1997 Stock Incentive Plan for Directors, Officers and Employees
1. PURPOSE The purpose of the 1997 Stock Incentive Plan (the "Plan") is
to advance the interests of Golden Panther Resources, Ltd., a Nevada
corporation ( the "Company") and its shareholders by awarding equity based,
long-term incentives which will enable the Company to attract and retain
officers, directors and key employees who are and will be largely responsible
for the future growth and continuing success of the Company and to compensate
certain independent contractors and consultants who provide personal services
of substantial benefit or value to the Company. It is intended that this
purpose will be effected through the granting of Options and Restricted Stock
(as defined herein) in accordance with the terms of the Plan.
2. DEFINITIONS In addition to other capitalized terms which are defined in
the Plan, the following terms shall have the following definitions:
2.1 "Board" - the Board of Directors of the Company.
2.2 "Change of Control"- (a) an acquisition of the Company by means of a
merger or consolidation of the Company with or into another corporation or a
purchase of substantially all of the Company's assets, following which a
majority of the Board of Directors of the successor or acquiring corporation
is not comprised of individuals who constituted a majority of the Company's
Board immediately prior to the merger, consolidation or purchase of assets, or
(b) a change in the composition of a majority of the members of the Company's
Board effected by the vote of a person who has acquired a number of Voting
securities of the Company sufficient to elect a majority of the Board. As
used in this definition, the term "person" shall include two or more persons
acting as a partnership, limited partnership, syndicate or other group for the
purpose of acquiring, holding or disposing of the voting securities of the
Company.
2.3 "Code" shall mean the Internal Revenue Code of 1986, as amended.
2.4 "Common Stock" - the Company's $0.001 par value Common Stock.
2.5 "Compensation Committee" or "Committee" shall mean the Compensation
Committee of the Board, provided that the Compensation Committee shall at all
times consist of two or more directors of the Company each of whom is not (a)
currently an officer of (or currently employed by) the Company or any parent
or Subsidiary of the Company, (b) receiving compensation, directly or
indirectly, as a consultant, advisor or independent contractor (except for an
amount which does not exceed $60,000) or have an interest in a transaction
requiring disclosure under 404(a) of Regulation S-B under the Exchange Act, or
(c) be engaged in a business relationship which would require disclosure under
Item 404(b) of Regulation S-B under the Exchange Act.
2.6 "Consultant" shall mean a consultant, independent contractor or other
person or entity who or which has been engaged to provide advisory,
professional or other personal services to the Company or a Subsidiary
pursuant to a written agreement approved by the Board or the Compensation
Committee.
2.7 "Date of Grant" shall mean the date on which the Committee grants an
Option or awards Restricted Stock under the Plan.
2.8 "Disability" shall mean the inability, as determined by the Compensation
Committee based on advice of a licensed physician, of a Participant to engage
in any substantial gainful employment by reason of any medically determinable
physical or mental impairment which can reasonably be expected to result in
death or which has lasted or can be expected to last for a continuous period
of not less than 12 months.
2.9 "Employee" shall mean an employee of the Company or any Subsidiary.
2.10 "Exchange Act" shall mean the Securities Exchange Act of 1934.
2.11 "Fair Market Value" shall mean the fair market value of a share of
Common Stock, determined as follows: (a) if the Common Stock is traded on a
stock exchange or in the NASDAQ National Market System ("NASDAQ/NMS"), the
fair market value of a share on a particular date shall be the quoted selling
price per share of Common Stock on such exchange or NASDAQ/NMS on that date;
(b) if Common Stock is otherwise traded in the over-the-counter market, the
fair market value of a share of Common Stock on a particular date shall be the
mean between the closing bid and asked quotations per share of the Common
Stock on that date; or (c) if Common Stock is not traded on a stock exchange,
NASDAQ/NMS or in the over-the-counter market or, if traded, there are no
transactions on that date, the fair market value shall be determined in good
faith by the Committee by applying the rules and principles of valuation set
forth in Section 10.20312-2 of the Treasury Regulations (relating to the
valuation of stocks and bonds for purposes of Code Section 2031).
