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EXHIBIT 10(y)
EXHIBIT "C"
AMERICAN NATURAL ENERGY CORPORATION
1992 DIRECTORS' STOCK OPTION PLAN
ARTICLE I
PURPOSE
The purpose of the ALN Resources Corporation 1992 Directors' Stock
Option Plan (the "Plan") is to secure for ALN Resources Corporation and its
stockholders the benefits arising from stock ownership by its Directors. The
Plan will provide a means whereby such Directors may purchase shares of the
common stock, $.01 par value, of American Natural Energy Corporation pursuant
to options granted in accordance with the Plan.
ARTICLE II
DEFINITIONS
The following capitalized terms used in the Plan shall have the
respective meanings set forth in this Article:
2.1 "Board" shall mean the Board of Directors of American Natural
Energy Corporation.
2.2 "Chairman" shall mean the duly appointed Chairman of any
standing Committee of the Board.
2.3 "Committee" shall mean a duly appointed standing committee of
the Board.
2.4 "Company" shall mean American Natural Energy Corporation and
any of its subsidiaries.
2.5 "Director" shall mean any person who is a member of the Board
of Directors of the Company.
2.6 "Eligible Director" shall mean any Director who is not a
full-time employee of the Company.
2.7 "Exercise Price" shall mean the price per Share at which an
Option may be exercised.
2.8 "Fair Market Value" shall mean the closing sales price of a
Share as quoted on the National Association of Securities Dealers Automated
Quotation ("NASDAQ") System on the Grant Date or on the preceding date on which
such Shares are traded if no Shares were traded on such Grant Date. If the
Shares are not quoted on the NASDAQ System, Fair Market Value shall be deemed
to
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be the average of the closing bid and asked prices of the Shares in the
over-the-counter market on the Grant Date, or on the next preceding date on
which the last prices were recorded.
2.9 "Grant Date" shall mean the Initial Grant Date or Subsequent
Grant Date.
2.10 "Initial Grant Date" shall mean, with respect to each Eligible
Director, the date such Eligible Director is first elected as a member of the
Board subsequent to the adoption of this Plan by the Board of Directors of the
Company.
2.11 "Option" shall mean an option to purchase Shares granted
pursuant to the Plan.
2.12 "Option Agreement" shall mean the written agreement described
in Article VI herein.
2.13 "Permanent Disability" shall mean the condition of an Eligible
Director who is unable to participate as a member of the Board by reason of any
medically determined physical or mental impairment which can be expected to
result in death or which can be expected to last for a continuous period of not
less than twelve (12) months.
2.14 "Purchase Price" shall be the Exercise Price multiplied by the
number of whole Shares with respect to which an Option is being exercised.
2.15 "Shares" shall mean shares of common stock, $.01 par value, of
the Company.
2.16 "Subsequent Grant Date" shall mean each anniversary date of the
Initial Grant Date during the term of the Plan.
ARTICLE III
ADMINISTRATION
3.1 General. This Plan shall be administered by the Board in
accordance with the express provisions of this Plan.
3.2 Powers of the Board. The Board shall have full and complete
authority to adopt such rules and regulations and to make all such other
determinations not inconsistent with the Plan as may be necessary for the
administration of the Plan.
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ARTICLE IV
SHARES SUBJECT TO PLAN
Subject to adjustment in accordance with Article IX, an aggregate of
100,000 Shares is reserved for issuance under this Plan. Shares sold under this
Plan may be either authorized but unissued Shares or reacquired Shares. If an
Option, or any portion thereof, shall expire or terminate for any reason
without having been exercised in full, the unpurchased Shares covered by such
Option shall be available for future grants of Options.
ARTICLE V
GRANTS
5.1 Initial Grants. On the Initial Grant Date, each Eligible
Director shall receive the grant of an option to purchase 4,000 Shares.
5.2 Subsequent Grants. On each Subsequent Grant Date, each Eligible
Director shall receive the grant of an Option to purchase 4,000 Shares.
5.3 Compliance With Rule 16b-3. The terms for the grant of Options
to an Eligible Director may only be changed if permitted under Rule 16b-3 of
the Securities Exchange Act of 1934, as amended, and accordingly the formula
for the grant of Options may not be changed or otherwise modified more than
once in any six month period.
