Exhibit 10.2
WESTERN COPPER HOLDINGS LIMITED
(the "Corporation")
2000 STOCK OPTION PLAN
1. Purpose of the Plan
The purpose of the plan is to provide certain directors, officers and key
employees of, and certain other persons who provide services to, the Corporation
or its Subsidiaries with an opportunity to purchase Common Shares and to benefit
from any appreciation in the value thereof. This will provide an increased
incentive for these individuals to contribute to the future success and
prosperity of the Corporation, thus enhancing the value of the Common Shares for
the benefit of all the shareholders and increasing the ability of the
Corporation and its Subsidiaries to attract and retain skilled and motivated
individuals in the service of the Corporation.
2. Defined Terms
Where used herein, the following terms shall have the following meanings,
respectively:
2.1 "Board" means the board of directors of the Corporation;
2.2 "Common Shares" means the common shares of the Corporation or, in the event
of an adjustment contemplated by Article 6 hereof, such other Common Shares
to which a Participant may be entitled upon the exercise of an Option as a
result of such adjustment;
2.3 "Corporation" means Western Copper Holdings Limited and includes any
successor corporation thereof;
2.4 "Consultant" means a consultant to the Corporation as defined under BOR
#96/15 issued by the British Columbia Securities Commission;
2.5 "Director" means a director of the Corporation or a Subsidiary;
2.6 "Employee" means an employee of the Corporation, a Subsidiary or Manex;
2.7 "Exchange" means The Toronto Stock Exchange or, if the Common Shares are
not then traded on The Toronto Stock Exchange, the most senior stock
exchange in Canada on which the Common Shares are traded;
2.8 "Expiry Date" means the date by which an Option must be exercised;
2.9 "Manex" means Manex Services Ltd., a B.C. company that provides
administrative and management services to the Corporation and its
Subsidiaries;
2.10 "Officer" means an officer of the Corporation or a Subsidiary;
2.11 "Option" means an option to purchase Common Shares granted by the Board to
Participants, subject to the provisions contained herein;
2.12 "Option Price" means the price per share at which Common Shares may be
purchased under the Option, as the same may be adjusted in accordance with
Articles 4 and 6 hereof;
2.13 "Participants" means certain Directors, Officers and Employees of, and
Consultants to, the Corporation or its Subsidiaries;
2.14 "Plan" means this 2000 Stock Option Plan of the Corporation, as the same
may be amended or varied from time to time; and
2.15 "Subsidiary" means any corporation which is controlled by the Corporation.
3. Administration of the Plan
3.1 The Plan shall be administered by the Board. The Corporation shall effect
the grant of Options under the Plan, in accordance with determinations made
by the Board, pursuant to the provisions of the Plan, as to those
individuals eligible to be Participants and the number of Common Shares
which shall be the subject of each Option, by the execution and delivery of
a stock option agreement in such form which is consistent with the
provisions of the Plan as may be approved by the Board.
3.2 The Board may, from time to time, adopt such rules and regulations for
administering the Plan as it may deem proper and in the best interest of
the Corporation and may, subject to the applicable law, delegate its powers
hereunder to administer the Plan to a committee of the Board.
4. Granting of Options
4.1 The Board from time to time may grant Options to certain individuals
eligible to be Participants. The grant of Options will be subject to the
conditions contained herein and may be subject to additional conditions
determined by the Board from time to time.
4.2 The aggregate number of Common Shares issuable under the Plan must not
exceed 2,000,000 Common Shares. The Common Shares in respect of which
Options are not terminated, cancelled or otherwise exercised shall be
available for subsequent options. No fractional shares may be purchased or
issued hereunder.
4.3 The Option Price shall be calculated by the Board at the closing price of
the Common Shares on the Exchange on the day preceding the date of the
grant subject, however, to the minimum exercise price per Common Share
permitted by the Exchange.
