EXHIBIT 10.5
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BRACKNELL
CORPORATION
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STOCK OPTION PLAN
1. Purpose of the Plan
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The purpose of the Plan is to provide certain directors, officers and
key employees of the Corporation and its subsidiaries with an opportunity to
purchase Common Shares and to benefit from the appreciation thereof. This will
provide an increased incentive for these directors, officers and key employees
to contribute to the future success and prosperity of the Corporation, thus
enhancing the value of the Common Shares for the benefit of all the shareholders
and increasing the ability of the Corporation and its subsidiaries to attract
and retain individuals of exceptional skill.
2. Defined Terms
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Where used herein, the following terms shall have the following
meanings, respectively:
2.1 "Board" means the board of directors of the Corporation;
2.2 "Common Shares" means the common shares of the Corporation or, in the
event of an adjustment contemplated by Article 6 hereof, such other Common
Shares to which a Participant may be entitled upon the exercise of an Option as
a result of such adjustment;
2.3 "Corporation" means Bracknell Corporation, and includes any successor
corporation thereof;
2.4 "Exchange" means The Toronto Stock Exchange;
2.5 "Market Price" per Common Share on the date any Option is granted
shall be the closing price of the Common Shares on the Exchange (or, if the
Common Shares are not then listed and posted for trading on the Exchange, on
such stock exchange in Canada on which such shares are listed and posted for
trading as may be selected for such purpose by the Board) on the trading day
immediately preceding the date on which the Option is granted. In the event that
such Common Shares did not trade on such trading day, the Market Price shall be
the average of the bid and ask prices in respect of such Common Shares at the
close of trading on such date. In the event that the Common Shares are not
listed and posted for trading on any stock exchange in Canada, the Market Price
shall be the fair market value of such Common Shares as determined by the Board
in its sole discretion;
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2.6 "Option" means an option to purchase Common Shares granted by the
Board to certain directors, officers and key employees of the Corporation and
its subsidiaries, subject to the provisions contained herein;
2.7 "Option Price" means the price per share at which Common Shares may be
purchased under the Option, as the same may be adjusted in accordance with
Articles 4 and 6 hereof;
2.8 "Participants" means certain directors, officers and key employees of
the Corporation and its subsidiaries to whom Options are granted and which
Options or a portion thereof remain unexercised;
2.9 "Plan" means the Stock Option Plan of the Corporation as set forth
herein, as the same may be amended or varied from time to time; and
2.10 "subsidiary" means any corporation that is a subsidiary of the
Corporation, as such term is defined under subsection 1(2) of the Business
Corporations Act (Ontario), as such provision is from time to time amended,
varied or re-enacted.
3. Administration of the Plan
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3.1 The Plan shall be administered by the Board. The Corporation shall
effect the grant of Options under the Plan, in accordance with determinations
made by the Board pursuant to the provisions of the Plan as to:
(a) the directors, officers and key employees of the Corporation and its
subsidiaries to whom Options will be granted; and
(b) the number of Common Shares which shall be the subject of each Option,
by the execution and delivery of instruments in writing in form approved by the
Board.
3.2 The Board may, from time to time, adopt such rules and regulations for
administering the Plan as it may deem proper and in the best interests of the
Corporation and may, subject to applicable law, delegate its powers hereunder to
administer the Plan to a committee of the Board.
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4. Granting of Options, etc.
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4.1 The Board from time to time shall grant Options to certain directors,
officers and key employees of the Corporation and its subsidiaries. The grant of
Options will be subject to the conditions contained herein and may be subject to
additional conditions determined by the Board from time to time including,
without limiting the generality of the foregoing, a condition requiring that a
Participant also be a participant in a specified stock purchase plan of the
Corporation.
4.2 Options may be granted in respect of authorized and unissued Common
Shares provided that the aggregate number of Common Shares reserved for issuance
under this Plan, subject to adjustment or increase of such number pursuant to
the provisions of Article 6 hereof, together with any Common Shares reserved for
issuance under any options or warrants for services or employee stock purchase
or stock option plans or any other plans, shall not exceed 4,280,3441 Common
Shares. The aggregate number of Common Shares reserved for issuance to any one
person under the Plan, together with any Common Shares reserved for issuance
under options or warrants for services and employee stock purchase plans or any
other share compensation arrangements to such person, must not exceed 5% of the
outstanding Common Shares (on a non-diluted basis). The Common Shares in respect
of which Options are not exercised shall be available for subsequent options. No
fractional shares may be purchased or issued hereunder.
4.3 The Option Price shall be fixed by the Board but under no
circumstances shall any Option Price be lower than the Market Price per Common
Share.
4.4 At the discretion of the Board, the Option Price may increase,
throughout the period or for any part of the period that the Option or a portion
thereof remains unexercised, by an amount per annum fixed by the Board at the
time the Option is granted.
4.5 An Option must be exercised within a period of ten years from the date
of the granting of the Option. The limitation period or periods within this ten
year period during which an Option or a portion thereof may be exercised by a
Participant shall be determined by the Board.
4.6 Notwithstanding Sections 8.1 and 8.2 hereof, but subject to Section
4.5 above, in the event that a take-over bid is made by way of take-over bid
circular to the holders of all or substantially all of the outstanding Common
Shares, from and as at the date of mailing of that circular (the "Mailing
Date"), all Options that are then outstanding under
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1 On February 29, 2000, the shareholders of the Corporation resolved to amend
the stock option plan of the Corporation to increase the maximum number of
common shares reserved for issuance thereunder to 4,280,344 common shares.
