E-CRUITER.COM INC
KEY EMPLOYEE STOCK OPTION PLAN
1. Purpose of the Plan
The purpose of the E-Cruiter.com Inc Key Employee Stock Option Plan is to
develop the interest of and provide an incentive to eligible employees and
directors of E-Cruiter.com Inc (the "Corporation") in the Corporation's
growth and development by granting to eligible employees and directors from
time to time options to purchase Class "D" Special Shares of the
Corporation, thereby advancing the interests of the Corporation and its
shareholders.
2. Definitions
In this Plan:
a) "Board of Directors" means the Board of Directors of the Corporation;
b) "Class "D" Special Shares" means the Class "D" Special Shares of the
Corporation;
c) "Corporations Act" means the Canada Business Corporations Act, as
amended, and the regulations promulgated thereunder.
d) "Date of Grant" means, for any Option, the date specified by the Board of
Directors at the time it grants the Option, (provided, however, that such
date shall not be prior to the date the Board of Directors acts to grant
the Option) or, if no such date is specified, the date upon which the
Option was granted;
e) "Disability" means permanent and total disability as determined under
procedures established by the Board of Directors for the purposes of the
Plan;
f) "Exercise Date" means the date the Corporation receives from a
Participant a completed Notice of Exercise form with payment for the
Option Shares being purchased;
g) "Exercise Period" means, with respect to any Option Shares, the period
during which a Participant may purchase such Option Shares;
h) "Option" means a non-assignable and non-transferable option to purchase
Class "D" Special Shares granted pursuant to the Plan;
i) "Optionee" means a Participant who has been granted one or more Options;
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j) "Option Shares" means Class "D" Special Shares which are subject to
purchase upon the exercise of outstanding Options;
k) "Participant" means a current or former full-time permanent employee of
the Corporation;
l) "Plan" means the E-Cruiter.com Inc Key Employee Stock Option Plan as set
out herein;
m) "Plan Shares" means the Class "D" Special Shares reserved from time to
time by the Board of Directors for issuance pursuant to the exercise of
Options;
n) "Retirement" means retirement from active employment with the Corporation
at or after age 65, or with the consent for purposes of the Plan of such
officer of the Corporation as may be designated by the Board of
Directors, at or after such earlier age and upon the completion of such
years of service as the Board of Directors may specify; and
3. Canadian Dollars
All dollar amounts referred to in this Plan are in Canadian funds unless
otherwise provided.
4. Extended Meanings
In this Plan, words importing the singular number include the plural and
vice versa and words importing the masculine gender include the feminine and
neuter genders.
5. Headings
Article headings are not to be considered part of the Plan and are included
solely for convenience of reference and are not intended to be full or
accurate descriptions of the contents thereof.
6. Eligibility
All Participants shall be eligible to participate in the Plan. Eligibility
to participate shall not confer upon any Participant any right to be granted
Options pursuant to the Plan. The extent to which any Participant shall be
entitled to be granted Options pursuant to the Plan shall be determined in
the sole and absolute discretion of the Board of Directors.
7. Number of Option Shares Available for Grants
No Option may be granted by the Board of Directors which would have the
effect of causing the total number of all Option Shares subject to purchase
under outstanding Options to exceed the number of Plan Shares.
Upon the expiration, surrender, cancellation or termination, in whole or in
part, of an unexercised Option, the Option Shares subject to such Option
shall be available for other Options to be granted from time to time.
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8. Granting of Options
The Board of Directors may from time to time grant Options to Participants
to purchase a specified number of Option Shares at a specified exercise
price per share. The number of Option Shares to be granted, the exercise
price, the Date of Grant, and such other terms and conditions of the Option
shall be as determined by the Board of Directors.
9. Exercise Price
The exercise price per Class "D" Special Share purchasable under an Option
shall be determined by the Board of Directors but in any event shall not be
lower than the fair market value of a Class "D" Special Share on the Date of
Grant.
10. Exercise Period
Unless otherwise specified by the Board of Directors at the time of granting
an Option, and except as otherwise provided in the Plan, each Option shall
be exercisable in the following installments:
Percentage of Total Number
of Option Shares Which
May be Purchased Exercise Period
----------------------------- --------------------------------------
33 1/3% From the first anniversary of the Date
of Grant to and including the fifth
anniversary of the Date of Grant
33 1/3% From the second anniversary of the
Date of Grant to and including the
fifth anniversary of the Date of
Grant
33 1/3% From the third anniversary of the
Date of Grant to and including the
fifth anniversary of the Date of
Grant
Once an installment becomes exercisable it shall remain exercisable until
expiration or termination of the Option, unless otherwise specified by the
Broad of Directors. Each Option or installment may be exercised at any time
or from time to time, in whole or in part, for up to the total number of
Class "D" Special Shares with respect to which it is then exercisable. The
Board of Directors shall have the right to accelerate the date which any
installment of any Option is exercisable.