4.4 An Option must be exercised within a period of ten years from the date of
the granting of the Option. The limitation period or periods, if any,
within this ten year period during which an Option or a portion thereof may
be exercised by a Participant shall be determined by the Board.
4.5 The Option Shares shall be subject to a four-month hold period from the
date of the grant of the Option in accordance with the policies of the
Exchange.
4.6 The number of Options issued to any one individual must not exceed 5% of
the number of outstanding Common Shares of the Corporation.
5. Exercise of Option
Subject to the provisions of the Plan and the terms of the granting of the
Option, an Option or a portion thereof may be exercised from time to time by
delivery to the Corporation at its head office of a notice in writing signed by
the Participant or the Participant's legal personal representative and addressed
to the Corporation. This notice shall state the intention of the Participant or
the Participant's legal personal representative to exercise the said Option or a
portion thereof, the number of Common Shares in respect of which the Option is
then being exercised, and must be accompanied by payment in full by certified
cheque of the Option Price for the Common Shares which are the subject of the
exercise.
6. Adjustment in Shares
6.1 Appropriate adjustments in the number of Common Shares subject to the Plan
and, as regards Options granted or to be granted, in the number of Common
Shares optioned and in the Option Price, shall be made by the Board to give
effect to adjustments in the number of Common Shares resulting from
subdivisions, consolidations or reclassification of the Common Shares or
other relevant changes in the authorized or issued capital of the
Corporation.
6.2 Options granted to Participants hereunder are non-assignable and
non-transferable and, except in the case of the death of a Participant
(which is provided for in Section 8), are exercisable only by the
Participant to whom the Options have been granted; provided that subject to
the prior approval of the Board and the Exchange an Option may be assigned
to a corporation controlled by the Participant and 100% beneficially owned
by the Participant and his spouse or children, which control and ownership
shall continue for as long as any part of the Option remains unexercised.
7. Decisions of the Board
All decisions and interpretations of the Board respecting the Plan or
Options granted thereunder shall be conclusive and binding on the Corporation
and the Participants and their respective legal personal representative and on
all directors, officers, employees and other persons eligible under the
provisions of the Plan to participate therein.
8. Termination
8.1 If a Participant ceases to be any of a Director, Officer, Employee or
Contractor for any reason other than death, the Participant may within 30
days of ceasing to be any of a Director, Officer, Employee or Contractor,
exercise the Participant's Option to the extent that the Participant was
entitled to exercise it at the date of such cessation.
8.2 In the event of the death of a Participant, the Option previously granted
to the Participant will be exercisable only within 12 months following the
death of the Participant and then only:
(a) by the person or persons to whom the Participant's rights under the
Option will pass by the Participant's will or the laws of descent and
distribution; and
(b) if and to the extent that the Participant was entitled to exercise the
Option at the date of death of the Participant.
8.3 The Plan does not confer upon a Participant any right with respect to
continuation of employment by the Corporation or any Subsidiary or Manex,
nor does it interfere in any way with the right of the Participant or the
Corporation, a Subsidiary or Manex to terminate the Participant's
employment at any time.
8.4 Options shall not be affected by any change of employment of the
Participant where the Participant continues to be employed by the
Corporation or any of its Subsidiaries or Manex.
9. Effect of Takeover Bid
If a bona fide offer (the "Offer") for Common Shares is made to the
Participant or to shareholders generally or to a class of shareholders which
includes the Participant, which Offer, if accepted in whole or in part, would
result in the offeror exercising control over the Corporation within the meaning
of the Securities Act (British Columbia)(as amended from time to time), then the
Corporation shall, immediately upon receipt of notice of the Offer, notify each
Participant currently holding an Option of the Offer, with full particulars
thereof; whereupon, such Option may be exercised in whole or in part by the
Participant so as to permit the Participant to tender the Common Shares received
upon such exercise (the "Optioned Shares") pursuant to the Offer. If:
(a) the Offer is not completed within the time specified therein; or
(b) the Participant does not tender the Optioned Shares pursuant to the
Offer; or
(c) all of the Optioned Shares tendered by the Participant pursuant to the
Offer are not taken up and paid for by the offeror in respect thereof;
then the Optioned Shares or, in the case of clause (c) above, the Optioned
Shares that are not taken up and paid for shall be returned by the Participant
to the Corporation and reinstated as authorized but unissued Common Shares and
the terms of the Option as set forth in the Plan shall again apply to the
Option. If any Optioned Shares are returned to the Corporation under this
Section, the Corporation shall refund the exercise price to the Participant for
such Optioned Shares. In no event shall the Participant be entitled to sell the
Optioned Shares otherwise than pursuant to the Offer.
