EXHIBIT 10.10
INZECO HOLDINGS INC.
STOCK OPTION PLAN
(AS AMENDED NOVEMBER 23, 1998, NOVEMBER 22, 1999
AND NOVEMBER 9, 2000)
1. PURPOSE
The purpose of the Stock Option Plan (the "Plan") of INZECO
HOLDINGS INC. (the "Corporation") is to advance the interests of the
Corporation and each subsidiary of the Corporation (as that term is defined in
subsection 2(4) of the Business Corporations Act (Alberta), as such provision
is from time to time amended, varied or re-enacted) (a "Subsidiary") by
encouraging the directors, officers, management, consultants and employees of
the Corporation and its Subsidiaries to acquire shares in the Corporation,
thereby increasing their proprietary interest in the Corporation, encouraging
them to remain associated with the Corporation and its Subsidiaries and
furnishing them with additional incentive in their efforts on behalf of the
Corporation and its Subsidiaries.
2. ADMINISTRATION
The Plan shall be administered by the board of directors of
the Corporation. A majority of the board of directors shall constitute a
quorum, and the acts of a majority of the directors present at any meeting at
which a quorum is present, or acts unanimously approved in writing, shall be
the acts of the directors.
Subject to the provisions of the Plan, the board of directors
shall have authority to construe and interpret the Plan and all option
agreements entered into thereunder, to define the terms used in the Plan and in
all option agreements entered into thereunder, to prescribe, amend and rescind
rules and regulations relating to the Plan and to make all other determinations
necessary or advisable for the administration of the Plan. All determinations
and interpretations made by the board of directors shall be binding and
conclusive on all participants in the Plan and on their legal personal
representatives and beneficiaries.
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Each option granted hereunder shall be evidenced by an
agreement, signed on behalf of the Corporation and by the optionee, in such
form as the directors shall approve. Each such agreement shall recite that it
is subject to the provisions of this Plan.
3. SHARES SUBJECT TO PLAN
Subject to adjustment as provided in Section 14 hereof, the
shares to be offered under the Plan shall consist of shares of the
Corporation's authorized but unissued common shares. From and after the date
the Corporation's shares are listed on a stock exchange, the aggregate number
of shares to be delivered upon the exercise of all options granted under the
Plan shall not exceed 3,500,000 common shares. If any option granted hereunder
shall expire or terminate for any reason without having been exercised in full,
the unpurchased shares subject thereto shall again be available for the purpose
of this Plan.
4. MAINTENANCE OF SUFFICIENT CAPITAL
The Corporation shall at all times during the term of the
Plan reserve and keep available such numbers of shares as will be sufficient to
satisfy the requirements of the Plan.
5. ELIGIBILITY AND PARTICIPATION
Directors, officers, management, consultants under written
contract to the Corporation who provide significant time and attention to the
affairs and business of the Corporation and employees of the Corporation and
its Subsidiaries shall be eligible for selection to participate in the Plan
(such persons hereinafter collectively referred to as "Participants"). The
board of directors shall determine to whom options shall be granted, the terms
and provisions of the respective option agreements, the time or times at which
such options shall be granted, and the number of shares to be subject to each
option. An individual who has been granted an option may, if he is otherwise
eligible, and if permitted under
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the policies of the stock exchange or stock exchanges on which the shares of
the Corporation are to be listed, be granted an additional option or options if
the directors shall so determine.
6. EXERCISE PRICE
The exercise price of the shares covered by each option shall be
determined by the directors. The exercise price shall be not less than the
price permitted by the policy or policies of the stock exchange or stock
exchanges on which the shares of the Corporation are listed.
7. NUMBER OF OPTIONED SHARES
The number of shares subject to an option to a Participant
shall be determined in the resolution of the board of directors, but from and
after the date the Corporation's shares are listed on a stock exchange, no
Participant shall be granted an option which exceeds 5% of the issued and
outstanding shares of the Corporation at the time of granting of the option.
8. DURATION OF OPTION
Each option and all rights thereunder shall be expressed to
expire on the date set out in the option agreements and shall be subject to
earlier termination as provided in paragraphs 10 and 11.
9. OPTION PERIOD, CONSIDERATION AND PAYMENT
(a) The period within which such option shall be exercised (the
"Option Period") shall be a period of time fixed by the board
of directors, not to exceed five (5) years from the date the
option is granted, provided that the Option Period shall be
reduced with respect to any option as provided in Sections 10,
11 and 14.
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(b) An option shall vest and may be exercised (in each case to the
nearest full share) during the Option Period in such manner as
the board of directors may fix by resolution. Options which
have vested may be exercised in whole or in part at any time
and from time to time during the Option Period. To the extent
required by any stock exchange or stock exchanges on which the
shares of the Corporation are listed, no option may be
exercised under this Plan until this Plan has been approved by
a resolution duly passed by the shareholders of the
Corporation.
(c) Except as set forth in Sections 10 and 11, no option may be
exercised unless the Participant is at the time of such
exercise a director, officer, manager, consultant or employee
of the Corporation or a Subsidiary; except in the case of a
consultant, where the Option has been granted for a specific
service, the Option may be exercised only upon completion of
that service.