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11. Term of Options
Subject to accelerated termination as provided for in the Plan, each Option
shall, unless otherwise specified by the Board of Directors, expire on the
fifth anniversary of the Date of Grant, provided, however, that no Option
may be excercised after the tenth anniversary of the Date of Grant.
12. Exercise of Options
An Optionee may at any time within the Exercise Period elect to purchase all
or a portion of the Option Shares which such Optionee is then entitled to
purchase by delivering to the Corporation a completed Notice of Exercise,
specifying the Date of Grant of the Option being exercised, the exercise
price of the Option and the number of Option Shares the Optionee desires to
purchase. The Notice of Exercise shall be accompanied by payment in full of
the purchase price for such Option Shares. Payment can be made by cash,
certified cheque, bank draft, money order or the equivalent payable to the
order of the Corporation or by such other means as may be specified by the
Board of Directors.
13. Withholding of Tax
If the Corporation determines that under the requirements of applicable
taxation laws it is obliged to withhold for remittance to a taxing authority
any amount upon exercise of an Option, the Corporation may, prior to and as
a condition of issuing the Option Shares, require the Optionee exercising
the Option to pay to the Corporation, in addition to and in the same manner
as the purchase price for the Option Shares, such amount as the Corporation
is obliged to remit to such taxing authority in respect of the exercise of
the Option. Any such additional payment shall, in any event, be due no later
than the date as of which any amount with respect to the Option exercised
first becomes includable in the gross income of the Optionee for tax
purposes.
14. Share Certificates
Upon exercise of an Option and payment in full of the purchase price and any
applicable tax withholdings, the Corporation shall cause to be issued and
delivered to the Optionee within a reasonable period of time a certificate
or certificates in the name of or as directed by the Optionee representing
the number of Class "D" Special Shares the Optionee has purchased.
15. Termination of Employment
Unless otherwise determined by the Board of Directors, if an Optionee's
employment or services terminate for any reason other than death, Disability
or Retirement, any Option held by such Optionee shall thereupon terminate,
except that each such Option, to the extent then exercisable, may be
exercised for the lessor of 60 days or the balance of such Option's term.
Options shall not be affected by any change of employment within or among
the Corporation, its Subsidiaries or an Other Related Company, or unless
otherwise determined by the Board of Directors, so long as the Participant
continues to be an employee of the Corporation, a Subsidiary or an Other
Related Company.
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16. Termination by Reason of Death, Disability or Retirement
If an Optionee's employment or services terminate by reason of death,
Disability or Retirement, any Option held by such Optionee may thereafter be
exercised, to the extent then exercisable or to such other extent as the
Board of Directors may determine, for a period of 180 days (or such other
period as the Board of Directors may specify) from the date of such death,
Disability or Retirement or until the expiration of the stated term of such
Option, whichever period is the shorter.
17. Transfer and Assignment
Options granted under the Plan are not assignable or transferable by the
Optionee or subject to any other alienation, sale, pledge or encumbrance by
such Optionee except by will or by the laws of descent and distribution.
During the Optionee's lifetime Options shall be exercisable only by the
Optionee. The obligations of each Optionee shall be binding on his/her
heirs, executors and administrators.
18. No Right to Employment
The granting of an Option to a Participant under the Plan does not confer
upon the Participant any right to expectation of employment by, or to
continue in the employment of, the Corporation, or to be retained as a
consultant by the Corporation.
19. Rights as Shareholders
The Optionee shall not have any rights as a shareholder with respect to
Option Shares until full payment has been made to the Corporation and a
share certificate or share certificates have been duly issued.
20. Administration of the Plan
The Plan shall be administered by the Board of Directors which shall have
the authority to:
a) determine the individuals and entities (from among the class of
individuals and entities eligible to receive Options) to whom Options may
be granted;
b) determine the number of Option Shares to be subject to each Option;
c) determine the terms and conditions of any grant of Option, including but
not limited to
d) the time or times at which Options may be granted;
e) the exercise price at which Option Shares subject to each Option may be
purchased;
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f) the time or times when each Option shall be come exercisable and the
duration of the Exercise Period;
g) whether restrictions or limitations are to be imposed on Option Shares,
and the nature of such restrictions or limitations, if any; and
h) any acceleration of exercisability or waiver of termination regarding any
Option, based on such factors as the Board of Directors may determine;
i) interpret the Plan and prescribe and rescind rules and regulations
relating to the Plan.
