EXHIBIT 4.3
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METHANEX CORPORATION
STOCK OPTION PLAN 2006
A. THE PLAN
The Stock Option Plan 2006 (the "Plan") is the amended and restated
stock option plan of Methanex Corporation ("Corporation"), reflecting
amendments to and including March 3, 2006, of the prior Incentive Stock Option
Plan. The Plan for key employees and directors of the Corporation and its
majority-owned subsidiaries ("subsidiaries") to purchase unissued common shares
("Shares") of the Corporation is hereby established on the terms and conditions
hereinafter set out.
B. PURPOSE
The purpose of the Plan is to develop the interest of key employees and
directors of the Corporation and its subsidiaries in growth and development by
providing them with the opportunity through options on Shares to acquire an
increased financial interest in the Corporation.
C. GRANT OF OPTIONS
The Board of Directors of the Corporation may from time to time in its
discretion grant to officers, directors and other employees of the Corporation
and its subsidiaries (who in each case must be full-time employees or directors
of the Corporation or a subsidiary and who, in the opinion of the Board of
Directors, are key employees or directors), an option to acquire all or any
part of an allotment of Shares of the Corporation upon and subject to such
terms, conditions and limitations as are herein contained and otherwise as the
Board of Directors may from time to time determine with respect to each option.
The maximum number of Shares that may be issued from and after May 2,
2006 pursuant to options granted pursuant to this Plan is 5,250,000. The
maximum number of Shares which may be reserved for issuance to, or covered by
any option granted to, any person shall not exceed the lower of 5% of the
outstanding issue or the maximum number permitted by the applicable securities
laws and regulations of Canada or of the United States or any political
subdivision of either, and the by-laws, rules and regulations of any stock
exchange or other trading facility upon which the Shares are listed or traded,
as the case may be.
D. EXERCISE PRICE
The price of the Shares, upon exercise of each option granted under the
Plan, shall be a price fixed for such option by the Board of Directors, but
such price shall be not less than the fair market value of the Shares on the
date the option is granted. The fair market value for this purpose shall be
deemed to be the US Dollar equivalent of the closing price at which board lots
of the Corporation's Shares were traded on the Toronto Stock Exchange on the
day preceding the date on which the option is granted or if no board lots are
traded on such day then the US Dollar equivalent of the closing price at which
board lots were traded on the most recent day upon which at least one board lot
was traded on such Exchange. The "US Dollar equivalent of the closing price"
shall be determined using the US Dollar/Canadian Dollar Daily Noon Rate as
published by the Bank of Canada on the same day that the closing price is
established.
E. TERM
The Shares identified in the option may be purchased at such time or
times after the option is granted as may be determined by the Board of
Directors.
Each option, unless sooner terminated in accordance with the terms,
conditions and limitations of the option, shall expire on a date ("Expiry
Date") not later than ten years from the day the option was granted, which date
shall be fixed by the Board of Directors, except that, subject to the right of
the Board of Directors, in its discretion, to determine that a particular
option may be exercisable during different periods, in respect of a different
amount or portion of shares or in a different manner:
(a) in the case of the death of an optionee prior to the Expiry
Date, the option will be exercisable by the legal
representative of such optionee, or by the person or persons to
whom the optionee's rights under the option pass by will or the
laws of devolution or distribution and descent, prior to the
earlier of (i) the date which is one year from the date of
death of such optionee (or such shorter or longer period as may
be determined by the Board of Directors at the time of grant of
the option), and (ii) the Expiry Date;
(b) if the optionee ceases, for any reason other than death, to be
a director, officer or employee of the Corporation or a
director, officer or employee of a subsidiary of the
Corporation prior to the Expiry Date, the option will be
exercisable by the optionee prior to the earlier of (i) the
date which is one year from the date such optionee so ceases to
be a director, officer or employee of the Corporation or a
director, officer or employee of any subsidiary of the
Corporation, or such shorter or longer period as the Board of
Directors may, in its discretion, determine and (ii) the Expiry
Date.
The retirement of any optionee who is a director of the Corporation or
any subsidiary at any general meeting of the Corporation or such subsidiary as
required by the constating documents of the Corporation or the subsidiary, as
the case may be, will not result in the termination of the option granted to
such optionee provided that such optionee is re-elected at such meeting as a
director of the Corporation or of such subsidiary, as the case may be.
A change in the duties or position of an optionee or the transfer of
such optionee from a position with the Corporation to a position with a
subsidiary of the Corporation, or VICE VERSA, will not trigger the termination
of such optionee's option, provided such optionee remains a director, officer
or employee of the Corporation or a director, officer or employee of any
subsidiary of the Corporation.
Shares subject to an option which is not exercised or which is
cancelled shall become available for subsequent options under the Plan.
F. ISSUE OF SHARES
No person shall have any of the rights of a shareholder in respect of
any Shares under an option until such shares have been paid for in full and
issued to such person.
G. TRANSFERABILITY
No option shall be transferable or assignable otherwise than by will or
the laws of succession and distribution.
H. ALTERATION OF NUMBER OF SHARES SUBJECT TO THE PLAN
The number of Shares subject to the Plan shall be increased or
decreased proportionately in the event of the subdivision or consolidation of
such Shares of the Corporation, and in any such event a corresponding
adjustment shall be made changing the number of shares deliverable upon the
exercise of any option theretofore granted without change in the total price
applicable to the unexercised portion of the option, but with a corresponding
adjustment in the price for each share covered by the option. In the event that
the Corporation is reorganized or merged or consolidated or amalgamated with
another corporation, appropriate provisions shall be made for the continuance
of the options outstanding under the Plan and to prevent their dilution or
enlargement.
I. ADMINISTRATION
Within the limitations set forth in the Plan, the Board of Directors,
or any Committee of the Board to which such authority shall be delegated by the
Board, is authorized to provide for the grant and exercise of options on such
terms (which may vary as between options) as it shall determine. All decisions
and interpretations made by the Board of Directors, or any such committee,
shall be binding and conclusive on the Corporation and all employees eligible
to participate in the Plan.
J. AMENDMENT AND TERMINATION
The Board of Directors may at any time terminate the Plan with respect
to any Shares not at the time subject to option, and the Board of Directors may
at any time amend any of the provisions of the Plan subject to obtaining any
required approval of the appropriate stock exchange or other regulatory
authority but any such amendment may not, without the consent of the optionee,
adversely affect or impair any option previously granted to an optionee under
the Plan.