ARTICLE VI
TERMS OF OPTION
Each Option shall be evidenced by a written Option Agreement executed
by the Company and the Eligible Director which shall specify the Grant Date,
the number of Shares subject to the Option, the Exercise Price and shall also
include or incorporate by reference the substance of all of the following
provisions and such other provisions consistent with this Plan as the Board may
determine.
6.1 Term. The term of the Option shall be five (5) years from the
Grant Date of each Option, subject to earlier termination in accordance with
Articles VI and X.
6.2 Restriction on Exercise. Options shall be exercisable at such
time or times and subject to such terms and conditions as shall be determined
by the Committee at grant; provided, however, that except in the case of the
Eligible Director's death or Permanent Disability, upon which events the
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Option will become immediately exercisable, unless a longer vesting period is
otherwise determined by the Committee at grant, Options shall be exercisable as
follows: up to one-third of the aggregate Shares purchasable under an Option
shall be exercisable commencing one year after the Grant Date, an additional
one-third of the Shares purchasable under an Option shall be exercisable
commencing two years after the Grant Date and the balance commencing on the
third anniversary from the Grant Date. The Committee may waive such installment
exercise provision at any time in whole or in part based on performance and/or
such other factors as the Committee may determine in its sole discretion;
provided, however, that no Option shall be exercisable until more than six
months have elapsed from the Grant Date.
6.3 Exercise Price. The Exercise Price for each Share subject to an
Option shall be the Fair Market Value thereof.
6.4 Manner of Exercise. An Option shall be exercised in accordance
with its terms, by delivery of a written notice of exercise to the Company and
payment of the full Purchase Price of the Shares being purchased. An Eligible
Director may exercise an Option with respect to all or less than all of the
Shares for which the Option may then be exercised.
6.5 Payment. The Purchase Price of Shares purchased pursuant to an
Option or portion thereof, may be paid:
(a) in United States Dollars, in cash or by check, bank
draft or money order payable to the Company;
(b) by delivery of Shares already owned by an Eligible
Director with an aggregate Fair Market Value on the date of exercise equal to
the Purchase Price, subject to the provisions of Section 16(b) of the
Securities and Exchange Act of 1934;
(c) through the written election of the Eligible Director
to have Shares withheld by the Company from the Shares otherwise to be received
upon the exercise of an Option, with such withheld Shares having an aggregate
Fair Market Value on the date of exercise equal to the Purchase Price.
6.6 Transferability. No Option shall be transferable otherwise
than by will or the laws of descent and distribution or a qualified domestic
relations order, and an Option shall be exercisable during the Eligible
Director's lifetime only by the Eligible Director, his guardian or legal
representative.
6.7 Termination of Membership on the Board. If an Eligible
Director's membership on the Board terminates for any reason, an Option held on
the date of termination may be exercised in whole or in part at any time within
one (1) year after the date
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of such termination (but in no event after the term of the Option expires) and
shall thereafter terminate.
ARTICLE VII
GOVERNMENT AND OTHER REGULATIONS
7.1 Delivery of Shares. The obligation of the Company to issue or
transfer and deliver Shares for exercised Options under the Plan shall be
subject to all applicable laws, regulations, rules, orders and approvals which
shall then be in effect.
7.2 Holding of Stock After Exercise of Option. The Option
Agreement shall provide that the Eligible Director, by accepting such Option,
represents and agrees, for the Eligible Director and his permitted transferees
hereunder that none of the Shares purchased upon exercise of the Option shall
be aquired with a view to any sale, transfer or distribution of the Shares in
violation of the Securities Act of 1933, as amended (the "Act") and the person
exercising an Option shall furnish evidence satisfactory to that Company to
that effect, including an indemnification of the Company in the event of any
violation of the Act by such person. Notwithstanding the foregoing, the Company
in its sole discretion may register under the Act the Shares issuable upon
exercise of the Options under the Plan.
ARTICLE VIII
WITHHOLDING TAX
The Company may in its discretion, require an Eligible Director to pay
to the Company, at the time of exercise of an Option an amount that the Company
deems necessary to satisfy its obligations to withhold federal, state or local
income or other taxes (which for purposes of this Article includes an Eligible
Director's FICA obligation) incurred by reason of such exercise. When the
exercise of an Option does not give rise to the obligation to withhold federal
income taxes on the date of exercise, the Company may, in its discretion,
require an Eligible Director to place Shares purchased under the Option in
escrow for the benefit of the Company until such time as federal income tax
withholding is required on amounts included in the Eligible Director's
gross income as a result of the exercise of an Option. At such time, the
Company, in its discretion, may require an Eligible Director to pay to the
Company an amount that the Company deems necessary to satisfy its obligation
to withhold federal, state or local taxes incurred by reason of the exercise of
the Option, in which case the Shares will be released from escrow upon such
payment by an Eligible Director.
