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EXHIBIT 4.6
SAND TECHNOLOGY INC.
SAND AWARD PLAN
ARTICLE I
GENERAL PROVISIONS
1. PURPOSE
This Sand Technology Inc. Share Award Plan (the "Plan") is intended to
promote the interests of Sand Technology Inc., a corporation existing under
the provisions of the Canada Business Corporations Act (the "Corporation"),
by: (i) aiding the retention and facilitating the recruitment of
outstanding personnel by providing incentive compensation opportunities;
and (ii) matching employees' and other service providers' financial
interests with those of the Corporation's shareholders thereby motivating
such individuals to achieve the Corporation's long-range goals and enhance
the long-term financial interest of the Corporation, including growth in
the value of the Corporation and enhancement of shareholder return.
2. DEFINITIONS
The following definitions shall be in effect under this Plan:
A. "Award" shall mean an award granted under this Plan, including shares
issued under the Share Award Program.
B. "Award Agreement" shall mean a Share Award Agreement.
C. "Award Recipient" shall mean a person who receives any Award under this
Plan.
D. "Board" shall mean the Board of Directors of the Corporation.
E. "Cause" in this Plan and in the Award Agreement between the Award
Recipient and the Corporation means:
(i) an indictment or conviction of, or a plea of guilty or NOLO
CONTENDERE to, a crime (A) constituting a felony under any state or
federal law in the United States or an offense under the Criminal Code
(Canada), or (B) involving fraud, embezzlement or an act of moral
turpitude, whether or not in connection with the performance by the
Award Recipient of his or her duties or obligations to the
Corporation;
(ii) (A) an act of fraud committed by the Award Recipient with respect
to a material aspect of the Corporation's business, even if not
criminally charged, indicted or convicted therefore; or (B) any
willful misconduct engaged in by the Award Recipient, even if not
criminal in nature, that brings
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the Corporation or any of its officers, directors, subsidiaries or
shareholders into public disgrace or disrepute in any material
respect;
(iii) the repeated refusal by the Award Recipient to use his or her
reasonable and diligent efforts to follow the lawful and reasonable
policies or directives of the chief executive officer of the
Corporation or of his or her designated representatives;
(iv) gross negligence in the performance of the Award Recipient's
duties and obligations; or
(v) a violation of any nonsolicitation, noncompetition or
nondisclosure provision contained in any agreement, including an Award
Agreement, entered into by and between the Award Recipient and the
Corporation.
F. "Change of Control Transaction" shall mean, unless otherwise determined
by the Administrator, any of the following transactions:
(i) any sale, lease, or other disposition (in one transaction or a
series of related transactions) of all or substantially all of the
assets of the Corporation to any person or group of persons, excluding
any entity in which Corporation or the shareholders of the Corporation
immediately prior to such transfer hold, directly or indirectly, at
least a majority of the acquiring entity's voting power immediately
after such transfer; or
(ii) any consolidation or merger of the Corporation with or into any
other corporation or other entity or person, or any other corporate
reorganization or other transaction or series of related transactions,
in which the shareholders of the Corporation immediately prior to such
consolidation, merger, reorganization or other transaction or series
of related transactions, do not hold, directly or indirectly, at least
a majority of the resulting or surviving entity's voting power
immediately after such consolidation, merger, reorganization or other
transaction or series of related transactions (solely in respect of
their equity interests in the Corporation).
G. "Code" shall mean the Internal Revenue Code of 1986, as amended.
H. "Common Shares" shall mean the Class A Common Shares of the Corporation.
I. "Disability" means, unless otherwise determined by the Administrator:
(1) "Disability" as defined in the Award Recipient's employment or
consulting agreement, if any, with the Corporation; or (2) if there is no
effective employment or consulting agreement between the Award Recipient
and the Corporation that includes a definition of Disability, then
Disability means: (i) if the Award Recipient is insured under a long-term
disability insurance policy which is paid for by the Corporation, the Award
Recipient is totally disabled under the terms of that policy; or (ii) if no
such policy exists, the Award Recipient's inability to perform the
important functions or duties of his job or position by reason of a
physical or mental
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condition for one hundred eighty (180) calendar days, which need not be
consecutive, during any twelve (12) consecutive month period (the effective
date of such Disability shall be the day next following such one hundred
eightieth (180th) day).
