Exhibit 10.17
COGNOS INCORPORATED
2002-2003 STOCK OPTION PLAN
(Adopted by the Cognos Board of Directors on April 10, 2002, by its
Shareholders on XXXX XX, 2002,
and approved by the TSE on XXXXX, 2002)
1.PURPOSE
This 2002-2003 Stock Option Plan (the "Plan") is intended to provide
incentives to officers directors, employees and consultants of Cognos
Incorporated and any present or future subsidiary of the Corporation wherever
located (the "Corporation"), by providing them with opportunities to purchase
stock in the Corporation pursuant to options, with or without stock
appreciation rights ("Options"). Options may qualify as "incentive stock
options", or ISO's, under Section 422(b) of the United States Internal Revenue
Code of 1986, as amended (the "Code"). Options that are not ISO's are "non-
qualified stock options" or NQO's.
2.ADMINISTRATION OF THE PLAN
A. The Plan shall be administered by the Human Resources & Compensation
Committee (the "Committee") of the Board of Directors of the Corporation (the
"Board").
B. Subject to the terms of the Plan, the Committee shall have the authority to
(a) determine the employees of the Corporation and any Subsidiary (from among
the class of employees eligible under paragraph 3) to whom Options may be
granted; (b) determine the time or times at which Options may be granted; (c)
determine (subject to paragraph 6) the option price of shares subject to each
Option; (d) determine the limitations, restrictions, and conditions of any
grant of Options, including whether any Option granted is an ISO or a NQO or
whether it will have stock appreciation rights attached to it (subject to
paragraph 19); (e) determine (subject to paragraph 8) the time or times when
each Option shall become exercisable and the duration of the exercise period;
and (f) interpret the Plan and prescribe and rescind rules and regulations
relating to it. The interpretation and construction by the Committee of any
provisions of the Plan or of any Option granted under it is final unless
otherwise determined by the Board. The Committee may from time to time adopt
such rules and regulations for carrying out the Plan as it may consider
appropriate. No member of the Board or the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any
Option granted under it.
C. The date of grant of an Option under the Plan will be the date specified by
the Committee at the time it awards the Option.
D. Options may be granted to members of the Board, including members of the
Committee. All grants of Options to members of the Board shall be made in
accordance with the provisions of this Plan applicable to other eligible
persons. Members of the Board who either (a) are eligible to receive grants of
Options pursuant to the Plan or (b) have been granted Options may vote on any
matters affecting the administration of the Plan or the grant of any Options
pursuant to the Plan, except that no such member shall act upon the granting
to himself of Options, but any such member may be counted in determining the
existence of a quorum at any meeting of the Board during which such action is
taken with respect to the granting of Options to such member.
E. The Board in its discretion may take such action as may be necessary to
ensure that Options granted under the Plan qualify as "qualified performance-
based compensation" within the meaning of Section 162(m) of the Code and
applicable regulations promulgated thereunder ("Performance-Based
Compensation"). Options may be subject to such other terms and conditions as
are necessary to constitute compensation arising from their exercise or
disposition (or the disposition of any shares acquired thereunder) as
Performance-Based Compensation.
94
3.PARTICIPATION
A. Options may be granted to any officer, director (whether or not an
employee), employee or consultant of the Corporation or any Subsidiary (each
recipient of an award a "Participant"). ISO's may only be awarded to Employees
of the Corporation. All other Participants will be awarded NQO's.
B. Participation in the Plan is voluntary and is not a condition of
employment. No employee of the Corporation shall have any claim or right to be
granted Options or SARs pursuant to the Plan.
C. Neither the Corporation nor any Subsidiary assumes any liability for the
income or other tax consequences arising from participation in the Plan.
Participants should consult their own tax advisors in that respect.
4.STOCK
A. All stock issued under the Plan shall be authorized but unissued common
shares of capital stock of the Corporation without par value (the "Common
Shares").
B. The aggregate number of Common Shares which may be issued under the Plan is
3,800,000 subject to adjustment as provided in paragraph 16.
C. If any Option expires or terminates for any reason without having been
exercised in full or ceases for any reason to be exercisable in whole or in
part, the unpurchased Common Shares subject to that Option shall again be
available for grants of Options.
