TRANSLANTIC PETROLEUM CORP.
Stock Option Plan (1995)
Dated June 14, 1999
AMENDED
TransAtlantic Petroleum Corp. (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 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 6,285,000 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 (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;
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b. "Insider" means an insider as defined in the SECURITIES ACT
(Ontario), other than a person who falls within that definition
solely by virtue or 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 the 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, of if any change of control of the
Corporation occurs.
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
of 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 Optionee at any time up to and including the
earlier of (i) a date twelve (12) months following the date of the Eligible
Optionee; or (ii) the expiry of the term of the Stock Option.
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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 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 the 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.
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.
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16. APPLICABLE LAW - This Plan shall be governed by and construed in accordance
with the laws in force m the Province of Alberta.
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