J. "Employee" shall mean an individual who is in the employ of the
Corporation or any Subsidiary or affiliated entity, subject to the control
and direction of the employer entity as to both the work to be performed
and the manner and method of performance.
K. "Fair Market Value" on any relevant date shall mean:
(i) If the Common Shares are listed on a share exchange or quotation
system, the fair market value of the Common Shares shall be the mean
between the following prices, as applicable, for the date as of which fair
market value is to be determined: (a) the highest and lowest sales prices
per share of Common Shares for such date on the principal United States
securities exchange registered under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") on which the Common Shares are listed; or
(b) if the Common Shares are not listed on any such exchange, the highest
and lowest sales prices per share of Common Shares for such date on the
National Association of Securities Dealers Automated Quotations System or
any successor system then in use ("NASDAQ").
(ii) If the Common Shares are not listed on any such share exchange or
quotation system listed in clause (i) above, the fair market value of the
Common Shares shall be determined by the Board in using such methods or
procedures as shall be established from time to time by the Board;
provided, however, that in the event of a Change of Control Transaction,
the fair market value shall be determined based on the purchase price to be
paid by the Acquiring Entity (as defined below).
L. "Forfeit," "Forfeiture," "Forfeited" means the loss by a Award Recipient
of all right, title and interest in and to the Common Shares, including any
and all appreciation in the value of the Common Shares during the period
such Common Shares were held by the Award Recipient, and the termination of
all other rights of the Award Recipient related to such Common Shares
arising under this Plan, an Award Agreement or otherwise.
M. "Service" shall mean the provision of services to the Corporation or any
Subsidiary or affiliated entity by an individual in the capacity of an
Employee, a consultant or independent contractor.
N. "Share Award Agreement" shall mean a written or electronic agreement, in
the form approved by the Administrator, evidencing the award of Common
Shares.
O. "Subsidiary" shall mean each corporation (other than the Corporation) in
an unbroken chain of corporations beginning with the Corporation, provided
each such corporation (other than the last corporation) in the unbroken
chain owns, at the time of the determination, shares possessing fifty
percent (50%) or more of the total
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combined voting power of all classes of shares in one of the other
corporations in such chain.
P. "Unvested" means an Award that has not Vested.
Q. "Vest," "Vesting," "Vested" means the lapse, in accordance with the
terms of this Plan or an Award Agreement, of the exercise, Forfeiture or
other restrictions applicable to all or a portion of an Award.
3. ADMINISTRATION OF THE PLAN
A. This Plan shall be administered by the Board or a committee appointed by
the Board to which the Board has delegated administrative functions under
this Plan (the "Administrator"). Members of any committee to which the
Board has delegated any administrative functions under this Plan shall
serve for such terms as the Board shall determine and be subject to the
Board's right of removal. All delegations of authority to any committee
shall be and remain revocable by the Board.
B. The Administrator shall have full authority and discretion to decide all
matters relating to the administration and interpretation of this Plan,
including but not limited to the authority to: (i) implement, interpret and
administer this Plan; (ii) establish all such rules and regulations
regarding this Plan as it deems necessary or appropriate; (iii) correct any
defect, supply any omission or reconcile any inconsistency in this Plan,
any Award made pursuant to this Plan, or any Award Agreement granting any
such Award; and (iv) to make such determinations under this Plan and any
outstanding share issuances as it deems necessary or advisable. Decisions
of the Administrator shall be final, conclusive and binding on the
Corporation, the Award Recipient and any and all interested parties. In the
event of a conflict between the terms of this Plan and an Award Agreement,
this Plan shall govern.
C. The Corporation shall indemnify and hold harmless the members of the
Board and members of any committee to which the Board has delegated any
administrative functions under this Plan from and against any and all
liabilities, costs and expenses incurred by such persons as a result of any
act, omission to act, or determination made in good faith in connection
with the performance of such person's duties, responsibilities and
obligations under this Plan.
D. Notwithstanding any provision of the Plan to the contrary, if any
benefit provided under this Plan is subject to the provisions of Section
409A of the Internal Revenue Code of 1986, as amended, and the regulations
issued thereunder, the provisions of the Plan shall be administered,
interpreted and construed in a manner necessary to comply with Section 409A
and the regulations issued thereunder (or disregarded to the extent such
provision cannot be so administered, interpreted, or construed.)
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4. ELIGIBILITY/PARTICIPATION
A. The persons eligible to receive an Award under the Plan are limited to
Employees and consultants and other independent contractors who provide
bona fide services to the Corporation (or any Subsidiary or affiliated
entity).