The interpretation and construction by the Board of Directors of any
provisions of the Plan or of any Option granted under it shall be final and
binding on all persons. No members of the Board of Directors shall be liable
for any action or determination made in good faith with respect to the Plan
or any Option granted under it. The day-to-day administration of the Plan
may be delegated to such officers and employees of the Corporation or any
Subsidiary as the Board of Directors shall determine.
21. Recapitalization and Reorganization
The number of Option Shares subject to each outstanding Option and the
purchase price for such Option Shares shall be appropriately adjusted for
any subdivision, redivision, consolidation or any similar change affecting
the Class "D" Special Shares.
22. Conditions
The Plan and each Option shall be subject to the requirement that, if at any
time the Board of Directors determines that the listing, registration or
qualification of the Class "D" Special Shares subject to such Option upon
any securities exchange or under any provincial, state or federal law, or
the consent or approval of any governmental body, securities exchange, or
the holders of the Class "D" Special Shares generally, is necessary or
desirable, as a condition of, or in connection with, the granting of such
Option or the issue or purchase of Class "D" Special Shares thereunder, no
such Option may be granted or exercised in whole or in part unless such
listing, registration, qualification, consent or approval shall have been
affected or obtained free of any conditions not acceptable to the Board of
Directors.
23. Loans
The Board of Directors may, in its discretion, but subject always to section
44 of the Corporations Act, grant loans, on such terms as are permitted by
law and the Board of Directors may determine, to Optionees to enable them to
purchase Option Shares, provided that all Class "D" Special Shares purchased
with the proceeds of such loans shall be held by a trustee until the
Corporation has been repaid in full.
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24. Notices
All written notices to be given by the Optionee to the Corporation shall be
delivered personally or by registered mail, postage prepaid, addressed as
follows:
E-Cruiter.com Inc
360 Albert Street, Suite 1510
Ottawa, ON K1R 7X7
Attention: Secretary - Treasurer
Any notice given by the Optionee pursuant to the terms of an Option shall
not be effective until actually received by the Corporation at the above
address.
25. Corporate Action
Nothing contained in the Plan or in an Option shall be construed so as to
prevent the Corporation from taking corporate action which is deemed by the
Corporation to be appropriate or in its best interest, whether or not such
action would have an adverse effect on the Plan or any Option.
26. Amendments
The Board of Directors shall have the right, in its sole discretion, to
alter, amend, modify or terminate the Plan or any Option granted under the
Plan at any time without notice. The Board of Directors shall not, however,
alter, amend or modify the Plan more often than once every six months other
than to comport with changes to applicable tax and employee benefit laws and
the respective rules and regulations thereunder. No such amendment, however,
may, without the consent of the Optionee, alter or impair any rights or
increase any obligations with respect to an Option previously granted under
the Plan.
27. Third Party Offer
In the event of a Third Party Offer which is accepted by a majority of the
shareholders of the Corporation as defined below, unless otherwise
determined by the Board of Directors prior to the occurrence of such Third
Party Offer, any options outstanding as of the date of the Third Party Offer
and then not exercisable shall become fully exercisable at the Exercise
Price, provided that Optionees are not required to exercise the options if
the Third Party Offer is not for all the Corporation's securities or the
offer price per share is less than the Exercise Price.
For the purposes of the Plan, "Third Party Offer" means the happening of any
of the following:
a) When a third party, acting at arm's length, as defined in the Income Tax
Act (Canada), as amended, makes an offer to acquire the "beneficial
ownership", as defined in the Corporations Act, directly or indirectly, of
securities of the Corporation representing 50.1 percent or more of the
combined voting power of the Corporation's then outstanding securities; or
b) When a third party, acting at arm's length, as defined in the Income Tax
Act (Canada), as amended, makes an offer to acquire the Corporation through
the purchase of assets, by amalgamation or otherwise.
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"Exercise Price" shall mean the price per share as determined herein from
time to time.
28. Termination of Plan
Except as otherwise provided herein, Options may be granted only within the
ten year period from the date the Plan has been adopted by the Board of
Directors. The termination of the Plan shall have no effect on outstanding
Options, which shall continue in effects in accordance with their terms and
conditions and the terms and conditions of the Plan, provided that no Option
may be exercised after the tenth anniversary of its Date of Grant.
29. Further Assurances
Each Participant shall, when requested to do so by the Corporation, sign and
deliver all such documents relating to the granting or exercise of Options
deemed necessary or desirable by the Corporation.
30. Governing Law
The Plan is established under the laws of the Province of Ontario, and the
rights of all parties and the construction and effect of each provision of
the Plan shall be according to the laws of the Province of Ontario.
DATED this 30th day of October, 1998.
E-CRUITER.COM INC
President _______________________
J. Gerard Stanton
Secretary _______________________
J. Potts
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