2.12 "Grant Amount" - the number of shares of Restricted Stock granted to a
Participant under the Plan at the time such Restricted Stock is first issued
by the Company.
2.13 "Option Amount" shall mean the number of shares subject to an Option
granted to an Optionee under the Plan.
2.14 "Incentive Stock Option" shall mean an Option which is intended to
qualify as an "incentive stock options" within the meaning of Code Section
422.
2.15 "Nonqualifed Option" shall mean an option which is not intended to
qualify as an Incentive Stock Option.
2.16 "Option" shall mean an option to purchase shares of Common Stock
granted under the Plan, which may be either an Incentive Stock Option or a
Nonqualified Option.
2.17 "Option Price" shall mean the purchase price per share of Common Stock
as determined in accordance with the provisions of Section 9 hereof.
2.18 "Participant" - an officer, director, Employee or Consultant of the
Company or a Subsidiary to whom an Option or Restricted Stock is granted under
this Plan.
2.19 "Performance Objectives" - The performance objectives for each grant of
Restricted Stock under the Plan that must be achieved in order for some or all
of such Restricted Stock to become Vested, as determined by the Compensation
Committee at or before the Date of Grant. Such performance objectives may be
expressed in terms of (a) the lapse of time during which a Participant remains
employed by, or in the service of the Company, (b) any quantifiable,
financial, technical, economic or operational performance criteria for the
Company, any Subsidiary or any business unit, division or function within the
Company or any Subsidiary, cash flow, earnings per share, capital formation,
expenses, gross or net margin, increase in stock price, inventory turnover,
market share, net income (before or after taxes), net operating income,
personal management objectives, return on assets, return on equity, return on
investment, return on sales, revenue and total stockholder return, including,
but not limited to, or (c) any combination of some or all of the foregoing.
2.20 "Reorganization" - a sale or transfer of all or substantially all the
Company's assets, a merger, reorganization, or consolidation of the Company
with another corporation in which the Company is not the surviving
corporation, or liquidation or dissolution of the Company.
2.21 "Restricted Stock" - shares of Common Stock awarded under the Plan which
remain outstanding and as to which Restrictions have not expired or otherwise
been removed in accordance with the terms of this Plan.
2.22 "Restricted Stock Award" or "Award" - any grant of Restricted Stock made
to a Participant under the Plan.
2.23 "Restrictions" - the restrictions imposed on the sale, transfer,
assignment or other disposition of Common Stock as set forth in Section 7
hereof.
2.24 "Retirement" - a Participant's voluntary termination of employment by
delivery of formal written notice thereof to the Company at any time after he
or she has reached sixty (60) years of age and shall have accrued fifteen (15)
years of service as an employee of the Company (including its present or
former Subsidiaries).
2.25 "Subsidiary" - any corporation of which not less than fifty-one percent
(51%) of the shares of the voting stock (representing the right, other than as
affected by events of default, to vote for the election of directors or other
managing authority) are now, or hereafter during the term of this Plan, owned
or controlled directly or indirectly by the Company.
2.26 "Termination for Cause" shall mean any involuntary termination of a
Participant's employment by the Company or any Subsidiary if the termination
is a result of or in connection with such Participant's (a) engaging in any
business that is competitive with that of the Company while an Employee, (b)
committing any material act of dishonesty, including but not necessarily
limited to theft or embezzlement of funds or property of the Company, or
perpetrating a fraud on or affecting the Company, (c) engaging in any gross
negligence or willful misconduct with respect to his or her duties and
responsibilities as an Employee or acts in any other way that has a direct,
substantial and adverse effect on the Company's reputation, including but not
necessarily limited to willful or grossly negligent disregard for the
Company's obligation to comply with laws, regulations and the like applicable
to the Company, its properties, assets or business, or (d) conviction of a
felony.