D. No officer, director (whether or not an employee), employee or consultant
of the Corporation or any Subsidiary may be granted Options that, together
with all of the Corporation's previously established or proposed share
compensation arrangements, could result, at any time, in:
(a) the number of Common Shares reserved for issuance to such persons
exceeding ten per cent (10%) of the number of Common Shares outstanding on a
non-diluted basis at such time ("outstanding issue");
(b) the issue to such persons, within a one-year period, of more than ten per
cent (10%) of the outstanding issue of Common Shares; or
(c) the issue to any one of such persons, within a one-year period, of more
than five per cent of the outstanding issue of Common Shares or, if less,
450,000 shares.
The foregoing limits will be adjusted to reflect any adjustments in the
capital of the Corporation as contemplated in paragraph 16.
5.TERM & EFFECTIVE DATE
A. This Plan was adopted by the Board on April 10, 2002. Options may be
granted under the Plan prior to the date of shareholder approval of the Plan.
No option may be exercised prior to shareholder approval of the Plan.
B. If the approval of shareholders is not obtained prior to July 1, 2002, any
Options granted under the Plan made prior to that date will be rescinded.
C. The Plan shall expire on May 1, 2003 (except as to Options outstanding on
that date).
6.MINIMUM OPTION PRICE
95
A. The price per Common Share specified in the agreement relating to each
Option granted under the Plan shall not be lower than 100% of the fair market
value of Common Shares on the date of grant, subject to adjustment in
accordance with the provisions of paragraph 16 and paragraph 21.
B. In the case of an ISO to be granted to an employee owning stock possessing
more than ten percent (10%) of the total combined voting power of all classes
of stock of the Corporation or any Subsidiary, the price per Common Share
specified in the agreement relating to each ISO shall not be less than one
hundred and ten percent (110%) of the fair market value of Common Shares on
the date of grant. For purposes of determining stock ownership under this
paragraph, the rules of Section 424(d) of the Code shall apply.
C. Each eligible employee may be granted Options treated as ISOs only to the
extent that, in the aggregate under this Plan and all incentive stock option
plans of the Corporation and any Subsidiary, ISOs do not become exercisable
for the first time by such employee during any calendar year with respect to
stock having a fair market value (determined at the time the ISOs were
granted) in excess of US$100,000. The Corporation intends to designate any
Options granted in excess of such limitation as NQOs. (To make this
calculation the conversion rate used shall be the purchase rate for U.S.
dollars on the date of grant as published by the Bank of Canada). The
foregoing shall be applied by taking Options into account in the order in
which they were granted. If the Committee determines to issue an NQO, it shall
take whatever actions it deems necessary, under Section 422 of the Code and
the regulations promulgated thereunder, to ensure that such Option is not
treated as an ISO.
D. For the purposes of the Plan, except for SAR's awarded pursuant to
paragraph 19, "fair market value" on any particular day shall be determined at
the close of business on the last trading day preceding the date an Option is
granted and shall mean, (a) the closing price of the Common Shares on The
Toronto Stock Exchange, or if none is available then (b) the average of the
closing bid and asked prices on the NASDAQ Stock Market. If the Common Shares
are not publicly traded at the time an Option is granted, "fair market value"
shall be deemed to be the fair value of the Common Shares as determined by the
Board after taking into consideration all factors which it deems appropriate,
including, without limitation, recent sale and offer prices of the Common
Shares in private transactions negotiated at arm's length.
7.OPTION DURATION
Each Option shall expire on the date specified by the Committee, but not more
than (a) ten (10) years from the date of grant in the case of Options
generally and (b) five (5) years from the date of grant in the case of ISOs
contemplated in paragraph 6(B), except as provided in paragraph 21. The term
of each Option shall be set out in the instrument granting the Option ("Option
Agreement"), except with respect to any part of such ISO that is converted
into a NQO pursuant to paragraph 21.
8.WHEN OPTION BECOMES EXERCISABLE
Each Option shall be exercisable as follows:
A. The Option shall either be fully exercisable on the date of grant or shall
become exercisable thereafter in such installments as the Committee may
specify. Any reference to an Option in this Plan includes any installment of
that Option.
B. Once an installment becomes exercisable it shall remain exercisable until
expiration or termination of the Option.
C. Subject to such trading restrictions as may be imposed by the Corporation
from time to time, each Option may be exercised at any time or from time to
time for up to the total number of Common Shares with respect to which it is
then exercisable.