10. Effect of Amalgamation, Consolidation or Merger
If the Corporation amalgamates, consolidates with or merges with or into
another corporation any Common Shares receivable on the exercise of an Option
shall be converted into the securities, property or cash which the Participant
would have received upon such amalgamation, consolidation or merger if the
Participant had exercised his Option immediately prior to the record date
applicable to such amalgamation, consolidation or merger, and the Option Price
shall be adjusted appropriately by the Board and such adjustment shall be
binding for all purposes of the Plan.
11. Amendment or Discontinuance of Plan
The Board may amend or discontinue the Plan at any time without the consent
of the Participants provided that such amendment shall not alter or impair any
Option previously granted under the Plan except as permitted by the provisions
of Article 6 hereof. Any amendment of the Plan will require the prior approval
of the Exchange and may require the approval of the Corporation's shareholders.
12. Government Regulation
The Corporation's obligation to issue and deliver Common Shares under any
Option is subject to:
(a) the satisfaction of all requirements under applicable securities laws
in respect thereof and obtaining all regulatory approvals as the
Corporation shall determine to be necessary or advisable in connection
with the authorization, issuance or sale thereof;
(b) the Optionee represents that the Optionee is a bona fide Employee or
Consultant of the Corporation or an employee of Manex if the Option is
granted to an Employee or Consultant of the Corporation or an employee
of Manex;
(c) the admission of Common Shares to listing on any stock exchange on
which such Common Shares may then be listed; and
(d) the receipt from the Participant of such representations, agreements
and undertakings as to future dealings in such Common Shares as the
Corporation determines to be necessary or advisable in order to
safeguard against the violation of the securities laws of any
jurisdiction.
In this connection, the Corporation shall take all reasonable steps to obtain
such approvals and registrations as may be necessary for the issuance of such
Common Shares in compliance with applicable securities laws and for the listing
of such Common Shares on any stock exchange on which such Common Shares are then
listed.
13. Participant's Rights
A Participant shall not have any rights as a shareholder of the Corporation
until the issuance of a certificate for Common Shares upon the exercise of an
Option or a portion thereof, and then only with respect to the Common Shares
represented by such certificate or certificates.
14. Approvals
14.1 The Plan shall be subject to its acceptance for filing by the Exchange and
compliance with all conditions imposed in respect thereof by the Exchange,
and shall be subject to its approval by the disinterested shareholders of
the Corporation.
14.2 Any Options granted prior to the Corporations receipt of the approvals
referred to in Article 14.1 hereof shall be conditional upon such
acceptance and approval being given and any conditions complied with and no
such Options may be exercised unless such acceptance and approval is given
and such conditions are complied with.
14.3 In the event that any Options granted pursuant to this plan are re-priced
to a lower exercise price and the Optionee is an Insider of the Corporation
(as that term is defined in the Securities Act (British Columbia)), the
Options will be subject to the prior approval of the disinterested
shareholders of the Corporation.
15. No Representation or Warranty
The Corporation makes no representation or warranty as to the future market
value of any Common Shares issued in accordance with the provisions of the Plan.
16. Effective Date
The Plan shall become effective upon being adopted by the Board.
Plan approved by the board of directors of the Corporation effective July 17,
2000.
Plan approved by the shareholders of the Corporation effective August 31, 2000.