EXHIBIT 4.4
GLYKO BIOMEDICAL SHARE OPTION PLAN - 1994
EXHIBIT 4.4
GLYKO BIOMEDICAL SHARE OPTION PLAN - 1994
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SECTION 1
GENERAL PROVISIONS
1.1 Interpretation
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For the purposes of this Plan, the following terms shall have the following
meanings:
(a) "Board" means the Board of Directors of the Corporation;
(b) "Common Shares" means the Common Shares of the Corporation;
(c) "Corporation" means Glyko Biomedical Ltd.;
(d) "Consultant" means an individual (including an individual whose
services are contracted through a personal holding corporation) with
whom the Corporation or a subsidiary has a contract for substantial
services;
(e) "Eligible Person" means, subject to all applicable laws, any employee,
officer or Consultant of the Corporation or any Subsidiary of the
Corporation;
(f) "Insider" means:
(i) an insider as defined under Section 1(1) of the Securities Act
(Ontario), other than a person who falls within that definition
solely by virtue of being a director or senior officer of a
Subsidiary, and
(ii) an associate as defined under Section 1(1) of the Securities Act
(Ontario) of any person who is a insider by virtue of (i) above;
(g) "Option" means an option to purchase Common Shares granted to an
Eligible Person pursuant to the terms of the Plan;
(h) "Participant" means Eligible Persons to whom Options have been
granted;
(i) "Plan" means this Glyko Biomedical Share Option Plan - 1994;
(j) "Share Compensation Arrangement" means any stock option, stock option
plan, employee stock purchase plan or other compensation
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or incentive mechanism involving the issuance or potential issuance of
Common Shares, including a share purchase from treasury which is
financially assisted by the Corporation by way of a loan, guarantee or
otherwise;
(k) "Subsidiary" means any company that is a subsidiary of the Corporation
as defined under section 1(4) of the Securities Act (Ontario); and
(l) "Termination Date" means the date on which a Participant ceases to be
an Eligible Person.
In this Plan, words imparting the singular number only shall include the
plural and vice versa and words imparting the masculine shall include the
feminine.
This Plan and all matters to which reference is made herein shall be
governed by and interpreted in accordance with the laws of the Province of
Ontario and the laws of Canada applicable therein.
1.2 Purpose
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The purpose of the Plan is to advance the interests of the Corporation by:
(a) providing Eligible Persons with additional incentive;
(b) encouraging stock ownership by such Eligible Persons;
(c) increasing the proprietary interest of Eligible Persons in the success
of the Corporation;
(d) encouraging Eligible Persons to remain with the Corporation or its
Subsidiaries; and
(e) attracting new employees and officers.
1.3 Administration
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(a) The Plan shall be administered by the Board or a committee of the
Board duly appointed for this purpose by the Board and consisting of
not less then 3 directors. If a committee is appointed for this
purpose, all references herein to the Board will be deemed to be
references to the Committee.
(b) Subject to the limitations of the Plan, the Board shall have the
authority to:
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(i) grant options to purchase Common Shares to Eligible Persons;
(ii) determine the terms, limitations, restrictions and conditions
respecting such grants;
(iii) interpret the Plan and adopt, amend and rescind such
administrative guidelines and other rules and regulations
relating to the Plan as it shall from time to time deem
advisable; and
(iv) make all other determinations and take all other actions in
connection with the implementation and administration of the
Plan including without limitation for the purpose of ensuring
compliance with Section 1.8 hereof as it may deem necessary or
advisable.
The Board's guidelines, rules, regulations, interpretations and
determinations shall be conclusive and binding upon the Corporation and all
other persons.
1.4 Shares Reserved
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(a) The maximum number of Common Shares which may be reserved for issuance
for all purposes under the Plan shall be equal to 3,000,000. The
maximum number of Common Shares which may be reserved for issuance to
any one person under the Plan shall be 5% of the Common Shares
outstanding at the time of the grant (on a non-diluted basis) less the
aggregate number of Common Shares reserved for issuance to such person
under any other option to purchase Common Shares from treasury granted
as a compensation or incentive mechanism.
Any Common Shares subject to an Option which for any reason is
cancelled or terminated without having been exercised, shall again be
available for grants under the Plan. No fractional shares shall be
issued and the Board may determine the manner in which fractional
share values shall be treated.
(b) If there is change in the outstanding Common Shares by reason of any
stock dividend or split, recapitalization, amalgamation,
consolidation, combination or exchange of shares, or other corporate
change, the Board shall make, subject to the prior approval of the
relevant stock exchange(s), appropriate substitution or adjustment in:
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(i) the number or kind of shares or other securities reserved for
issuance pursuant to the Plan; and
(ii) the number and kind of shares subject to unexercised Options
theretofore granted and in the option price of such shares;
provided however that no substitution or adjustment shall
obligate the Corporation to issue or sell fractional shares. If
the Corporation is reorganized, amalgamated with another
corporation, or consolidated, the Board shall make such provision
for the protection of the rights of Participants as the Board in
its discretion deems appropriate.