96
D. The Committee shall have the right to accelerate the date of exercise of
any Option or installment thereof. The date of exercise of any ISO (which has
not previously been converted to an NQO pursuant to paragraph 21) may be
accelerated only if that acceleration does not violate the annual vesting
limitation set out in paragraph 6(C).
9.TERMINATION OF EMPLOYMENT
A. If a Participant ceases to be employed by the Corporation or any
Subsidiary, other than by reason of "retirement" as defined in paragraph 10,
death or disability or for "cause" as defined in this paragraph 9, then,
effective on the date that termination becomes effective ("Without Cause
Termination Date"), no further installments of an Option will become
exercisable, and the Participant may exercise the Option to the extent the
Participant could have exercised, except to the extent the Committee
accelerates the right of the Participant to exercise an Option (in its sole
and absolute discretion) on the Without Cause Termination Date, at any time on
or before the earlier of: thirty (30) days from the Without Cause Termination
Date or on the specified expiration date of the Option.
B. Employment shall be considered as continuing uninterrupted during any bona
fide leave of absence (such as governmental service) on the condition that the
period of such leave does not exceed ninety (90) days or, if longer, any
period during which such Participant's right to re-employment is guaranteed by
statute or contract. A bona fide leave of absence with the written approval of
the Committee shall not be considered an interruption of employment under the
Plan, provided that such written approval contractually obligates the
Corporation or any Subsidiary to continue the employment of the Participant
after the approved period of absence.
C. Nothing in the Plan shall give any Participant the right to be retained in
employment by the Corporation for any period of time, nor shall it interfere
with the right of the Corporation to terminate the employment of any
Participant, with or without cause. Options granted under the Plan shall not
be affected by any change of employment within or among the Corporation, so
long as the Participant continues to be an employee of the Corporation.
D. If the employment of a Participant is terminated for "cause", any Option or
installment thereof shall terminate the last day of employment with the
Corporation and shall thereafter not be exercisable, except to the extent the
Committee accelerates the right of the Participant to exercise an Option (in
its sole and absolute discretion). "Cause" shall mean conduct recognized by
the laws applicable to the Participant as constituting just or proper cause
for dismissal without compensation. In granting any Option (including any
NQO), the Committee may specify that the Option shall be subject to the
restrictions set forth herein, or to such other termination or cancellation
provisions as it may determine.
E. In this paragraph 9, reference to the termination or cessation of
employment of a Participant who is (a) a director, shall mean the termination
or cessation of the appointment of that director as a member of the Board, and
(b) a consultant, shall mean the termination or cessation of the contract
retaining the consultant.
10.RETIREMENT
If a Participant whose age and aggregate number of years of service with the
Corporation totals 75 or greater, ceases to be employed by the Corporation
without cause and with the intent of ceasing full-time employment with any
party (the combination of the foregoing factors and such additional factors as
the Committee in its sole discretion may from time to time determine
constituting "Retirement" for purposes of this Plan), except to the extent the
Committee accelerates the right of the Participant to exercise an Option (in
its sole and absolute discretion), no further installments of an Option will
become exercisable, and the Participant may exercise the Option to the extent
the Participant could have exercised it on the date employment ceases, at any
time on or before the earlier of: (i) the second (2nd) anniversary of that
date, and
97
(ii) the date that the Option expires pursuant to Paragraph 7. If the
Participant dies or is incapacitated during that period, then the personal
representatives of the Participant may exercise the foregoing rights.
11.CEASING TO BE A DIRECTOR
If a Participant who is a Director ceases to be a member of the Board, the
Participant may exercise Options to the extent the Participant could have
exercised it on the date such appointment ceases, at any time on or before the
earlier of: the second (2nd) anniversary of that date and the specified
expiration date of the Options.
12.DEATH
If a Participant ceases to be employed by the Corporation or any Subsidiary by
reason of death, (i) all Options shall immediately become exercisable with
effect immediately prior to death, and (ii) the estate, personal
representative or beneficiary of the Participant who has acquired the Options
by will or by the laws of the descent and distribution, may exercise the
Options to the extent the Participant could have exercised them, at any time
on or before the earlier of: the second (2nd) anniversary of the date of the
Participant's death or the specified expiration date of the Option.
