Exhibit 4.1
LUMONICS INC.
1995 STOCK OPTION PLAN FOR EMPLOYEES AND DIRECTORS
____________________________________________________________________
1. Purpose
Lumonics Inc. 1995 Stock Option Plan for Employees and Directors (the
"Plan") is intended to retain, and reward highly qualified employees and
directors who will be motivated to contribute to the success of Lumonics
Inc. and its subsidiaries (the "Company") and encouraged to purchase Common
Shares of the Company (the "Common Shares"). The Plan shall come into
force effective September 29th, 1995.
2. Number of Common Shares to be Offered
Stock options granted under the Plan ("Options" or "Option") shall be for
the purchase of Common Shares, without nominal or par value, of the Company
("Option Shares" or "Option Share"). The maximum number of Common Shares
that will be reserved for issuance and issued under this Plan shall not
exceed 4,906,000 shares. The following restrictions shall also apply to
this Plan as well as all other plans or stock option agreements to which
the Company may be a party;
(i) the aggregate number of Option Shares reserved for issuance pursuant
to options granted to Insiders shall not exceed ten percent (10%) of
the Outstanding Issue;
(ii) Insiders shall not be issued, within any one year period, a number
of Option Shares which exceeds ten percent (10%) of the Outstanding
Issue;
(iii) no Insider together with such Insider's Associates shall be issued,
within any one year period, a number of Option Shares which exceeds
five percent (5%) of the Outstanding Issue; and
(iv) the number of Option Shares reserved for issuance pursuant to
options to any one participant shall not exceed five percent (5%) of
the Outstanding Issue.
For the purpose of this Plan:
"Associate" has the meaning assigned by the Securities Act (Ontario), as
amended from time to time:
"Insider" means:
(i) an insider of the Company as defined by the Securities Act (Ontario)
as amended from time to time, other than a person who falls within
such definition solely by virtue of being a director or senior
officer of a subsidiary of the Company; and
(ii) an Associate of any person who is an insider by virtue of Clause (i)
of this definition; and
"Outstanding Issue" means the number Of Common Shares of the Company
that are outstanding immediately prior to any issuance of Options
under this Plan or any issuance of Option Shares, as the case may
be, excluding Option Shares issued pursuant to the Plan during the
preceding one year period.
Upon the expiration, surrender or termination, in whole or in part, of an
unexercised Option, the Option Shares subject to such unexercised Option
shall be available for other Options to be granted from time to time.
3. Administration
The Plan shall be administered by the Compensation Committee of the Board
of Directors of the Company (the "Committee") who shall be appointed by and
serve at the pleasure of the Board of Directors (the "Board"). The
Committee shall have full power and authority, subject to the terms of the
Plan, to grant Options on behalf of the Company; to designate the
individuals who are to be granted Options (the "Optionees" or "Optionee");
to set the date of grant, the number of Option Shares to be granted
pursuant to each Option; and the other terms and conditions of the Options;
and otherwise to interpret and construe the terms of the Plan. Any
determination by the Committee shall be final and conclusive unless
otherwise determined by the Board and, in any such event, such
determination of the Board shall be final and conclusive. The day-to-day
administration of the Plan may be delegated to such officers and employees
of the Company as the Committee in its sole discretion shall determine.
4. Terms and Conditions of Options
(a) Individuals Eligible to Receive Options. The individuals eligible to
receive Options shall be confined to such employees (including
contract employees) and directors of the Company as shall be
determined from time to time by the Committee. In making such
determination, the Committee shall consider the duties and
responsibilities of the individual, his or her present and potential
contribution to the success of the Company, and such other factors as
the Committee shall deem relevant in accomplishing the purposes of the
Plan. Participation in the Plan shall be entirely voluntary and any
decision by any individual not to participate shall not affect such
individual's employment with the Company.
(b) Grant of Options. From time to time the Committee or the Board of
Directors shall grant Options on behalf of the Company under the Plan.
(c) Option Price. The purchase price ("Option Price") for an Option Share
shall be the Market Price per Common Share as at the date of grant.
"Market Price" per Common Share at any date shall be the closing price
of the Common Shares on The Toronto Stock Exchange (the "Exchange")
(or if the Common Shares are not
then listed or posted for trading on the Exchange, on such stock
exchange in Canada on which such shares are listed and posted for
trading as may be selected for such purpose by the Committee) on the
trading date immediately preceding the date of grant. In the event
that the Common Shares are not listed and posted for trading on any
stock exchange in Canada, the market price shall be the last trading
price of the Common Shares on National Association of Securities
Dealers Quotations Systems ("NASDAQ") on the trading day immediately
preceding the date of grant. In the event that the Common Shares are
not trading on NASDAQ, the market price shall be determined by the
Committee in its sole discretion.
(d) Exercise Period. An Option may be exercised at any time or from time
to time within such period as the Committee shall determine (the
"Exercise Period"), but in no event shall such Exercise Period be
greater than 10 years from the date of grant. The Committee may, but
shall not be required to, impose such conditions on the exercise of an
Option as the Committee deems appropriate.
(e) Methods of Payment. Payment for purchase of Option Shares shall be
made in cash or by certified cheque. Only full shares shall be issued
under the Plan.
(f) Termination of Employment. The following shall apply in the event
that the employment of an Optionee is terminated on a date prior to
the expiration of the Exercise Period ("Termination Date"). For
purposes of the Plan, the transfer of an Optionee to a different
position or office within the Company shall not be considered a
termination.
