SUMMO MINERALS CORPORATION
AMENDED EMPLOYEE INCENTIVE STOCK OPTION PLAN
1. Purpose
The purpose of the Amended Employee Incentive Stock Option
Plan (the "Plan") is to promote the profitability and growth of
SUMMO MINERALS CORPORATION ("Summo") by facilitating the efforts
of Summo and its subsidiaries to obtain and retain key
individuals. The Plan provides an incentive for and encourages
ownership of Summo's shares by its key individuals so that they
may increase their stake in Summo and benefit from increases in
the value of Summo's shares.
2. Administration
The Plan will be administered by a committee (the
"Committee") of Summo's Board of Directors (the "Board"), which
shall consist of two or more members. All members of the
Committee shall be "Non- Employee Directors," within the meaning
of Rule 16b-3 as promulgated and amended from time to time by the
United States Securities and Exchange Commission.
The Committee will be authorized, subject to the provisions
of the Plan, to adopt such rules and regulations which it deems
consistent with the Plan's provisions and, in its sole
discretion, to designate options ("Options") to purchase shares
of Summo pursuant to the Plan. The Committee may authorize one
or more individuals of Summo to execute, deliver and receive
documents on behalf of the Committee.
3. Eligibility
All directors and officers and employees of Summo and its
subsidiaries will be eligible to receive Options. The term
"subsidiaries" for the purpose of the Plan will include Summo
U.S.A. Corporation, which definition may be varied by the
Committee to conform with the changing interests of Summo.
Nothing in the Plan or in any Option shall confer any right
on any individual to continue in the employ of or association
with Summo or its subsidiaries or will interfere in any way with
the right of Summo or subsidiaries to terminate at any time the
employment of a person who is an optionee ("Optionee") under an
Option.
4. Shares Subject to Option
The shares to be optioned under the Plan will be authorized
but unissued Common Shares without par value ("Shares") of Summo.
At no time will more than 3,000,000 Shares be under option
either pursuant to the Plan or pursuant to other incentive stock
options issued by Summo. The number of Shares under option at
any specific time to any one Optionee shall not exceed 5% of the
issued and outstanding common share capital of Summo, subject to
adjustment under Section 12 below.
Shares subject to and not delivered under an Option which
expires or terminates shall again be available for option under
the Plan. The maximum number of Shares which may be issued upon
exercise of options granted pursuant to the Plan on or after May
16, 1997 shall not exceed 3,000,000 Shares, subject to adjustment
under Section 12 below.
5. Granting of Options
The Committee may from time to time at its discretion,
subject to the provisions of the Plan, determine those eligible
individuals to whom Options will be granted, the number of Shares
subject to such Options, the dates on which such Options are to
be granted and the expiration of such Options.
The Committee may, at its discretion, with respect to any
Option, impose additional terms and conditions which are more
restrictive on the optionee than those provided for in the Plan.
Each Option will be evidenced by a written agreement
between, and executed by, Summo and the individual containing
terms and conditions established by the Committee with respect to
such Option and will be consistent with the provisions of the
Plan.
6. Option Price
The price per Share at which Shares may be purchased upon
the exercise of an Option (the "Option Price") will not be lower
than the "market price" of the Shares on The Toronto Stock
Exchange (the "TSE") at the time of grant. In the context of the
Plan, "market price" means the closing price of Summo's shares on
the TSE at the close of trading which immediately preceded the
time that the option was granted. If the shares of Summo do not
trade on such day, the "market price" shall be the average of the
bid and ask prices on the previous trading day.
7. Term of Option
The maximum term of any Option will be 10 years.
The Option Price will be paid in full at the time of
exercise of the Option and no Shares will be delivered until full
payment is made.
An Optionee will not be deemed the holder of any Shares
subject to his Option until the Shares are delivered to him.
8. Transferability of Options
An Option may not be assigned. During the lifetime of an
Optionee, the Option may be exercised only by the Optionee.
9. Termination of Employment
Upon termination of employment for any reason except death
or retirement or failure of re-election as a director or failure
to be re-appointed an officer of Summo, an Optionee may, at any
time within 30 days after the date of termination but not later
than the date of expiration of the Option, exercise the Option to
the extent the Optionee was entitled to do so on the date of
termination. Any option or portions of Options of terminated
individuals not so exercised will terminate and will again be
available for future Options under the Plan. A change of
employment will not be considered a termination so long as the
Optionee continues to be employed by Summo or its subsidiaries.
10. Death
Notwithstanding any other provision of this Plan other than
the maximum of 10 years provided for in Section 7, if any
Optionee shall die holding an Option which has not been fully
exercised, his personal representative, heirs or legatees may, at
any time within 60 days of grant of probate of the will or
letters of administration of the estate of the decedent or within
one year after the date of such death, whichever is the lesser
time, exercise the Option with respect to the unexercised balance
of the Shares subject to the Option.
11. Retirement
Notwithstanding any other provision of this Plan, if any
Optionee shall retire or terminate his employment with the
consent of the Board under circumstances equating retirement,
while holding an Option which has not been fully exercised, such
Optionee may exercise the Option at any time during the unexpired
term of the Option.
12. Changes in Shares
In the event the authorized common share capital of Summo as
presently constituted is consolidated into a lesser number of
Shares or subdivided into a greater number of Shares, the number
of Shares for which Options are outstanding will be decreased or
increased proportionately as the case may be and the Option Price
will be adjusted accordingly and the Optionee will have the
benefit of any stock dividend declared during the period within
which the said Optionee held his Option. Should Summo amalgamate
or merge with any other company or companies (the right to do so
being expressly reserved) whether by way of arrangement, sale of
assets and undertakings or otherwise, then and in each such case
the number of shares of the resulting corporation to which an
Option relates will be determined as if the Option had been fully
exercised prior to the effective date of the amalgamation or
merger and the Option Price will be correspondingly increased or
decreased, as applicable.
13. Cancellation and Re-granting of Options
The Committee may, with the consent of the Optionee, cancel
any existing Option, and re-grant the Option at an Option Price
determined in the same manner as provided in Section 6 hereof,
subject to the prior approval of the TSE.
14. Amendment or Discontinuance
The Board may alter, suspend or discontinue the Plan, but
may not, without the approval of the shareholders of Summo and
the TSE, make any alteration which would (a) increase the
aggregate number of Shares subject to Option under the Plan
except as provided in Section 12 or (b) decrease the Option Price
except as provided in Section 12. Notwithstanding the foregoing,
the terms of an existing Option may not be altered, suspended or
discontinued without the consent in writing of the Optionee.
15. Interpretation
The Plan will be construed according to the laws of the
Province of British Columbia.
16. Liability
No member of the Committee or any director, officer or
employee of Summo will be personally liable for any act taken or
omitted in good faith in connection with the Plan.
Dated: May 16, 1997