13.DISABILITY
If a Participant ceases to be employed by the Corporation or its Subsidiaries
by reason of disability, (i) all Options shall immediately become exercisable
with effect immediately prior to the date of termination of employment, and
(ii) the Participant or the personal representative of the Participant, may
exercise the Options to the extent the Participant could have exercised them,
at any time on or before the earlier of: the second (2nd) anniversary of the
date of the Participant's termination of employment or the specified
expiration date of the Option.
14.ASSIGNABILITY
No Option shall be assignable or transferable by the Participant except by
will or by the laws of descent and distribution, and Options shall be
exercisable during the lifetime of the Participant only by the Participant.
15.TERMS AND CONDITIONS OF OPTIONS
A. Options shall be evidenced by instruments (which need not be identical) in
such forms as the Committee may from time to time approve. Such instruments
shall conform to the terms and conditions set forth in paragraphs 6 through 14
and may contain such other provisions, as the Committee deems advisable, which
are not inconsistent with the Plan, including restrictions applicable to
Common Shares issuable upon exercise of Options.
B. The Committee may from time to time confer authority and responsibility on
one or more of its members or one or more officers of the Corporation to
execute and deliver such instruments. The proper officers of the Corporation
are authorized and directed to take any and all action necessary or advisable
from time to time to carry out the terms of such instruments.
16.ADJUSTMENTS
98
Upon the happening of any of the following described events, a Participant's
rights with respect to Options granted hereunder shall be adjusted as follows:
A. If there is any subdivision or subdivisions of the Common Shares into a
greater number of shares at any time, or in the case of the issue of shares of
the Corporation to the holders of its outstanding Common Shares by way of
stock dividend or stock dividends (other than an issue of shares to
shareholders pursuant to their exercise of a right to receive dividends in the
form of shares of the Corporation in lieu of cash dividends declared payable
in the ordinary course by the Corporation on its Common Shares), the number of
Common Shares deliverable upon the exercise of Options shall be increased
proportionately, and appropriate adjustments shall be made in the purchase
price per share to reflect such subdivision or stock dividend.
B. If there is any consolidation or consolidations of the Common Shares into a
lesser number of shares at any time, the number of Common Shares deliverable
upon the exercise of Options shall be decreased proportionately, and
appropriate adjustments shall be made in the purchase price per share to
reflect such consolidation.
C. If there is any reclassification of the Common Shares, at any time a
Participant shall accept, at the time of purchase of shares pursuant to the
exercise of an Option, in lieu of the number of Common Shares in respect of
which the Option to purchase is being exercised, the number of shares of the
Corporation of the appropriate class or classes as the Participant would have
been entitled as a result of such reclassification or reclassifications had
the Option been exercised before such reclassification or reclassifications.
D. If the Corporation is to be amalgamated or consolidated with or acquired by
another entity in a merger, sale of all or substantially all of the
Corporation's assets or otherwise (an "Acquisition"), the Committee or the
board of directors of any entity assuming the obligations of the Corporation
under the Plan (the "Successor Board"), shall, as to outstanding Options,
either (a) make appropriate provision for the continuation of such Options by
substituting on an equitable basis for the shares then subject to such Options
the consideration payable with respect to the outstanding Common Shares in
connection with the Acquisition; or (b) upon written notice to participants,
provide that all Options must be exercised, to the extent then exercisable,
within a specified number of days of the date of such notice, at the end of
which period the Options shall terminate; or (c) terminate all Options in
exchange for a cash payment equal to the excess of the fair market value of
the shares subject to such Options (to the extent then exercisable) over the
exercise price thereof.
E. Despite the foregoing, any adjustments made pursuant to subparagraphs A, B,
C or D with respect to ISO's shall be made only after the Committee, after
consulting with counsel for the Corporation, determines whether such
adjustments would constitute a "modification" of those ISO's (as that term is
defined in Section 424 of the Code) or would cause any adverse tax
consequences for their holders. If the Committee determines that those
adjustments would constitute a "modification" of those ISO's, it may refrain
from making such adjustments.
F. If there is any proposed winding up, dissolution or liquidation of the
Corporation, each Option will terminate immediately prior to the consummation
of such proposed action or at such other time and subject to such other
conditions as shall be determined by the Committee.
