PROFCO RESOURCES LTD.
TO INFORMATION CIRCULAR - PROXY STATEMENT
STOCK OPTION PLAN (1995)
DATED JUNE 2, 1997
AMENDED
PROFCO RESOURCES Ltd. (the "Corporation") stock option plan known as the "Stock
Option Plan (1995)" in effect as of April 7, 1995. This plan governs the
issuance of stock options (the "Stock Options") to employees, directors and
officers of, and persons and companies who provide services to the Corporation
and subsidiaries of the Corporation. The terms and conditions of the Plan are as
follows:
1. PURPOSE - The principal purposes of the Plan are:
a) to promote a proprietary interest in the Corporation among its employees,
officers and directors and persons and companies providing services to the
Corporation;
b) to retain and attract the qualified personnel and service support the
Corporation requires;
c) to provide an incentive element in compensation; and
d) to promote the profitability of the Corporation.
2. RESERVATION OF SHARES - Subject to Section II of this Plan, the aggregate
maximum number of common shares of the Corporation reserved for issuance
pursuant to Stock Options shall be 2,745,000 common shares of the
Corporation.
3. ELIGIBILITY - Stock Options shall be granted only to persons, firms or
companies ("Eligible Optionees"):
a) who are employees (full-time or part-time), officers or directors of the
Corporation, or who are providing services to the Corporation on an on-going
basis, or have provided or are expected to provide a service or services of
considerable value to the Corporation; and
b) who the Board of Directors of the Corporation determines should receive
Stock Options.
4. GRANTING OF STOCK OPTIONS - The Board of Directors of the Corporation may
from time to time grant Stock Options to Eligible Optionees. At the time a
Stock Option is granted, the Board of Directors shall determine the number of
common shares of the Corporation purchasable under the Stock Option, the date
when the Stock Option is to become effective and, subject to the other
provisions of this Plan, all other terms and conditions of the Stock Option.
An Eligible Optionee may hold more than one Stock Option at any time, provided
however that no one Eligible Optionee can receive Stock Options entitling the
Eligible Optionee to purchase more than 5% of the outstanding common shares in
the capital of the Corporation, calculated on a non-diluted basis. and
provided further that in no event shall shares exceeding 5% of the outstanding
issue be issued to anyone insider of the Corporation, and such insider's
associates (as defined in the SECURITIES ACT
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(Ontario), within any one-year period pursuant to Stock Options or any other
share compensation arrangements of the Corporation. In this Section 4:
a) "outstanding issue" is determined as the number of outstanding common
shares of the Corporation on a non-diluted basis outstanding immediately
prior to a particular share issuance, excluding shares issued pursuant to
share compensation arrangements of the Corporation over the preceding
one-year period;
b) "insider" means an insider as defined in the SECURITIES ACT (Ontario),
other than a person who falls within that definition solely by virtue of
being a director or senior officer of a subsidiary of the Corporation and
associates of such insiders: and
c) "share compensation arrangement" means a stock option, stock option plan,
employee stock purchase plan or any other compensation or incentive
mechanism, including the issuance or potential issuance of shares to one or
more service providers, including a share purchase from treasury which is
financially assisted by the Corporation by way of a loan, guarantee or
otherwise.
5. EXERCISE PRICE -The exercise price of each Stock Option shall be determined
in the discretion of the Board of Directors of the Corporation at the time of
the granting of the Stock Option, provided that the exercise price shall not be
lower than the "Market Price". "Market Price" shall mean the closing price of
the common shares on The Toronto Stock Exchange on the trading day immediately
prior to the date of Stock Option is granted, or, if there is no reported trade
of the common shares on The Toronto Stock Exchange on such date, the arithmetic
average of the closing bid and the closing ask for the common shares on The
Toronto Stock Exchange on such date; provided that in the event the common
shares are not listed on The Toronto Stock Exchange but are listed on another
stock exchange or stock exchanges, the foregoing references to The Toronto Stock
Exchange shall be deemed to be references to such other stock exchange, or if
more than one, to such one as shall be designated by the Board of Directors of
the Corporation.
6. TERM AND EXERCISE PERIODS -Subject to Section 7 hereof, all Stock Options
shall be for a term and exercisable from time to time as determined in the
discretion of the Board of Directors of the Corporation at the time of the
granting of the Stock Options, provided that (i) no Stock Option shall have a
term exceeding ten (10) years, and (ii) where a Stock Option has been granted
for a specific service, such Stock Option may be exercisable only after the
completion of that service. Without limiting the generality of the foregoing or
the discretion of the Board and subject to Section 7 hereof. the Board of
Directors may, by way of example determine that a Stock Option is exercisable
only during the term of employment of the Eligible Optionee receiving it or
during such term and for a limited period of time after termination of
employment, that a Stock Option can be exercisable for a period of time or for
its remaining term after the death or incapacity of an Eligible Optionee, that
only a portion of a Stock Option is exercisable in a specified period, that the
unexercised portion of a Stock Option is "cumulative" so that any portion of a
Stock Option exercisable (but not exercised) in a specified period may be
exercised in subsequent periods until the Stock Option terminates. or that a
Stock Option may provide for early exercise and/or termination or other
adjustment in the event of a death of a person and in other circumstances, such
as if the Corporation shall resolve to sell all or substantially all of its
assets, to liquidate or dissolve or to merge, amalgamate, consolidate or be
absorbed with or into any other corporation or if any change of control of the
Corporation occurs.
