital of the Company are then listed. The Company
will
promptly take such steps as may be required to effect such
listing.
15. RIGHT TO OPTIONS
15.1 Nothing contained herein or in any resolution adopted or
hereafter
adopted by the Board or any action taken by the Board shall vest
the right in
any person whomsoever to receive any Option. No person shall
acquire any of
the rights of an Optionee unless and until a written Option, in
form
satisfactory to the Board, shall have been duly executed on
behalf of the
Company and delivered to the Optionee and executed and delivered
by the
Optionee to the Company. Any agreement purporting to be an Option
shall, to
the extent it may be contrary to the express provisions of the
Plan, be
unenforceable by the Optionee against the Company.
16. REGULATORY AND STOCK EXCHANGE APPROVALS OR CONSENTS
16.1 The Plan and all Options are subject to all consents,
receipts,
approvals or other authorization by any securities commission,
administrative
agency, other governmental authority or stock exchange on which
shares in
the capital of the Company are listed which are requisite to the
Plan and the
granting of Options.
17. EFFECTIVE DATE OF THE PLAN
17.1 The Plan shall become effective when it has been approved
by the Board
and all requisite consents, receipts, approvals or other
authorizations have
been obtained and complied with.