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EXHIBIT 10.20
GORAN CAPITAL INC.
SHARE OPTION PLAN
1. PURPOSE
The purpose of this Plan is to aid the Company and its subsidiaries
and affiliates in attracting, retaining and motivating key employees.
2. DEFINITIONS
Whenever used herein, the following terms shall have the meaning set
forth below:
(a) "Company" shall mean Goran Capital Inc.;
(b) "Board" shall mean the Board of Directors of the Company;
(c) "Shares" shall mean the common shares of the share capital of
the Company which shares are without par value;
(d) "Fair Market Value" shall mean the value of the Shares as
determined by the Board in its absolute discretion, but in a
manner acceptable to regulatory authorities of competent
jurisdiction;
(e) "Plan" shall mean the Company's Share Option Plan as defined
herein;
(f) "Option" shall mean a right or rights granted by the Board to
individual(s) to purchase Shares under this Plan;
(g) "Participant" shall mean a selected (i) employee of the
Company, its subsidiaries and affiliates (including directors
only if they are full time employees of the Company, its
subsidiaries and affiliates), (ii) part-time employee and
(iii) other person who either performs services for the
Company on an ongoing basis or who has provided, or is
expected to provide, a service of value to Goran, to whom an
Option is granted under this Plan.
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3. SHARES AVAILABLE IN THE PLAN
The aggregate number of Shares that may be issued pursuant to the
exercise of Options shall not exceed 10% of the outstanding Shares, on a
non-diluted basis, which shall be made available from the authorized but
unissued Shares and which have been reserved for issuance upon exercise of
Options granted under the Plan. If an Option granted to a Participant in
accordance with this Plan expires, terminates, ceases to be exercisable or is
surrendered before being exercised without having been exercised in full, then
the Shares that were subject to the Option but which were not issued pursuant
to the exercise of the Option shall, unless this Plan has been terminated,
become available to other Participants for issuance pursuant to the exercise of
Options under the Plan, all within the maximum limitation stated above.
4. ADMINISTRATION
This Plan shall be administered by the Board. Subject to the terms
herein, the Board is authorized to approve grants of Options in accordance with
the Plan, to construe and interpret the Plan, to prescribe, amend, and rescind
rules and regulations relating to the Plan, and to make all determinations and
take all actions necessary or advisable for the Plan's administration. The
Board shall act by vote or written consent of a majority of its members.
Whenever the Plan authorizes or requires the Board to take any action, make any
determination or decision, or form any opinion, then any such action,
determination, decision, or form any opinion by or of the Board shall be in the
absolute discretion of the Board.
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5. PARTICIPANTS
Individuals who are eligible to receive Options hereunder shall be
limited to selected employees of the Company, its subsidiaries and affiliates
(including directors only if they are full-time employees of the Company, its
subsidiaries or affiliates), part-time employees and other persons who either
perform services for the Company on an ongoing basis or who have provided, or
are expected to provide, a service of value to the Company (hereinafter
referred to as "employee" or "employees" as the case may be). The Board shall
in its sole and absolute discretion determine from time to time which employees
will be granted Options under this Plan and the size and terms and conditions
of the Option or Options to be granted to each such employee. The Board may
approve the grant of Options subject to differing terms and conditions to any
selected employee in any year. The Board's decision to approve the grant of an
Option to an employee in any year shall not require the Board to approve the
grant of an Option to that employee in any other year or to any other employee
in any year; nor shall its decision with respect to the size or terms and
conditions of the Option be granted to an employee in any year require it to
approve the grant of an Option of the same size or with the same terms and
conditions to that employee in any other year or to any other employee in any
year. The Board shall not be precluded from approving the grant of an Option
to any eligible employee solely on the basis that such employee may previously
have been granted an Option under this Plan.
6. OPTIONS
Each Option granted under this Plan shall be evidenced by an option
agreement which shall contain such terms and conditions not inconsistent with
the terms of this Plan as the Board shall determine; provided, however, that
each Option shall satisfy the following requirements:
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a) Option Price - The option price for each Share purchasable under any
Option shall be specified in the agreement relating to such Option and, subject
to the provisions of Section 13, shall, in the discretion of the Board, not be
less than 90% of the Fair Market Value as of the date the Option is granted.
b) Option Period
(i) General - Subject to subparagraph (iii) below, the period in
which an Option may be exercised shall not exceed eight years from the
date the Option is granted; provided, however, that the Option may be
sooner terminated in accordance with the provisions of this paragraph
(b). Subject to the foregoing, the Board may provide that any Option
may be exercised, in whole or in part, at such time or times as the
Board may in its discretion determine.
(ii) Termination of Employment - Except as provided in
subparagraphs (iii) and (iv) below, if the Participant ceases to be an
employee of the Company, a subsidiary or affiliate, for any reason
whatsoever including retirement, resignation or termination with or
without cause, the Option may continue for such Shares and until such
period as the Board may approve, including that the Option may cease
upon termination; provided, that in no event may the Option be
exercised for more than the number of Shares for which the Participant
could have exercised the Option immediately prior to the Participant's
termination of employment or of services.
