VOICEIQ INC.
STOCK OPTION PLAN
(AS AMENDED AS OF MARCH 27, 2001)
1. PURPOSE. This Stock Option Plan (the "Plan") has been established
by VoiceIQ Inc. to provide long term incentives to Eligible Persons, as
hereinafter defined, whose actions have a direct and identifiable impact on the
future development of the Company.
2. DEFINITIONS
2.1 In this Plan, the following terms have the following meanings:
"AFFILIATED ENTITY" has the meaning ascribed thereto in Rule
45-503.
"ASSOCIATE" has the meaning attributed thereto in the Securities
Act (Ontario).
"BUSINESS DAY" means any day, other than a Saturday or a Sunday, on
which The Toronto Stock Exchange is open for trading.
"COMPANY" means VoiceIQ Inc., its subsidiaries and their respective
successors and assigns, and any reference in the Plan to action by
the Company means action by or under the authority of the Board of
Directors of the Company or any person or committee that has been
designated for that purpose by the Board of Directors.
"CONSULTANT" means a person, other than an employee, officer or
director of the Company, providing services to the Company.
"DATE OF GRANT" of an Option means the date the Option is granted
to a Participant under the Plan.
"DESIGNATED AMOUNT" of a Participant's Option means the maximum
number of Shares which the Participant may purchase under the
Option, as designated by the Company at the time the Option is
granted.
"DESIGNATED PERCENTAGE" in respect of an Option means the
percentage of the Designated Amount representing the maximum number
of Shares which a Participant may purchase under the Option during
any Option Year less the percentage of Shares for which the Option
was previously earned.
"EARLIEST EXERCISE DATE" in respect of an Option means the earliest
date on which the Option may be exercised.
"ELIGIBLE PERSONS" means any Consultant, employee, officer or
director of the Company or an affiliated entity or a consultant's
consultant company or partnership, a RRSP or RRIF established by or
for the consultant or under which the consultant is a beneficiary,
a subsidiary entity of the employee or a RRSP or RRIF established
by or for the employee or under which the employee is the
beneficiary, or a subsidiary entity of the executive or a RRSO or
RRIF established by or for the executive or under which the
executive is the beneficiary.
"LATEST EXERCISE DATE" means the latest date on which an Option may
be exercised.
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"OPTION" means an option to purchase Shares granted under the Plan.
"OPTION PRICE" in respect of an Option means the price designated
by the Company at which the Participant may purchase Shares under
the Option.
"OPTION YEAR" in respect of an Option means the twelve months
commencing on the Date of the Grant of the Option or on any
anniversary of such date, and ending prior to or on the Latest
Exercise Date.
"PARTICIPANT" means a person to whom an Option has been granted.
"PLAN" means this Employee Stock Option Plan, as amended and
restated from time to time.
"RELATED PERSON" means (i) a director or senior officer of the
Company, or (ii) an associate of a director or officer of the
Company.
"RULE 45-503" means Rule 45-503 promulgated by the Ontario
Securities Commission.
"SHARES" means the Common Shares in the capital of the Company, and
includes any shares in the capital of the Company into which such
shares may be converted, reclassified, redesignated, subdivided,
consolidated, exchanged or otherwise changed, whether pursuant to a
capital reorganization, amalgamation, merger, arrangement or other
form of reorganization.
2.2 In this Plan, unless the context requires otherwise, words importing
gender include the masculine and feminine and words importing the singular
number include the plural and vice versa.
2.3 Unless the context otherwise requires, terms not defined herein that
are defined in Rule 45-503 shall have the meaning ascribed thereto in such rule.
3. GRANTING OF OPTIONS AND
DETERMINATION OF THE OPTION PRICE
3.1 From time to time the Company may grant an Option to a Participant to
purchase Shares in accordance with the Plan. In granting such Option, the
Company shall designate:
(a) the Designated Amount which the Participant may purchase under
the Option;
(b) the Earliest Exercise Date, which shall be the Date of Grant
unless otherwise determined by the Company;
(c) the latest date on which the Option may be exercised ("Latest
Exercise Date"), which shall be the fifth anniversary of the
Date of Grant unless determined by the Company to be earlier;
(d) the Designated Percentage, which, unless otherwise determined by
the Company, shall be 33-1/3% commencing on the Date of Grant,
66-2/3% commencing on the first anniversary of the Date of
Grant, and 100% commencing on the second anniversary of the Date
of Grant; and
(e) the Option Price at which the Participant may purchase his
Shares under the Option, which price shall be determined by the
Company in accordance with Section 3.2.
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3.2 The Option Price per Share shall be not less than the closing market
price for the Shares on the principal market or stock exchange on which the
shares then trade on the trading day immediately preceding the Date of Grant.
3.3 Subject to the terms of the Plan, the Company may determine other terms
or conditions, if any, of all Options.
3.4 Participation in the Plan shall be entirely voluntary and any decision
not to participate shall not affect any Eligible Person's employment with the
Company or any of its affiliates.