2.27 "Vesting" or "Vested" shall mean the removal of Restrictions as to any
Restricted Stock awarded under the Plan.
2.28 "Vesting Date" - the date on which Vesting shall be determined as set by
the Compensation Committee.
3. SHARES SUBJECT TO THE PLAN.
3.1 The shares reserved for issuance as Options and as Restricted Stock
under the Plan shall not exceed 3,050,000 shares, respectively, of Common
Stock, subject to adjustment as provided in Section 3.2 hereof.
3.2 In the event of changes in the outstanding shares of Common Stock by
reason of stock dividends, recapitalization, split-ups, combination, merger
(including reincorporation effected by means of a merger), reclassification,
or exchange, of shares, and the like, appropriate adjustments shall be made by
the Board in the number and kind of Options and Restricted Stock which may be
issued, including adjustments of the limitations set forth in Section 3.1 on
the maximum number of and kind of shares which may be issued as Options or
Restricted Stock,
3.3 Any shares of Restricted Stock forfeited to the Company pursuant to the
terms of this Plan may, subsequently, be issued as Restricted Stock hereunder.
4. EFFECTIVE DATE The Plan has been adopted by the Board as of July, 1997
(the "Effective Date"), subject to approval, by the affirmative vote, of the
holders of a majority of the outstanding shares of Common Stock present in
person or by proxy at the 1997 Annual General Meeting of the Company's
shareholders to be held September 26, 1997.
5. ADMINISTRATION. Grants of Options and Restricted Stock Awards and other
determinations under the Plan shall be made by (a) the Board or (b) the
Compensation Committee. In addition, the Board has authority to perform all
functions of the Committee.
6. ISSUANCE OF RESTRICTED STOCK, DETERMINATION OF PERFORMANCE OBJECTIVES
AND ACHIEVEMENT OF PERFORMANCE OBJECTIVES
6.1 The Compensation Committee may, from time to time:
A. determine the Participants, if any, to whom Restricted Stock Awards are
to be issued,
B. establish the Grant Amount, if any, to be awarded to each, such
Participant and determine that the value to the Company of the past services
of such Participant is at least equal to the aggregate par value of the Grant
Amount;
C. establish Performance Objectives; and
D. determine whether and to what extent, if any, the Performance Objectives
for any previously awarded Restricted Stock, if any, have been achieved and,
on the basis of such determination, establish the portion, if any, of a Grant
Amount that is to be Vested,
6.2 Performance Objectives may not be changed, altered or adjusted,
provided, however, that the Board may make such changes as it deems
appropriate to reflect the effects on the performance of the Company of an
acquisition of a company or business, the divestiture of a subsidiary or
division or other transactions or events outside the ordinary course of
business which for financial reporting purposes as determined in accordance
with Generally Accepted Accounting Principles,
6.3 Upon a determination in accordance with Section 6. ID hereof, that any
Restricted Stock is to be Vested, the removal of such Restrictions shall be
effective with respect to such Grant Amount, or portion thereof, as of the
Vesting Date.
6.4 Participants to whom Restricted Stock Awards are made under the Plan
shall not be required to make any monetary payment to the Company. However,
all such Awards shall be subject to the Restrictions and all certificates
representing Restricted Stock shall be issued with a restrictive legend,
stamped, imprinted or otherwise inscribed thereon, referencing such
Restrictions. All share certificates representing such Restricted Stock shall
be registered in the name of the Participant to whom the Restricted Stock is
issued and may in accordance with instructions established by the Committee,
be delivered to the Company's Secretary or such other person as the Company
may appoint to retain physical custody until the Restrictions imposed thereon
have expired or shall have been removed.