G. Except as expressly provided herein, no issuance by the Corporation of
shares of stock of any class, or securities convertible into shares of stock
of any class, shall affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares subject to Options. No
adjustments shall be made for dividends paid in cash or in property other than
securities of the Corporation.
H. No fractional shares shall be issued under the Plan. A Participant will
receive cash in lieu of fractional shares.
99
I. Upon the happening of any of the foregoing events described in
subparagraphs A, B, C or D above, the class and aggregate number of shares set
forth in paragraph 4 hereof that are subject to Options which previously have
been or subsequently may be granted under the Plan shall also be appropriately
adjusted to reflect the events described in such subparagraphs. The Committee
or the Successor Board shall determine the specific adjustments to be made
under this paragraph 16 and, subject to paragraph 2, its determination shall
be conclusive.
17.EXERCISE OF OPTIONS
A. An Option (or any part or installment thereof) shall be exercised by giving
written notice to the Company at its principal office address, or to such
transfer agent as the Company shall designate. The notice shall identify the
Option being exercised, specify the number of shares as to which such Option
is being exercised, and be accompanied by full payment of the purchase price
therefor either (a) in Canadian dollars in cash or by certified cheque, (b) at
the discretion of the Committee and consistent with applicable law, through
the delivery of an assignment to the Company of a sufficient amount of the
proceeds from the sale of the Common Shares acquired upon exercise of the
Option and an authorization to the broker or selling agent to pay that amount
to the Company, which sale shall be at the Participant's direction at the time
of exercise, or (c) at the discretion of the Committee, by such other method
as it deems appropriate, subject to such regulatory approval as may be
required. If the Committee exercises its discretion to permit payment of the
exercise price of an Option by means of the methods set forth in clauses (b)
or ) above, that discretion shall be exercised in writing at the time of the
grant of the Option in question.
B. The holder of an Option shall not have the rights of a shareholder with
respect to the Common Shares subject to Option until the date of issuance of a
stock certificate to the Participant for such Common Shares. Except as
expressly provided above in paragraph 16 with respect to changes in
capitalization and stock dividends, no adjustment shall be made for dividends
or similar rights for which the record date is before the date such stock
certificate is issued.
18.CONDITIONS OF EXERCISE
Each Option shall be subject to the requirement that, if at any time the
Committee or counsel for the Corporation shall determine, in its reasonable
discretion, that the listing, registration or qualification of the Common
Shares subject to such Option upon any stock exchange or under any applicable
law, or the consent or approval of any governmental body, is necessary or
desirable, as a condition of, or in connection with, the granting of such
Option or the issue or purchase of shares thereunder, no such Option may be
exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free
of any conditions not acceptable to the Committee and counsel for the
Corporation.
19.STOCK APPRECIATION RIGHTS
A. Subject to the provisions of the Plan, the Board may grant stock
appreciation rights in connection with the grant of any Option. A Stock
Appreciation Right ("SAR") means the right to surrender to the Corporation all
or a portion of an Option in exchange for an amount equal to the excess of (i)
the SAR fair market value, as of the date such Option or portion thereof is
transferred and surrendered, of the Common Shares subject to that Option, and
(ii) the SAR fair market value of those Common Shares as of the day the Option
was granted. Each SAR shall be subject to such other terms and conditions as
the Board shall determine. Any SARs shall be granted in the instrument
referred to in paragraph 15A.
B. SARs shall be exercisable: (a) at the sole discretion of the Committee, (b)
otherwise only at the same time, by the same persons and to the same extent
that the Option related thereto is exercisable. Upon
100
exercise of any SAR, the corresponding portion of the related Option shall be
deemed to be surrendered to the Corporation and canceled.
C. A SAR shall be transferable only in the manner and to the extent that the
related Option is transferable.
D. Payment of the amount to which a Participant is entitled upon the exercise
of a SAR shall be made in cash.
E. "SAR fair market value" on any particular day shall mean the average of
either, (a) the average of the high and low trading prices of the Common
Shares on The Toronto Stock Exchange, or, if not available then (b) the
averages of the closing bid and asked prices on the NASDAQ Stock Market, on
the five trading days immediately prior to that day. If the Common Shares are
not publicly traded at the time an Option is granted, "fair market value"
shall be deemed to be the fair value of the Common Shares as determined by the
Board after taking into consideration all factors which it deems appropriate,
including, without limitation, recent sale and offer prices of the Common
Shares in private transactions negotiated at arm's length. Any reference
elsewhere in this Plan to "fair market value" shall mean "SAR fair market
value" when used in reference to a SAR.