3.5 The Board of Directors of the Company has the authority to administer,
implement and interpret the Plan. The determination by the Board of Directors of
any question which may arise as to the interpretation or implementation of the
Plan or any of the Options granted hereunder shall be final and binding on all
Eligible Persons, Participants and other persons claiming or deriving rights
through any of them.
4. EXERCISE OF PARTICIPANT'S OPTIONS
4.1 Subject to the provisions of the Plan, unless the Board of Directors
otherwise determines, an Option may be exercised by the Participant on or after
the Earliest Exercise Date from time to time during each option year (the
"Current Option Year") at his discretion to purchase in the aggregate a number
of Shares equal to the aggregate of:
(a) the previously unexercised portion of the Designated Percentage
in any previous Option Year; and
(b) the Designated Percentage of the Designated Amount of the Option
during the current Option Year.
4.2 Unless the Company otherwise determines, a Participant's Option shall
terminate and may not be exercised after the earliest of:
(a) six months after the Participant's termination of employment
with the Company by reason of death or disability;
(b) 90 days after the Participant's termination of employment with
the Company by reason of retirement or early retirement in
accordance with the Company's policies;
(c) the Participant's termination of employment with the Company for
cause;
(d) 30 days after the date of the Participant's termination of
employment with the Company in any manner or for any reason, as
may be determined by the Company in its sole discretion, other
than retirement or early retirement in accordance with the
Company's policies, death, disability or termination of
employment for cause; and
(e) the Latest Exercise Date of the Participant's Option.
4.3 The exercise of an Option under the Plan shall be made by notice to the
Company in writing specifying and subscribing for the number of Shares in
respect of which the Option is being exercised at that time and, except where
payment is made by another means satisfactory to the Company, accompanied by a
certified cheque or bank draft payable to the Company in the amount of the
aggregate Option Price for such number of Shares. As of the business day the
Company receives such notice and such payment, the Participant (or the person
claiming through him, as the case may be) shall
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be entitled to be entered on the share register of the Company as the holder of
the number of Shares in respect of which the Option was exercised and as
promptly as possible thereafter shall be delivered a certificate representing
the said number of Shares.
5. MAXIMUM NUMBER OF SHARES TO
BE ISSUED UNDER THE PLAN
5.1 Options may be granted in respect of authorized and unissued Shares,
provided that the aggregate number of Shares reserved for issuance under this
Plan, subject to adjustment or increase of such number pursuant to the
provisions of Article 6 hereof, shall not exceed 3,455,000 Shares. Shares in
respect of which Options are not exercised shall be available for the issuance
of subsequent Options under the Plan. No fractional shares may be purchased or
issued under the Plan.
5.2 Notwithstanding any other provision contained in this Plan or any
agreement relating to any Options granted under the Plan, no options shall be
granted under this Plan if, together with any other incentives or incentive
plans established or maintained by the Company, such granting of options could
result, at any time, in:
(a) the issuance to related persons, within a 12 month period, of a
number of Shares exceeding 10% of the outstanding number of
issued Shares of the Company;
(b) the number of Shares reserved for issuance under stock options
granted to any one related person, and the related person's
associates, exceeding 5% of the outstanding number of issued
Shares; or
(c) the issuance to any one related person, and the related person's
associates, within a 12 month period, of a number of Shares
exceeding 5% of the outstanding number of issued Shares.
5.3 Any amendment to the Plan to increase the number of Shares which may be
issued under Options pursuant to the Plan, as provided for in Section 5.1, may
not exceed 10% of the issued and outstanding Shares at the time of such
amendment unless such amendment is approved by a resolution of the shareholders.
6. ANTI-DILUTION PROVISIONS
6.1 If the number of outstanding Shares of the Company shall be increased
or decreased as a result of a stock split, consolidation or recapitalization and
not as a result of the issuance of Shares for additional consideration or by way
of stock dividend, the Company may make appropriate adjustments to the
Designated Amount of any Option which has previously been granted under the
Plan, the maximum number of Shares which the Participant may thereafter purchase
under such Option, the Option Price in respect of such Option and the maximum
number of Shares which may be issued under the Plan in accordance with Section
5.1.
6.2 No fractional Shares shall be issued upon the exercise of an Option nor
shall any script certificates in lieu therefor be issuable at any time.
Accordingly, if as a result of any adjustment under Section 6.1 a Participant
would otherwise have become entitled to a fractional share upon the exercise of
an Option, he shall have the right to purchase only the next lower whole number
of Shares and no payment or other adjustment will be made with respect to the
fractional interests so disregarded.