6.5 Each Restricted Stock Award issued under the Plan shall be evidenced by
a written agreement, in form approved by the Committee, specifying the number
of shares covered by the Award and such other provisions, consistent with the
Plan, as may be deemed appropriate by the Committee, and by the issuance of
one or more stock certificates pursuant to Section 6.4.
7. RESTRICTIONS. No shares issued as Restricted Stock Awards hereunder
may be sold, assigned, transferred, pledged, hypothecated, or encumbered,
either voluntarily or involuntarily until the Vesting of the Restricted Stock
in accordance with the terms of the Plan.
8. EXPIRATION AND REMOVAL OF RESTRICTIONS
8.1 Unless sooner removed in accordance with the terms of the Plan, all
Restrictions applicable to each Award shall automatically expire and terminate
ten (10) years following the Date of Grant.
8.2 If a Participant's employment is terminated voluntarily or involuntarily
(except for death, Disability, Retirement, the events referred to in Sections
8.3 through 8.5 hereof, or in connection with a Reorganization in which the
Participant becomes employed by a successor corporation or business entity)
all Restricted Stock held by him shall immediately and automatically be
forfeited to the Company and Participant shall thereupon have no further
right, title or interest in such Restricted Stock; provided, however, that any
Restricted Stock that have Vested shall not be forfeited.
8.3 If a Participant's employment with the Company is terminated as a result
of death or Disability, all Restricted Stock shall be Vested as of the date of
death or, in the case of Disability, as of the date of the determination of
such Disability by the Board or Committee as the case may be.
8.4 In the case of termination of employment for Retirement, a pro rata
portion of the shares of Restricted Stock held by the retiring Participant,
less the number of shares which have previously Vested, will be Vested
immediately, calculated on the basis of a five year vesting schedule beginning
on the Date of Grant and ending on the effective date of such Retirement. For
example, if a Participant retires two years after the Date of Grant,
Restricted Stock would Vest as to forty percent (40%) of the Grant Amount, and
all remaining shares of Restricted Stock held by the Participant would be
forfeited.
8.5 If within twelve (12) months following a Change in Control there should
occur, without a Participant's consent, a material lessening of his duties and
responsibilities as an executive or key management employee of the Company or
a material reduction in his base salary from the rate in effect as of the Date
of Grant and, if, within ninety (90) days following such material lessening of
duties or responsibilities or a material reduction in his base salary, the
Participant shall, by providing written notice to the Company, voluntarily
terminate, his employment relationship with the Company, all Restricted Stock
held by such Participant shall become Vested.
8.6 In the event of a Reorganization, the Board, in its sole discretion may
Vest all or any part of the issued and outstanding Restricted Stock prior to
or contemporaneously with the effective date of such Reorganization. In the
event of any Reorganization in which holders of Restricted Stock receive
securities (herein 'Exchange Securities") of another corporation or business
entity in respect of Restricted Stock held by them, such Exchange Securities
shall be subject to the Restrictions and to removal or expiration thereof in
accordance with the terms of this Plan if the Board, for any reason, elects
not to accelerate the removal of Restrictions prior to or contemporaneously
with the effective date of the Reorganization.
8.7 Upon Vesting of Restricted Stock in accordance with the terms of the
Plan, all Restrictions imposed by Section 7 hereof shall be deemed removed and
terminated with respect to the applicable Restricted Stock grants and the
Company shall issue such instructions to the Transfer Agent or Registrar and
take such other actions as may be appropriate in order to cause the removal,
cancellation or rescission of all legends, stamps or other inscriptions
referencing the restrictions on share certificates representing Restricted
Stock which have Vested.
9. RIGHTS AS STOCKHOLDERS. Upon the issuance of the shares of Restricted
Stock pursuant to Section 6.5, the Participant shall, subject to the
Restrictions, have all the rights of a stockholder with respect to said
shares, including the right to vote the shares and to receive all dividends
and other distributions paid or made with respect to the shares.