20.TERM AND AMENDMENT OF THE PLAN
The Board may terminate or amend the Plan in any respect at any time, in
accordance with applicable legislation and subject to regulatory approval, if
any is required, except that the approval of shareholders is required: (a) if
such approval is required by applicable law or the rules or policies of any
stock exchange or inter-dealer quotation system on which the Common Shares are
then listed, or (b) if such approval is required for Option awards to qualify
for favorable treatment under Sections 162(m) or 422 of the Code, or any
successor provisions. No action of the Committee, Board or shareholders shall
alter or impair the rights of a Participant, without the consent of that
Participant, under any Option previously granted to him.
21.CONVERSION OF ISO's INTO NQO's
The Committee, at the written request of any Participant, may, in its
discretion and subject to such regulatory approval as may be required, take
such actions as may be necessary to convert that Participant's ISOs that have
not been exercised on the date of conversion into NQOs at any time prior to
the expiration of such ISOs, regardless of whether the Participant is an
employee of the Corporation or a Subsidiary at the time of such conversion.
Such actions may include, but are not limited to, extending the exercise
period or reducing the exercise price of the appropriate installments of such
ISO. At the time of conversion, the Committee (with the consent of the
Participant) may impose such conditions on the exercise of the resulting NQOs
as the Committee in its discretion may determine, on the condition that those
conditions shall not be inconsistent with this Plan. Nothing in the Plan shall
be deemed to give any Participant the right to have ISOs converted into NQOs,
and no conversion shall occur until and unless the Committee takes appropriate
action.
22.APPLICATION OF FUNDS
The proceeds received by the Corporation from the sale of Common Shares
pursuant to Options granted under the Plan shall be used for general corporate
purposes.
23.GOVERNMENTAL REGULATION
101
A. The Corporation's obligations to sell and deliver Common Shares under this
Plan are subject to the approval of any governmental or regulatory authority
required in connection with the authorization, issuance or sale of such
shares.
B. Government regulations may impose reporting or other obligations on the
Corporation with respect to the Plan. For example, the Corporation may be
required to send tax information statements to employees and former employees
that exercise Options, and the Corporation may be required to file tax
information returns reporting the income received by participants in
connection with the Plan.
24.WITHHOLDING OF ADDITIONAL INCOME TAXES
Upon the exercise of an Option, the making of a Disqualifying Disposition (as
defined in paragraph 25) or the vesting or transfer of restricted Common
Shares acquired on the exercise of an Option, or the making of a distribution
or other payment with respect to such Common Shares, the Corporation may
withhold taxes in respect of amounts that constitute compensation included in
gross income. The Committee in its discretion may condition (a) the exercise
of an Option or (b) the vesting of restricted Common Shares acquired by
exercising an Option, on the Participant's making satisfactory arrangement for
withholding. Such arrangement may include payment by the Participant in cash
or by cheque (certified in its discretion) of the amount of the withholding
taxes or, at the discretion of the Committee, by the Participant's delivery of
previously held Common Shares or the withholding of Common Shares otherwise
deliverable upon exercise of an Option having an aggregate fair market value
equal to the amount of such withholding taxes.
25.NOTICE TO CORPORATION OF DISQUALIFYING DISPOSITION
By accepting an ISO granted under the Plan, each Participant agrees to notify
the Corporation in writing immediately after the Participant makes a
disqualifying disposition of any Common Shares received pursuant to the
exercise of an ISO (a "Disqualifying Disposition"). Disqualifying Disposition
means any disposition (including any sale) of such stock on or before the
later of (a) two years from the date the employee was granted the ISO under
which he acquired such stock, or (b) one year after the employee acquired such
stock by exercising such ISO. If the employee has died before such stock is
sold, these holding period requirements do not apply and no Disqualifying
Disposition will thereafter occur.
26.GOVERNING LAW
The validity and construction of the Plan and the instruments evidencing
Options shall be governed by the laws of the Province of Ontario, Canada.
102