1.5 Limits with respect to Insiders
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(a) The maximum number of Common Shares which may be reserved for issuance
to Insiders under the Plan shall be 10% of the Common Shares
outstanding at the time of the grant (on a non-diluted basis) less the
aggregate number of Common Shares reserved for issuance to Insiders
under any other Share Compensation Arrangement.
(b) The maximum number of Common Shares which may be issued to Insiders
under the Plan within a one year period shall be 10% of the Common
Shares outstanding at the time of the issuance (on a non-diluted
basis), excluding Common Shares issued under the Plan or any other
Share Compensation Arrangement over the preceding one year period.
The maximum number of Common Shares which may be issued to any one
Insider under the Plan within a one year period shall be 5% of the
Common Shares outstanding at the time of the issuance (on a non-
diluted basis), excluding Common Shares issued to such Insider under
the Plan or any other Share Compensation Arrangement over the
preceding one year period.
(c) Any entitlement to acquire Common Shares granted pursuant to the Plan
or any other Share Compensation Arrangement prior to the grantee
becoming an Insider shall be excluded for the purposes of the limits
set out in (a) and (b) above.
1.6 Non-Exclusivity
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Nothing contained herein shall prevent the Board from adopting other or
additional compensation arrangements, subject to any required approvals.
1.7 Amendment and Termination
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(a) The Board may amend, suspend or terminate the Plan or any portion
thereof at any time in accordance with applicable legislation and
subject to any required approval. No such amendment, suspension or
termination shall alter or impair any Options or any rights pursuant
thereto granted previously to any Participant without the consent of
such Participant. If the Plan is terminated, the provisions of the
Plan and any administrative guidelines and other rules and regulations
adopted by the Board and in force at the time of the Plan shall
continue in effect during such time as an Option or any rights
pursuant thereto remain outstanding.
(b) With the consent of the affected Participants, the Board may amend or
modify any outstanding Option in any manner to the extent that the
Board would have had the authority to initially grant such award as so
modified or amended, including without limitation, to change the date
or dates as of which an Option becomes exercisable, subject to any
required approvals.
1.8 Compliance with Legislation
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The Plan, the grant and exercise of Options hereunder and the Corporation's
obligation to sell and deliver Common Shares upon exercise of Options shall be
subject to all applicable federal, provincial and foreign laws, rules and
regulations, the rules and regulations of any stock exchange(s) on which the
Common Shares are listed for trading and to such approvals by any regulatory or
governmental agency as may, in the opinion of counsel to the Corporation, be
required. The Corporation shall not be obligated by any provision of the Plan
or the grant of any Option hereunder to issue or sell Common Shares in violation
of such laws, rules and regulations or any condition of such approvals. No
Option shall be granted and no Common Shares issued or sold hereunder where such
grant, issue or sale would require legislation of the Plan or of Common Shares
under the securities laws of any foreign jurisdiction and any purported grant of
any Option or issue or sale of Common Shares hereunder in violation of this
provision shall be void. In addition, the Corporation shall have no obligation
to issue any Common Shares pursuant to the Plan unless such Common Shares shall
have been duly listed, upon official notice of issuance, with all stock
exchanges on which the Common Shares are listed for trading. Common Shares
issued and sold to Participants pursuant to the exercise of Options may be
subject to limitations on sale or resale under applicable securities laws.
1.9 Effective Date
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The Plan shall be subject to the approval of any relevant regulatory
authority whose approval is required and shall be subject to the approval of
shareholders of the Corporation. Any Options granted prior to such approvals
and acceptances
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shall be conditional upon such approvals and acceptances being given and no such
Options may be exercised unless such approval and acceptance is given.
SECTION 2
OPTIONS
2.1 Grants
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Subject to the provisions of the Plan, the Board shall have the authority
to determine the limitations, restrictions and conditions, if any, in addition
to those set forth in Section 2.3 hereof, applicable to the exercise of an
Option, including without limitation, the nature and duration of the
restrictions, if any, to be imposed upon the sale or other disposition of Common
Shares acquired upon exercise of the Option, and the nature of the events, if
any, and the duration of the period in which any Participant's rights in respect
of Common Shares acquired upon exercise of an Option may be forfeited. An
Eligible Person may receive Options on more than one occasion under the Plan and
may receive separate Options on any one occasion. In the event that no contrary
specific determination is made by the Board with respect to each Option, a
Participant may take up not more than 20% of the Shares covered by the Option
during each 12 month period from the date of the grant of the Option; provided,
however, that if the number of Common Shares taken up under the Option during
any such 12 month period is less than 20% of the Common Shares covered by the
Option, the Participant shall have the right, at any time or from time to time
during the remainder of the term of the Option, to purchase such number of
Common Shares subject to the Option which were purchasable, but not purchased by
him, during such 12 month period.