10. TERMS AND CONDITIONS OF OPTIONS
10.1 ELIGIBILITY. Options may be granted to Employees, executives or
directors whose performance for or contribution to the Company is considered
by the Committee to have a significant effect on the success of the Company
and to Consultants whose retention by the Company involves the performance of
personal services that, as determined by the Committee, are of significant
value or benefit to the Company. The adoption of this Plan shall not be
deemed to give any Employee or other person any right to be awarded an Option.
No Incentive Stock Option shall be granted under the Plan to a Consultant.
10.2 OPTION GRANTS. Each Option shall be evidenced by a written agreement (a
'Stock Option Agreement') in a form approved and authorized by the Committee,
which shall be executed by the, Company and the Participant receiving the
Option. All Options shall be subject to the following terms and conditions
and such additional terms and conditions, not inconsistent with the Plan, as
the Committee shall deem necessary or appropriate.
A. The Option shall be designated as either an Incentive Stock Option or a
Nonqualified Stock Option. However, notwithstanding such designation, to the
extent that the aggregate Fair Market Value of shares subject to Options
designated as Incentive Stock Options which become exercisable for the first
time by a Grantee during any calendar year (under all plans of the Company or
any Subsidiary) exceeds $100,000, such excess Options, to the extent of the
shares covered thereby in excess of the foregoing limitation, shall be treated
as Nonqualified Stock Options. For this purpose, Incentive Stock Options
shall be taken into account in the order in which they were granted and the
Fair Market Value of the shares shall be determined as of the Date of Grant.
B. The exercise or purchase price, if any, for an Option shall be as
follows:
(i) In the case of an Incentive Stock Option:
a. granted to a Participant who, at the time of the such
Incentive Stock Option owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any
Subsidiary, the per share exercise price shall be not less than one
hundred ten percent (110 %) of the Fair Market Value per share of Common
Stock on the Date of Grant;
b. granted to a Participant other than a Participant described
in the preceding clause, the per share exercise price shall be not less
than one hundred percent (100%) of the Fair Market Value per share of
Common Stock on the Date of Grant.
(ii) In the case of a Nonqualified Stock Option, the per share exercise
price shall be not less than one hundred percent (100%) of the Fair Market
Value per share of Common Stock on the Date of Grant unless otherwise
determined by the Committee.
C. The period during which each Option may be exercised shall be fixed by
the Committee. Unless the Committee shall designate when an Option granted
pursuant to the Plan is exercisable, Options shall be exercisable as follows:
(i) at any time after the first anniversary following the Date of Grant, the
Option shall be exercisable as to 25 percent of the shares covered thereby;
(ii) at any time after the expiration of two years following the Date of
Grant, the Option shall be exercisable, cumulatively, as to an additional 25
percent of the shares covered thereby; (iii) at any time after the expiration
of three years following the Date of Grant, the Option shall be exercisable,
cumulative, as to an additional 25 percent of the shares covered thereby; and
(iv) at any time after the expiration of four years following the Date of
Grant, the Option shall be exercisable as to all the shares covered thereby
which have not theretofore been exercised pursuant to the provisions of (i)
through (iii) above. The Committee may, after an Option is granted and on
such terms and conditions as it considers appropriate, accelerate the times at
which the Option may be exercised.