(d) The exercise of any option will be contingent upon receipt by
the Corporation at its head office of a written notice of
exercise, specifying the number of shares with respect to
which the option is being exercised, accompanied by cash
payment, certified cheque or bank draft for the full purchase
price of such shares with respect to which the option is
exercised. No Participant or his legal representatives,
legatees or distributees will be, or will be deemed to be, a
holder of any shares subject to an option under this Plan,
unless and until the certificates for such shares are issued
to him or them under the terms of the Plan.
10. CEASING TO BE A DIRECTOR, OFFICER, MANAGER OR EMPLOYEE
If a Participant shall cease to be a director, officer,
manager, consultant or employee of the Corporation or a Subsidiary for any
reason (other than death), he may but only within 90 days next succeeding his
ceasing to be a director, officer, manager, consultant or employee, exercise his
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option to the extent that he was entitled to exercise it at the date of such
cessation.
Nothing contained in the Plan, nor in any option granted
pursuant to the Plan, shall as such confer upon any Participant any right with
respect to continuance as a director, officer, manager, consultant or employee
of the Corporation or of any Subsidiary or affiliate.
11. DEATH OF PARTICIPANT
In the event of the death of a Participant, the option
previously granted to him shall be exercisable only within the twelve (12)
months next succeeding such death and then only:
(a) by the person or persons to whom the Participant's rights
under the Option shall pass by the Participant's will or the
laws of descent and distribution; and
(b) if and to the extent that he was entitled to exercise the
option at the date of his death.
12. RIGHTS OF OPTIONEE
No person entitled to exercise any option granted under the
Plan shall have any of the rights or privileges of a shareholder of the
Corporation in respect of any shares issuable upon exercise of such option
until certificates representing such shares shall have been issued.
13. PROCEEDS FROM SALE OF SHARES
The proceeds from sale of shares issued upon the exercise of
options shall be added to the general funds of the Corporation and shall
thereafter be used from time to time for such corporate purposes as the board
of directors may determine and direct.
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14. ADJUSTMENTS
In the event that the outstanding shares of the Corporation
are changed into or exchanged for a different number or kind of shares or other
securities of the Corporation, or in the event that there is a reorganization,
amalgamation, consolidation, subdivision, reclassification, dividend payable in
capital stock or other change in the capital stock of the Corporation, then
each Participant holding an option shall thereafter upon the exercise of the
option granted to him, be entitled to receive, in lieu of the number of shares
to which the Participant was theretofore entitled upon such exercise, the kind
and amount of shares or other securities or property which the Participant
would have been entitled to receive as a result of any such event if, on the
effective date thereof. the Participant had been the holder of the shares to
which he was theretofore entitled upon such exercise.
In the event the Corporation proposes to amalgamate, merge or
consolidate with any other corporation (other than with a wholly-owned
subsidiary of the Corporation) or to liquidate, dissolve or wind-up, or in the
event an offer to purchase the shares of the Corporation or any part thereof
shall be made to all holders of shares of the Corporation, the Corporation
shall have the right, upon written notice thereof to each Participant, to
require the exercise of the option granted within the thirty (30) day period
next following the date of such notice and to determine that upon such thirty
(30) day period, all rights of the Participant to exercise same (to the extent
not theretofore exercised) shall ipso facto terminate and cease to have any
further force or effect whatsoever.
15. TRANSFERABILITY
All benefits, rights and options accruing to any Participant
in accordance with the terms and conditions of the Plan shall not be
transferable or assignable unless specifically provided herein. During the
lifetime of a Participant any benefits, rights and options may only be
exercised by the Participant.
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16. AMENDMENT AND TERMINATION OF PLAN
The board of directors may, at any time, suspend or terminate
the Plan. The board may also at any time amend or revise the terms of the Plan,
PROVIDED that no such amendment or revision shall alter the terms of any
options theretofore granted under the Plan.
17. NECESSARY APPROVALS
The obligation of the Corporation to issue and deliver shares
in accordance with the Plan is subject to any approvals which may be required
from any regulatory authority or stock exchange having Jurisdiction over the
securities of the Corporation. If any shares cannot be issued to any
Participant for whatever reason, the obligation of the Corporation to issue
such Shares shall terminate and any option exercise price paid to the
Corporation will be returned to the Participant.
18. STOCK EXCHANGE RULES
The rules of any stock exchange upon which the Corporation's
Shares are listed shall be applicable relative to options granted to
Participants.
19. EFFECTIVE DATE OF PLAN
The Plan has been adopted by the board of directors of the
Corporation subject to the approval of the stock exchange or stock exchanges on
which the Shares of the Corporation are to be listed and, if so approved, the
Plan shall become effective upon such approvals being obtained.
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20. INTERPRETATION
The Plan will be governed by and construed in accordance with
the laws of Canada and of the Province of Alberta.
IN WITNESS WHEREOF the Corporation has caused its corporate seal to be
affixed hereto in the presence of its officers duly authorized in that behalf
as of the 22nd day of November, 1999.
INZECO HOLDINGS INC.
Per: /s/Robert Stikeman
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Secretary