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ARTICLE IX
ADJUSTMENTS
9.1 Proportionate Adjustments. If the outstanding Shares are
increased, decreased, changed into or exchanged into a different number or kind
of Shares or securities of the Company through reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split (other than the reverse stock split described in the proxy statement for
the annual meeting of shareholders of the Company held on November 30, 1992) or
other similar transaction, an appropriate and proportionate adjustment shall be
made to the maximum number and kind of Shares as to which Options may be granted
under this Plan. A corresponding adjustment changing the number or kind of
Shares allocated to unexercised Options or portions thereof, which shall have
been granted prior to any such change, shall likewise be made. Any such
adjustment in the outstanding Options shall be made without change in the
Purchase Price applicable to the unexercised portion of the Option with a
corresponding adjustment in the Exercise Price of the Shares covered by the
Option. Notwithstanding the foregoing, there shall be no adjustment for the
issuance of Shares on conversion of notes, preferred stock or exercise of
warrants or Shares issued by the Board for such consideration as the Board
deems appropriate.
9.2 Dissolution or Liquidation. Upon the dissolution or
liquidation of the Company, or upon a reorganization, merger or consolidation
of the Company with one or more corporations as a result of which the Company
is not the surviving corporation, or upon a sale of substantially all of the
property or more than 80% of the then outstanding Shares of the Company to
another corporation, the Company shall give to each Eligible Director at the
time of adoption of the plan or agreement relating to such liquidation,
dissolution, merger or sale either (1) a reasonable time thereafter within
which to exercise the Option prior to the effective date of such liquidation or
dissolution, merger or sale, or (2) the right to exercise the Option as to an
equivalent number of shares of stock of the corporation succeeding the Company
or acquiring its business by reason of such liquidation, dissolution, merger,
consolidation or reorganization.
ARTICLE X
AMENDMENT OR TERMINATION OF PLAN
10.1 Amendments. The Board may at any time amend or revise the
terms of the Plan; provided, however, that no such amendment or revision shall,
unless appropriate stockholder approval of such amendment or revision is
obtained:
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(a) increase the maximum number of Shares which may be
sold pursuant to Options granted under the Plan, except as permitted under the
provisions of Article IX;
(b) change the minimum Exercise Price set forth in
Article VI;
(c) increase the maximum term of Options Provided for in
Article VI; or
(d) permit the granting of Options to any one other than
as provided in Article V.
10.2. Termination. The Board may suspend or terminate this Plan at
any time. This Plan, unless sooner terminated, shall terminate on the tenth
(10th) anniversary of its adoption by the Board. No Option may be granted under
this plan while this Plan is suspended or after it is terminated.
10.3 Holder of Consent. No amendment, suspension or termination of
the Plan shall, without the consent of the holder of Options, alter or impair
any rights or obligations under any Option theretofore granted under the Plan.
ARTICLE XI
MISCELLANEOUS PROVISIONS
11.1 Privileqe of Stock Ownership. No Eligible Director entitled to
exercise any Option granted under the Plan shall have any of the rights or
privileges of a stockholder of the Company with respect to any Shares issuable
upon exercise of an Option until certificates representing the Shares shall
have been issued and delivered.
11.2 Plan Expenses. Any expenses incurred in the administration of
the Plan shall be borne by the Company.
11.3 Use of Proceeds. Payments received from an Eligible Director
upon the exercise of Options shall be used for general corporate purposes of
the Company
11.4 Governinq Law. The Plan has been adopted under the laws of the
State of Oklahoma. The Plan and all Options which may be granted hereunder and
all matters related thereto, shall be governed by and construed and enforceable
in accordance with the laws of the State of Oklahoma as it then exists.
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ARTICLE XII
SHAREHOLDER APPROVAL
This Plan is subject to approval, at a duly held shareholders' meeting
within twelve (12) months after the date the Board approves this Plan, by the
affirmative vote of holders of a majority of the voting Shares of the Company
represented in person or by proxy and entitled to vote at the meeting. Options
may be granted, but not exercised, before such shareholder approval. If the
shareholders fail to approve the Plan within the required time period, any
Options granted under this Plan shall be void, and no additional Options may
thereafter be granted.