D. Unless otherwise determined by the Committee, Options granted pursuant
to the Plan shall expire and cease to be exercisable upon the first to occur
of any one of the following: (i) the expiration of 10 years following the Date
of Grant; (ii) 90 days following the date when a Participant ceases to be an
Employee, except in the case of a Termination for Cause, Retirement, or a
termination by reason of the Participant's death or Disability while an
Employee; (iii) if the Participant dies while an Employee or ceases to be an
Employee by reason of the Participant's Disability while an Employee, one year
following such death or termination of employment, whichever occurs first; or
(iv) upon the Participant's Termination for cause. Notwithstanding anything
to the contrary contained herein, in no event may an Option be exercised after
the expiration of 10 Years following the Date of Grant. Further, the term of
an Incentive Stock Option shall be no more ten (10) years from the Date of
Grant thereof and, in the case of an Incentive Stock Option granted to a
Participant who, at the time the Option is granted, owns stock representing
more than ten percent (10%) of the voting power of all classes of stock of the
Company or any Subsidiary, the term of the Incentive Stock Option shall be
five (5) years from the Date of Grant thereof or such shorter term as may be
provided in the Stock Option Agreement,
E. The shares covered by an Option may be purchased and the Option may be
exercised in whole or in part at any time during the period defined in Section
10.2C above and prior to the expiration of such Option, Such exercise shall be
in the manner fixed by the Committee by giving written notice of exercise to
the Company specifying the number of shares to be purchased; provided,
however, that an Option may not be exercised with respect to less than 50
shares subject to an Option unless there are less than 50 shares remaining
subject to the Option.
F. The notice of exercise of Option, whether the exercise is to be in whole
or in part, shall be accompanied by delivery to the Company of (i) a certified
or cashier's check(s), (ii) a check issued by a broker-dealer that is a member
firm of the New York Stock Exchange, Inc. for 100 percent of the Option Price
for the shares to be purchased; (iii) at the discretion of, and upon such
terms and conditions as may be established by, the Committee, delivery of
Common Stock already owned by the Participant for at least six months; or (iv)
any combination of the foregoing. In the event that the Option Price is paid
by a check issued by a broker-dealer, an executed copy of the notice of
exercise shall be delivered to the broker-dealer, the notice of exercise shall
instruct the Company to deliver certificates for the shares to be purchased to
the broker-dealer and the Company shall confirm that it will deliver such
certificates to the broker-dealer. No shares shall be issued upon exercise of
any Option until full payment therefor has been made to and received by the
Company.
G. No Option granted under the Plan shall be transferable either
voluntarily or by operation of law except by will or by the laws of descent
and distribution and, during the lifetime of the Participant, such Option
shall be exercisable only by him or her; provided, however, that Incentive
Stock Options granted hereunder may be transferred on such terms and
conditions, if any, as the Committee may, in its discretion, deem appropriate
by amendment to this Plan. If the Participant dies while an Employee or
terminates his or her Employee status because of a Disability, without having
fully exercised his or Option, all shares covered by such Participant's Option
which were exercisable at the date of his or her death or termination of
Employee status because of a Disability and which becomes exercisable in
accordance with the terms of such Option, within 12 months thereafter shall be
exercisable within such 12 month period when and as such shares becomes
exercisable by such Participant (in the case of Disability) or, in the case of
death, by his or her estate or any other person who acquired the right to
exercise the Option by bequest of inheritance or by reason of death of the
Participant and such estate or other person shall have the right to purchase
by exercise of said Option all or any portion of such shares; provided,
however, that no Option may be exercised at any time after the expiration date
thereof. If the Option is exercised by a person other than the Participant,
the Committee may require, appropriate proof of such other person's right to
exercise said Options.
H. If a Participant ceases to be an Employee for any reason (other than
Termination for Cause, death or Disability while an Employee or Retirement)
his or her Option shall remain exercisable for a period of 90 days thereafter
to the extent, and only to the extent, such option was exercisable, by its
terms, as of the effective date of his or her cessation of Employee status.
Upon Retirement of an Participant, all shares covered by such Participant's
Option shall continue to be exercisable by such Participant in accordance with
the terms of such Option; provided, however, that if, and to the extent that,
an Incentive Stock Option is exercised more than 90 days after the Retirement
date, such Option will be treated as a Nonqualified Option. No Option may be
exercised at any time after the expiration date thereof.
I. If a Participant ceases to be an Employee and such termination was a
Termination for Cause, all Options shall immediately expire and cease to be
exercisable.
J. No fractional shares will be issued pursuant to the exercise of any
Option nor will any cash payment be made in lieu of fractional shares.