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the Plan, whether or not theretofore exercisable, shall thereupon automatically
become exercisable for a period of 30 days following the Mailing Date, or such
other period as the Board may, in its sole discretion, from time to time on or
after the date of announcement of that take-over bid select as appropriate in
the circumstances by notice given in writing to the holders of such Options, at
the end of which period all Options which have not then been exercised shall
revert back to and remain as they were before that take-over bid was announced
or made.
5. Exercise of Option
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Subject to the provisions of the Plan and the terms of the granting of
the Option, an Option or a portion thereof may be exercised from time to time by
delivery to the Corporation at its registered office of a notice in writing
signed by the Participant or the Participant's legal personal representative and
addressed to the Corporation. This notice shall state the intention of the
Participant or the Participant's legal personal representative to exercise the
said Option or a portion thereof, the number of Common Shares in respect of
which the Option is then being exercised and must be accompanied by payment in
full of the Option Price for the Common Shares which are the subject of the
exercise.
6. Adjustments in Shares
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6.1 Appropriate adjustments in the number of Common Shares subject to the
Plan and, as regards Options granted or to be granted, in the number of Common
Shares optioned and in the Option Price, shall be made by the Board to give
effect to adjustments in the number of Common Shares resulting from
subdivisions, consolidations or reclassifications of the Common Shares, the
payment of stock dividends by the Corporation (other than dividends in the
ordinary course) or other relevant changes in the authorized or issued capital
of the Corporation, which changes occur subsequent to the approval of the Plan
by the Board.
6.2 Options granted to Participants hereunder are non-assignable and,
except in the case of the death of a Participant, are exercisable only by the
Participant to whom the Options have been granted.
7. Decisions of the Board
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All decisions and interpretations of the Board respecting the Plan or
Options granted thereunder shall be conclusive and binding on the Corporation
and the Participants and their respective legal personal representatives and on
all directors, officers and employees eligible under the provisions of the Plan
to participate therein.
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8. Termination of Employment/Death
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8.1 An Option, and all rights to purchase Common Shares pursuant thereto,
shall expire and terminate immediately upon the termination of the employment of
the Participant by the Corporation or, if applicable, any subsidiary of the
Corporation, or, if the Participant is a director of the Corporation or any
subsidiary of the Corporation, immediately upon the Participant ceasing to be a
director, other than in the circumstances referred to below.
8.2 If, before the expiry of an Option in accordance with the terms
thereof:
(i) in the case of a Participant who is an employee of the Corporation or
any of its subsidiaries, the employment of the Participant by the
Corporation or by any of its subsidiaries shall terminate for any
reason whatsoever other than termination by the Corporation for cause
or the voluntary resignation of the Participant but including, for
greater certainty, termination by reason of the death of the
Participant; or
(ii) in the case of a Participant who is a director of the Corporation or
any of its subsidiaries and not an employee, such director shall cease
to be a director of the Corporation or any subsidiary of the
Corporation for any reason;
such Option may, subject to the terms thereof and any other terms of the Plan,
be exercised, if the Participant is deceased, by the legal personal
representative(s) of the Participant's estate or, if the Participant is alive,
by the Participant, at any time within three months of the date of termination
of employment or, where applicable, the date a Participant ceases to be a
director.
8.3 The Plan does not confer upon a Participant any right with respect to
continuation of employment by the Corporation or any subsidiary, nor does it
interfere in any way with the right of the Participant or the Corporation or any
subsidiary of the Corporation to terminate the Participant's employment at any
time.
8.4 Options shall not be affected by any change of employment of the
Participant where the Participant continues to be employed by the Corporation or
any of its subsidiaries.
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9. Amendment or Discontinuance of Plan
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The Board may amend or discontinue the Plan at any time without the
consent of the Participants provided that such amendment shall not alter or
impair in any materially adverse manner any Option previously granted under the
Plan except as permitted by the provisions of Article 6 hereof.
10. Government Regulation
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The Corporation's obligation to issue and deliver Common Shares under
any Option is subject to:
(a) the satisfaction of all requirements under applicable securities laws
in respect thereof and obtaining all regulatory approvals as the
Corporation shall determine to be necessary or advisable in connection
with the authorization, issuance or sale thereof;
(b) the admission of such Common Shares to listing on any stock exchange
on which such Common Shares may then be listed; and
(c) the receipt from the Participant of such representations, agreements
and undertakings as to future dealings in such Common Shares as the
Corporation determines to be necessary or advisable in order to
safeguard against the violation of the securities laws of any
jurisdiction.
In this connection, the Corporation shall take all reasonable steps to obtain
such approvals and registrations as may be necessary for the issuance of such
Common Shares in compliance with applicable securities laws and for the listing
of such Common Shares on any stock exchange on which such Common Shares are then
listed.
11. Participants' Rights
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A Participant shall not have any rights as a shareholder of the
Corporation until the issuance of a certificate for Common Shares upon the
exercise of an Option or a portion thereof, and then only with respect to the
Common Shares represented by such certificate or certificates.
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12. Amendment and Restatement, etc.
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The foregoing amends and restates in its entirety the Stock Option
Plan of the Corporation dated February 27, 1996 (the "1996 Plan"). For greater
certainty, the changes to the 1996 Plan reflected herein apply to all Options
outstanding hereunder as at September 9, 1998. This Plan may be referred to as
the Amended and Restated Stock Option Plan of the Corporation and shall for all
purposes be deemed effective on the basis set forth above as at the opening of
business (Toronto time) on September 9, 1998.