2.2 Option Price
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The Board shall establish the option price at the time each Option is
granted, which shall in all cases be not less than the closing price of the
Common Shares on The Toronto Stock Exchange on the trading day immediately
preceding the date of the grant or the average of the bid and ask prices if no
sales of Common Sales on The Toronto Stock Exchange were reported on the trading
day immediately preceding the date of the grant.
The option price shall be subject to adjustment in accordance with the
provisions of Section 1.4(b) hereof.
2.3 Exercise of Options
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(a) Options granted must be exercised no later than 10 years after the
date of grant or such lesser period as the regulations made pursuant
to the Plan may require.
(b) Options shall not be transferable by the Participants otherwise than
by will or the laws of descent and distribution, and shall be
exercisable during the lifetime of a Participant only by the
Participant and after death only by the Participant's legal
representative.
(c) Except as otherwise determined by the Board:
(i) if a Participant ceases to be an Eligible Person for any reason
whatsoever other than death, each Option held by the Participant
will, subject to the provisions of Section 2.3(a) hereof, cease
to be exercisable 90 days after the Termination Date. If any
portion of an Option is not vested by the Termination Date, that
portion of the Option may not under any circumstances be
exercised by the Participant. Without limitation, and for
greater certainty only, this provision will apply regardless of
whether the Participant was dismissed with or without cause and
regardless of whether the Participant received compensation in
respect of dismissal or was entitled to a period of notice of
termination which would otherwise have permitted a greater
portion of the Option to vest with the Participant;
(ii) if a Participant dies the legal representative of the Participant
may, subject to the provisions of Section 2.3(a) hereof, exercise
the Participant's Options within six months after the date of the
Participant's death, but only to the extent the Options were by
their terms exercisable on the date of death.
(d) Each Option shall be confirmed by an option agreement executed by the
Corporation and by the Participant.
(e) The exercise price of each Common Share purchased under an Option
shall be paid in full in cash or by bank draft or certified cheque at
the time of such exercise, and upon receipt of payment in full, but
subject to the terms of the Plan, the number of Common Shares in
respect of which the Option is exercised shall be duly issued as fully
paid and non-assessable.
(f) Subject to the provisions of the Plan, an Option may be exercised from
time to time by delivery to the Corporation at its registered
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office of a written notice of exercise addressed to the Secretary-
Treasurer of the Corporation specifying the number of Common Shares
with respect to which the Option is being exercised and accompanied by
payment in full of the Option Price of the Common Shares to be
purchased. Certificates for such Common Shares shall be issued and
delivered to the Optionee within a reasonable period of time following
the receipt of such notice and payment.
(g) Notwithstanding any of the provisions contained in the Plan or in any
Option, the Corporation's obligation to issue Common Shares to a
Participant pursuant to the exercise of an Option shall be subject to:
(i) completion of such registration or other qualification of such
Common Shares or obtaining approval of such governmental or
regulatory authority as counsel to the Corporation shall
reasonably determine to be necessary or advisable in connection
with the authorization, issuance or sale thereof;
(ii) the admission of such Common Shares to listing on any stock
exchange on which the Common Shares may then be listed; and
(iii) the receipt from the Participant of such representations,
agreements and undertakings, including as to future dealings in
such Common Shares, as counsel to the Corporation reasonably
determines to be necessary or advisable in order to safeguard
against the violation of the laws of any jurisdiction.
In this connection the Corporation shall, to the extent necessary,
take all reasonable steps to obtain such approvals, registrations and
qualifications as may be necessary for issuance of such Common Shares
in compliance with applicable laws and for the admission to listing of
such Shares on any stock exchange on which the Common Shares are then
listed.
SECTION 3
MISCELLANEOUS PROVISIONS
3.1 The holder of an Option shall not have any rights as a shareholder of the
Corporation with respect to any of the Common Shares covered by such Option
until such holder shall have exercised such Option in accordance with the terms
of the Plan (including tendering payment in full of the Option Price of the
Common Shares in respect of which the Option is being exercised).
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3.2 Nothing in the Plan or any Option shall confer upon a Participant any right
to continue in the employ of the Corporation or any Subsidiary or affect in any
way the right of the Corporation or any Subsidiary to terminate his employment
at any time; nor shall anything in the Plan or any Option be deemed or construed
to constitute an agreement, or an expression of intent, on the part of the
Corporation or any Subsidiary to extend the employment of any Participant beyond
the time which he would normally be retired pursuant to the provisions of any
present or future retirement plan of the Corporation or any Subsidiary, or
beyond the time at which he would otherwise be retired pursuant to the
provisions of any contract of employment with the Corporation or any Subsidiary.