K. In the event that, within 12 months following a Change in Control there
should occur, without an Participant's consent, a material lessening of his or
her duties and responsibilities as an Employee or a material reduction in his
or her base salary from the rate in effect as of the Date of Grant and if,
within ninety (90)-days following such material lessening of duties or
responsibilities or a material reduction in his or her base salary, the
Participant shall, by providing written notice to the company, voluntarily
terminate his or her Employee status, unless the Board has, prior to such
Change in Control, in its sole discretion determined that all or a portion of
the outstanding Options held by such Participant shall become immediately and
fully exercisable upon or immediately following such Change in Control, all
shares covered by such Participant's Options shall become, immediately and
fully exercisable and such Participant shall have the right to purchase, by
exercise of such Option, all or any portion of the shares covered by such
Option; provided, however, that in no event may any Option be exercised after
the expiration date thereof.
L. If (i) within 12 months following a Change in Control, a Participant's
Employee status should be terminated Involuntary by the Company (or any
successor to the Company by reason of such Change in Control) and such
termination is not a Termination for Cause, and (ii) the Board has not prior
to such Change in Control, in its sole discretion, determined that all or a
portion of the outstanding Options held by such Participant shall become
immediately and fully exercisable upon or immediately following such Change in
Control, then all shares covered by such Participant's Options shall become
immediately and fully exercisable and such Participant shall have the right to
purchase by exercise of such Option, all or any portion of the shares covered
by such Option; provided, however, that in no event may an Option be exercised
after the expiration date thereof,
M. In the event of any Reorganization, all rights of the person or persons
entitled to exercise then outstanding Options granted under the Plan and such
Options shall wholly and completely terminate at the time of any such
Reorganization, except to the extent that any agreement or undertaking of any
party to any such Reorganization shall make specific provision with respect to
such Option and the rights of such Participants. Notwithstanding the
foregoing, the Board may determine that each Participant shall have the right
immediately prior to such Reorganization to exercise such Participant's Option
with respect to any or all of the shares remaining subject to such Option,
whether or not such shares are then otherwise purchasable by said Participant.
To the extent that any such exercise relates to shares which are not otherwise
purchasable by the Participant at such time, such exercise shall be contingent
upon the consummation of such Reorganization.
N. The Committee reserves the right and shall determine the expiration,
terms, termination, exercisability and other conditions relating to Options,
if any, granted to Consultants.
11. ADMINISTRATION AND OPERATION
11.1 GOVERNMENT REGULATIONS. The Plan and the operation thereof shall be
subject to all applicable federal and state laws, rules and regulations, and
to such approvals by any regulatory or governmental agency as may be required,
including, but not necessarily limited to, the obtaining of necessary permits
and authorizations from applicable state securities commissions and agencies,
if required, and registration of the securities subject to this Plan with the
Securities and Exchange Commissions.
In addition, the Company may cause an appropriate legend to be affixed
to any stock certificate representing Common Stock issued under the Plan in
accordance with all applicable federal
and state securities laws, rules and regulations. Moreover, the Plan is
subject to amendments by the Board in the event necessary to register the
shares to be issued hereunder with the SEC or a Form S-8 registration
statement or any other form chosen by the Company.
11.2 LIMITS. The maximum aggregate number of Shares with respect to which
Options may be granted to any Employee in any fiscal year of the Company shall
be five hundred thousand (500,000) Shares. The foregoing limitation shall be
adjusted proportionately in connection with any change in the Company's
capitalization. The maximum value of any Restricted Stock Award granted to any
Employee in any fiscal year of the Company and intended to qualify as
Performance-Based Compensation shall be two million dollars ($2,000,000),
calculated based upon the value of the Restricted Stock Award assuming the
performance goal was met on the Date of Grant of the Award. This Section is
intended to comply with the requirements for the award of Performance-Based
Compensation applicable to Awards other than stock options and stock
appreciation rights and shall be construed in accordance with the requirements
of S162(m) of the Code and the regulations thereunder.