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7. EXPIRY IN CERTAIN CIRCUMSTANCES - In the case of a Stock Option granted to
an officer or director of the Corporation in their capacity as such, if such
Eligible Optionee ceases to be an officer or director of the Corporation prior
to the expiry of the term of the Stock Option, such Stock Option may only be
exercised as to those shares in respect of which the Stock Option has not been
exercised at any time up to and including the earlier of (i) a date three (3)
months after the date the Eligible Optionee ceases to be an officer or
director or.the Corporation; or (ii) the expiry of the term of the Stock
Option. Where a Stock Option has been granted to an Eligible Optionee. in the
event of the death of the Eligible Optionee on or prior to the expiry of the
term of the Stock Option the Stock Option may only be exercised. as to those
shares in respect of which the Stock Option has not been exercised by the
legal personal representatives of the Eligible Opticnee at any time up to and
including the earlier of(i) a date twelve (12) months following the date or
the Eligible Optionee; or (ii) the expiry of the term of the Stock Option.
8. NON-ASSIGNABILITY - Stock Options shall not be assignable by the Eligible
Optionees except for a limited right of assignment to allow the exercise of
Stock Options by an Eligible Optionee's legal representative in the event of
death or incapacity Stock Options shall not be transferable by the Eligible
Optionees.
9. PAYMENT ON EXERCISE - All shares issued pursuant to the exercise of a Stock
Option shall be paid for in full in Canadian funds at the time of exercise of
the Stock Option and prior to the issue of the shares.
10. NON-EXERCISE - If any Stock Option granted pursuant to the Plan is not
exercised for any reason whatsoever the shares reserved for issuance pursuant to
such Stock Options shall revert to the Plan and shall be available for other
Stock Options, however, at no time shall there be outstanding Stock Options
exceeding in the aggregate the number of common shares of the capital stock of
the Corporation reserved for issuance pursuant to Stock Options under this Plan.
11. ADJUSTMENT IN CERTAIN CIRCUMSTANCES - In the event:
a) of any change in the common shares through subdivision, consolidation,
reclassification, amalgamation, merger or otherwise; or
b) of any stock dividend to holders of common shares (other than such stock
dividends issued at me option of shareholders of the Corporation in lieu of
substantially equivalent cash dividends); or
c) that any rights are granted to holders of common shares to purchase common
shares at prices substantially below fair market value; or
d) that as a result of any recapitalization, merger, consolidation or otherwise
the common shares are converted into or exchangeable for any other shares:
then in any such case the Board of Directors of the Corporation may make such
adjustment in the Plan and in the Stock Options granted under the Plan as the
Board of Directors of the Corporation may in its sole discretion deem
appropriate to prevent substantial dilution or enlargement of the rights
granted to or available for, holders of Stock Options and such adjustments may
be included in the Stock Options.
12. EXPENSES - All expenses in connection with the Plan shall be borne by the
Corporation.
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13. COMPLIANCE WITH LAWS - The Corporation shall not be obligated to issue any
shares upon exercise of Stock Options if the issue would violate any law or
regulation or any rule of any governmental authority or stock exchange. The
Corporation shall not be required to issue, register or qualify for resale any
shares issuable upon exercise of Stock Options pursuant to the provisions of a
prospectus or similar document, provided that the Corporation shall notify The
Toronto Stock Exchange and other appropriate regulatory bodies in Canada of the
existence of the Plan and the issuance and exercise of Stock Options.
14. FORM OF STOCK OPTION AGREEMENT - All Stock Options shall be issued by the
Corporation in a form which meets the general requirements and conditions set
forth in this Plan.
15. AMENDMENTS AND TERMINATION OF PLAN - The Corporation shall retain the right
to amend from time to time or to terminate the terms and conditions of the Plan
by resolution of the Board of Directors of the Corporation. Any amendments shall
be subject to the prior consent of any applicable regulatory bodies, included
any stock exchange on which the Corporation's shares are listed. Amendments and
termination shall take effect only with respect to Stock Options issued
thereafter, provided that they may apply to any Stock Options previously issued
with the mutual consent of the Corporation and the Eligible Optionees holding
such Stock Options.
16. APPLICABLE LAW - This Plan shall be governed by and construed in accordance
with the laws in force in the Province of Alberta.
17. SHAREHOLDER APPROVAL - No shares of the Corporation may be issued pursuant
to Stock Options granted under this Plan after April 7, 1995 until the Plan is
approved by the shareholders of the Corporation, given by way of confirmation
at the next meeting of shareholders of the Corporation.
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