(i) If the cause of termination is the voluntary retirement or
dismissal for cause of the Optionee, the Optionee's Option
shall terminate on the Termination Date. Provided that the
Chief Executive Officer of the Company may extend such period
for up to 30 days following the Termination Date prior to which
date the Optionee may exercise all or any part of the
Optionee's Option that has vested and is exercisable in
accordance with the provisions of Section 4(d) hereof.
(ii) If the cause of termination is other than the death, voluntary
retirement or dismissal for cause of the Optionee, the
Optionee's Option shall terminate 60 days following the
Termination Date prior to which date the Optionee may exercise
all or any part of the Optionee's Option that has vested and is
exercisable in accordance with the provisions of Section 4(d)
hereof. The Chief Executive Officer of the Company may extend
such period for up to an additional 30 days.
(iii) If the cause of termination is the death of the Optionee, the
Optionee's Option shall terminate six (6) months following the
Termination Date prior to which date the legal personal
representative(s) of the deceased Optionee may exercise such
portion of the Optionee's Option that has vested and is
exercisable in accordance with the provisions of Section 4(d)
hereof.
Notwithstanding the provisions of this paragraph (f), in no event may
an Option be exercised after the expiration of the Exercise Period.
(g) Transferability. An Option may not be assigned or transferred. Each
Option will be exercisable during the lifetime of the Optionee only by
the Optionee. In the event of the death of an Optionee, the legal
personal representative(s) of the deceased Optionee may exercise,
within the period set out in Section 4(f)(ii) hereof, such portion of
the Optionee's Option that would have been exercisable by the Optionee
on the date of death in accordance with the provisions of Section 4(d)
hereof.
(h) Reorganization and Recapitalization. In the event of any subdivision,
redivision or change of the Common Shares of the Company at any time
prior to the expiration of the Exercise Period into a greater number
of shares, the Company shall deliver at the time of any exercise
thereafter of the Option hereby granted such additional number of
shares as would have resulted from such subdivision, redivision or
change if such exercise of the Option hereby granted had been prior to
the date of such subdivision, redivision or change.
In the event of any consolidation or change of the Common Shares of
the Company at any time prior to the expiration of the Exercise Period
into a lesser number of shares, the number of shares deliverable by
the Company on any exercise thereafter of the Option hereby granted
shall be reduced to such number of shares as would have resulted from
such consolidation or change if such exercise of the Option hereby
granted had been prior to the date of such consolidation or change.
5. Amendment and Discontinuance
The Committee shall have the right to amend or modify this Plan or to
terminate this Plan at any time without notice provided that an Optionee's
rights are not thereby materially adversely affected and subject to any
approvals required under the applicable rules of any stock exchange upon
which the Common Shares of the Company are or may be listed.
6. Employment Non-Contractual
Nothing in this option shall be construed as conferring upon the Optionee
any right to continue in the service of the Company or any subsidiary of
the Company.
7. Rights as a Shareholder
The Optionee shall not have any rights as a shareholder with respect to any
Option Shares issuable upon exercise of this Option until this Option has
been validly exercised and the purchase price for such Option Share has
been paid in full.
8. Nontransferability
The Optionee's rights under this option are not assignable or transferable
by the Optionee during the Optionee's lifetime and are exercisable during
the Optionee's lifetime only by the Optionee.
9. Corporate Action
Nothing contained herein shall be construed so as to prevent the Company or
any subsidiary of the Company from taking corporate action which is deemed
by the Company or the subsidiary to be appropriate or in its best interest,
whether or not such action would have an adverse effect on the Option.
10. Government Regulation
The Company's obligation to issue and deliver Common Shares under this
Option is subject to:
(a) the satisfaction of all requirements under applicable securities law
in respect thereof and obtaining all regulatory approvals as the
Company shall determine to be necessary or advisable in connection
with the authorization, issuance or sale thereof, including
shareholder approval, if required;
(b) the admission of such Common Shares to listing on any stock exchange
on which Common Shares may then be listed; and
(c) the receipt from the Optionee of such representations, agreements and
undertakings as to future dealings in such Common Shares as the
Company determines to be necessary or advisable in order to safeguard
against the violation of the securities law of any jurisdiction.
In this connection, the Company shall take all reasonable steps to obtain
such approvals and registrations as may be necessary for the issuance of
such Common Shares in compliance with applicable securities law and for the
listing of such Common Shares on any stock exchange on which such Common
Shares are then listed.
11. Approvals
This Plan shall be subject to acceptance by The Toronto Stock Exchange (the
"Exchange") in compliance with all conditions imposed by the Exchange. Any
Options granted prior to such acceptance shall be conditional upon such
acceptance being given and any conditions complied with and no such Options
may be exercised unless such acceptance is given and such conditions are
complied with.
12. Governing Law
This Plan and any Options granted hereunder shall be governed by and
interpreted in accordance with the laws of the Province of Ontario.
13. Additional Information for Quebec Residents
The following information will be provided to Individuals Eligible to
Receive Options who are residents of the Province of Quebec at the time
that they are granted Options pursuant to the Plan:
(a) There is no minimum sum to be collected under the Plan and the Company
proposes to use the proceeds of the Plan for general corporate
purposes;
(b) No changes have occurred among the senior executives of the Company
since the last annual meeting of shareholders other than as disclosed
in a Schedule that will be attached;
(c) There has been no transfer of the securities of the Company that
resulted in a material change in control of the Company since the last
meeting of shareholders of the Company other than as disclosed in a
Schedule that will be attached;
(d) All other material facts in respect of the Company or the securities
offered under the Plan that are necessary to enable an informed
decision have been made public; and
(e) A copy of the most recent audited financial statements of the Company
will be attached.
LUMONICS INC.
By:
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Authorized Officer
September 14, 1995