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(iii) Death - If a Participant dies while employed and at a time
when he has not fully exercised any then outstanding Option, or it a
Participant dies after retirement in accordance with subparagraph (ii)
above, without having fully exercised any then outstanding Option, the
Option shall be exercisable by the Participant's executors or personal
representatives within three months after the Participant's death
notwithstanding the expiration date of the Option but for not more
than that number of Shares for which the Participant could have
exercised, the Option shall terminate at the expiration of such
three-month period.
(iv) Leave of Absence - If a Participant is granted a leave of
absence for any reason, such leave of absence shall not constitute a
termination of employment for the purposes of this Plan.
7. EMPLOYMENT
No grant of an Option to a Participant under this Plan shall affect
any right of the Company, subsidiary or affiliate to terminate the
Participant's employment or services at any time.
In the event of termination of employment or services with or without
cause, the Participant shall have no right of recourse against the Company for
any reason whatsoever in respect to any unexercised portion as of the date of
termination of any Options previously granted to the Participant.
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8. NONASSIGNABILITY
Each Option shall not be transferable, other than by will or by the
laws of descent and distribution, and shall be exercisable during the
Participant's lifetime only by him.
9. PAYMENT FOR SHARES
Full payment for Shares purchased shall be made at the time of
exercising the Option in whole or in part. No Option shall be deemed to be
exercised and no certificates for Shares so purchased shall be issued until
full payment therefore has been made, and a Participant shall have none of the
rights of a shareholder until such certificates are issued to him.
10. USE OF PROCEEDS
The proceeds received by the Company from the sale of Shares pursuant
to this Plan will be used for general corporate purposes.
11. EFFECTIVE DATE
This Plan shall become effective on June 1, 1986 and shall remain in
effect until terminated by the Board. Termination of this Plan shall not
affect any Options previously granted, which Options shall remain in effect
until exercised, surrendered, or cancelled, or until they have expired, all in
accordance with their terms.
12. SHARE CAPITAL READJUSTMENTS
The Company shall make appropriate adjustments to each Option granted
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hereunder in the event of a recapitalization, amalgamation, reorganization,
arrangement, stock dividends, issuance of rights, combinations or splits or
exchanges of Shares or similar events. Without limiting the generality of the
foregoing, the following adjustments shall be made:
a) If a dividend in Shares is paid on the Shares there shall be
added to the Shares subject to the Option the number of
Shares that would have been issuable to the Participant had
the Participant then been the holder of record of the number
of Shares then subject to the unexercised portion of the
Option. In such event, the Option price per Share shall be
reduced proportionately.
b) If the Shares shall be subdivided into a greater number of
Shares or consolidated into a lesser number of Shares or
changed into the same or a different number of Shares, the
number of Shares that my thereafter be acquired under the
Option shall be the number of Shares that would have been
received by the Participant on such subdivision,
consolidation, or change had the Participant then been the
holder of record of the number of the Shares then subject to
the unexercised portion of the Option. In such event, the
option price per Share be decreased or increased
proportionately.
c) If the Company grants to the holders of Shares rights to
subscribe for, purchase or receive any Shares or any other
shares or bonds convertible into Shares, the Company shall
extend to the Participant all such rights as if the
Participant were the holder of record of the number of Shares
represented by the unexercised portion of the Option.
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d) If there is any capital reorganization, arrangement or
reclassification of the share capital of the Company, or any
amalgamation or a sale or distribution of all or
substantially all of the Company's assets to any other
corporation, adequate provisions shall be made by the Company
so that there shall be substituted under the Option the
shares, securities, or property that would have been issuable
or payable to the Participant had the Participant then been
the holder of record of the number of Shares then subject to
the unexercised portion of the Option.
Any shares or securities added to or substituted for the Shares under
an Option shall be subject to adjustment in the same manner and to the same
extent as the Shares originally covered by the Option.
No fractional Shares shall be issued upon the exercise of an Option.
Accordingly, if, as a result of any adjustment under this Section 12, the
Participant would become entitled to a fractional Share, the Participant shall
have the right to acquire only the adjusted number of full Shares and no
payment or other adjustment will be made with respect to the fractional shares
so disregarded.
13. RESTRICTIONS
The exercise of each Option granted under this Plan shall be subject
to the condition that if at any time the Company shall determine in its
discretion that the satisfaction of withholding tax or other withholding
liabilities, or that the listing, registration or qualification of any shares
otherwise deliverable
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upon such exercise upon any securities exchange or under any law, or the consent
or approval of any regulatory body, is necessary or desirable as a condition of,
or in connection with, such exercise or the delivery or purchase of shares
thereunder, then in any such event such exercise shall not be effective unless
such withholding, listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable to
the Company.
14. AMENDMENT OR TERMINATION
The Board may, by resolution, amend or terminate this Plan at any
time; provided, however, that subject to the provisions of Section 12, the
Board may not, without approval by the holders of a majority of the outstanding
Shares, increase the maximum number of Shares that may be issued under this
Plan or reduce the option price per Share below the minimum price set forth in
Section 6. The Board may not, without the consent of the holder of the Option,
alter or impair any Options previously granted under this Plan except as
authorized herein.