7. ACCOUNTS AND STATEMENTS. The Company shall maintain records of the
details of each Option granted to each Participant under the Plan, including the
Date of Grant, Designated Amount and the Option Price of each Option, the number
of Shares in respect of which the Option has been exercised and the maximum
number of Shares which the Participant may still purchase under the Option. Upon
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request therefor from a Participant and at such other times as the Company shall
determine, the Company shall furnish the Participant with a statement setting
forth the details of his Options. Such statement shall be deemed to have been
accepted by the Participant as correct unless written notice to the contrary is
given to the Company within 30 days after such statement is given to the
Participant.
8. REORGANIZATION
8.1 In this Article 8, "reorganization" means (i) capital reorganization,
(ii) merger, (iii) amalgamation, (iv) offer for Shares which if successful would
entitle the offeror to acquire all of the Shares, or (v) arrangement or other
scheme of reorganization.
8.2 In the event of a reorganization or proposed reorganization, the
Company, at its option, may do either of the following:
(a) the Company may irrevocably commute any Option that is still
capable of being exercised, upon giving to the Participant to
whom such Option has been granted at least 30 days' written
notice of its intention to commute the Option, and during such
period of notice, the Option, to the extent that it has not been
exercised, may be exercised by the Participant up to the
Designated Amount of Shares which may be purchased under the
Option, without regard to the limitations contained in
subsection 4.1(a), and on the expiry of such period of notice,
the unexercised portion of the Option shall lapse and be
cancelled, or
(b) the Company or any corporation which is or would be the
successor to the Company or which may issue securities in
exchange for Shares upon the reorganization becoming effective
may offer any Participant the opportunity to obtain a new or
replacement option over any securities into which the shares are
changed or are convertible or exchangeable, on a basis
proportionate to the number of Shares under option; in such
event the Participant shall, if he accepts such offer, be deemed
to have released his Option over Shares and such Option shall be
deemed to have lapsed.
8.3 Subsections (a) and (b) of Section 8.2 are intended to be permissive
and may be utilized independently or successively in combination or otherwise,
and nothing therein contained shall be construed as limiting or affecting the
ability of the Company to deal with Options in any other manner.
9. NOTICES
9.1 Any payment, notice, statement, certificate or other instrument
required or permitted to be given to a Participant or any person claiming or
deriving any rights through him shall be given by:
(a) delivering it personally to the Participant or to the person
claiming or deriving rights through him, as the case may be, or
(b) mailing it postage paid or delivering it to the address which is
maintained for the Participant in the Company's personnel
records.
9.2 Any payment, notice, statement, certificate or instrument required or
permitted to be given to the Company shall be given by mailing it postage
prepaid or delivering it to the Company at its principal address to the
attention of the Company Secretary.
9.3 Any payment, notice, statement, certificate or other instrument
referred to in Section 9.1 or 9.2, if delivered, shall be deemed to have been
given or delivered on the date on which it was delivered or, if mailed, shall be
deemed to have been given or delivered on the date of receipt.
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10. GENERAL
10.1 From time to time the Company may add to or amend any of the
provisions of the Plan or an Option granted hereunder or terminate the Plan;
provided, however, that, subject to the provisions of Articles 6 and 8, (i) any
approvals required under any applicable law or under the applicable rules of any
stock exchange in Canada upon which shares of the Company are listed are
obtained, and (ii) unless a Participant otherwise agrees, any such addition,
amendment or termination shall apply only in respect of Options granted on or
after the date of such addition, amendment or termination.
10.2 The Plan shall enure to the benefit of and be binding upon the
Company, its successors and assigns. The interest of any Eligible Person or
Participant under the Plan or in any Option shall not be transferable or
alienable by him either by pledge, assignment or in any other manner whatsoever
and, during his lifetime, shall be vested only in him, but shall thereafter
enure to the benefit of and be binding upon the legal personal representatives
of the Eligible Person or the Participant, as the case may be.
10.3 The Company's obligation to issue Shares in accordance with the terms
of this Plan and any Options granted hereunder is subject to compliance with the
laws, rules and regulations of all public agencies and authorities applicable to
the issuance and distribution of such Shares and to the rules of any stock
exchange on which any of the shares of the Company may be listed. As a condition
of participating in the Plan, each Eligible Person shall agree to comply with
all such laws, rules and regulations and to furnish to the Company all
information and undertakings as may be required to permit compliance with such
laws, rules and regulations.
10.4 An Eligible Person shall not have any rights as a shareholder in
respect of Shares subject to an Option until such Shares have been paid for in
full and issued.
10.5 No Eligible Person, Participant or other person shall have any claim
or right to be granted Options under the Plan. Neither the Plan nor any action
taken thereunder shall interfere with the right of the employer of a Participant
to terminate an Eligible Person's or Participant's employment at any time.
Neither any period of notice, if any, nor any payment in lieu thereof, upon
termination of employment shall be considered as extending the period of
employment for the purposes of the Plan.
10.6 This Plan and any Options granted hereunder shall be governed by and
construed in accordance with the laws of the Province of Ontario and the laws of
Canada applicable therein.
10.7 This Plan is hereby instituted this 9th day of December, 1999.