11.3 WITHHOLDING. Whenever, under the Code and applicable regulations, the
issuance of shares of Common Stock upon the exercise of Options or the Vesting
of Restricted Stock will result in any requirement that the Participant pay or
otherwise satisfy any federal, state or local payroll withholding amounts,
including taxes, FICA and the like, it shall be a condition to the issuance
(or Vesting) of such Common Stock that the Participants shall have made
arrangements satisfactory to the Company, as determined in accordance with
rules established by the Committee, with respect to the payment or
satisfaction of such withholding amounts. In lieu of paying in cash
additional sums which may be required to satisfy such withholding amounts, if
any, the Committee may permit Participants to elect to deliver to the Company
shares of Common Stock held by such Participant or a portion of the shares of
Common Stock subject to the Option then being exercised by such Participant
(or to be Vested in the case of Restricted Stock) as payment or in partial
payment of the withholding amount requirement subject, however, to such rules
as may be adopted by the Committee.
11.4 AMENDMENTS. The Board may at any time and from time to time modify,
amend, suspend or discontinue the Plan in any respect, except that, without
stockholder approval, the Board may not increase the, number of shares
reserved under the Plan (other than increases due to changes in
capitalization), permit the issuance of Common Stock upon exercise of an
Option before payment therefor in full, make any change in the eligibility
requirements hereunder. or extend the period within which Incentive Stock
Options may be granted. Approval by the stockholders means approval by the
holders of the requisite number of shares of Common Stock either (a) at a
meeting at which shareholders are present or represented by proxy; and (b) by
written consent of shareholders, in each case, in accordance with the
applicable laws of the State of Nevada. The modification or amendment of the
Plan shall not, without the consent of a Participant, adversely affect his or
her rights under Options or Restricted Stock previously issued to him or her.
11.5 EMPLOYMENT RELATIONSHIP. Neither the Plan nor any Option or
Restricted Stock granted hereunder shall confer upon any Participant any right
to continued employment by the Company or any Subsidiary, or shall interfere
in any way with the right of the Company or any Subsidiary to terminate his or
her employment at any time with or without notice or cause.
11.6 LISTING ON EXCHANGE. The Company shall not be required to issue or
deliver any certificates for shares of Common Stock under the Plan prior to:
(a) the listing of such shares on any stock exchange on which the Common Stock
may then be listed; and (b) the completion of any registration or,
qualification of such shares under any federal or state securities laws, or
any rulings or regulation of any governmental body, which the Committee shall
in its sole discretion, determine to be necessary or advisable.
12. GENERAL PROVISIONS
12.1 No Participant and no beneficiary or other person claiming under or
through such Participant shall have any rights as a stockholder of the Company
with respect to any shares of Common Stock allocated or reserved under the
Plan and subject to any Option or Restricted Stock Award except as to such
Shares of Common Stock, if any, that have been issued or transferred to such
Participant free of any Restrictions.
12.2 The Plan and all determinations made and actions taken pursuant thereto
shall
be governed by the laws of the State of Nevada and construed in accordance
therewith.
12.3 Continuance of the Plan with respect to the grant of Incentive Stock
Options and grants to Employees shall be subject to approval by the
stockholders of the Company within twelve (12) months before or after the date
the Plan is adopted, and such stockholder approval shall be a condition to the
right of a Covered Employee to receive Performance-Based Compensation
hereunder. Such stockholder approval shall be obtained in the degree and
manner required under applicable laws.
This Golden Panther Resources, Ltd. 1997 Stock Incentive Plan for Directors,
Officers and Employees was adopted by the Board on July 28, 1997.
GOLDEN PANTHER RESOURCES, LTD.
By: /s/ Gordon Muir By: /s/ Katharine Johnston
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Gordon Muir Katharine Johnston
Chief Executive Officer Secretary