B. The Administrator shall have the absolute discretion and authority to
determine which, if any, eligible individuals will be granted Awards under
the Plan and the terms and conditions of any such Award, including but not
limited to the number of shares to be covered by each Award; the
consideration, if any, to be paid by an individual for such Award; whether
the Award will Vest over time or be immediately Vested; the exercise and
Forfeiture provisions applicable thereto; and the maximum term for which
the Award will remain outstanding. Furthermore, and in addition to the
restrictions imposed by this Plan, Common Shares issuable under this Plan
may be subject to such restrictions on transfer, repurchase rights or
buy-sell restrictions as may be established by the Administrator and set
forth in the governing Award Agreement.
5. SHARES SUBJECT TO THE PLAN
A. Common Shares will be issued under this Plan. The maximum number of
Common Shares that may be issued under this Plan shall not exceed
1,000,000, subject to adjustment from time to time in accordance with the
provisions of this Section 5 of Article I.
B. Unvested Common Shares issued under this Plan that are cancelled,
Forfeited or otherwise reacquired pursuant to the provisions of this Plan
will again become available for issuance under this Plan.
C. In the event of a corporate transaction involving the Corporation
(including, without limitation, any share dividend, share split, reverse
share split, extraordinary cash dividend, recapitalization, reorganization,
merger, consolidation, split-up, spin-off, combination or exchange of
shares), the Administrator may adjust Awards to preserve the benefits or
potential benefits of the Awards. Action by the Administrator may include:
(i) adjustment of the number and kind of securities which may be delivered
under the Plan; (ii) adjustment of the number and kind of securities
subject to outstanding Awards; (iii) adjustment of the purchase price, if
any, of outstanding Awards; (iv) adjustment of the share limitations
contained in this Plan; and (v) any other adjustments that the
Administrator determines to be equitable. Any such adjustment shall be
effective and binding for all purposes of the Plan and on each outstanding
Award. Notwithstanding the foregoing or any other provision of the Plan or
an Award Agreement to the contrary, no provision of the Plan or an Award
Agreement shall entitle, or be construed or interpreted to entitle, an
Award Recipient to preserve his or her percentage share of equity in the
Corporation.
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6. AMENDMENT OF THE PLAN AND AWARDS
The Board may modify, amend or terminate this Plan at any time; provided,
however, that no such modification, amendment or termination of this Plan
shall adversely affect the rights of an Award Recipient under an Award
previously made to such Award Recipient without the consent of such Award
Recipient. The termination of this Plan shall not impair the power and
authority of the Board or the Administrator with respect to an award. In
addition, the Board shall not, without the approval of the Corporation's
shareholders, amend this Plan if shareholder approval of the amendment is
at the time required by the rules of any shares exchange or quotation
system upon which the Common Shares may then be listed. Notwithstanding the
foregoing or any provision of the Plan to the contrary, the Board and/or
the Administrator may at any time (without the consent of the Award
Recipient) modify, amend or terminate any or all of the provisions of this
Plan or an Award Agreement to the extent necessary to conform the
provisions of the Plan with Section 409A of the Code regardless of whether
such modification, amendment, or termination of the Plan shall adversely
affect the rights of a Award Recipient under the Plan.
7. EFFECTIVE DATE AND TERM OF PLAN
A. This Plan shall become effective when adopted by the Board. Common
Shares may be issued under the Share Award Program from and after the
effective date.
B. Unless sooner terminated by reason of Section 6 of this Article I, no
Common Shares may be granted under this Plan after the tenth anniversary of
the effective date of the Plan. The termination of this Plan shall have no
effect on any outstanding awards under or shares issued and outstanding
under this Plan, and such securities shall thereafter continue to have full
force and effect in accordance with and subject to the provisions of this
Plan and the Award Agreements evidencing such issuances.
8. NO EMPLOYMENT OR SERVICE RIGHTS
Nothing contained in this Plan or an Award Agreement shall confer upon any
Award Recipient any right with respect to continued Service with the
Corporation (or of any Subsidiary or affiliated entity) nor shall this Plan
interfere in any way with the right of the Corporation (or of any
Subsidiary or affiliated entity) to at any time reassign the Award
Recipient to a different job, change the compensation of the Award
Recipient or terminate the Award Recipient's Service for any reason.
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ARTICLE II
SHARE AWARD PROGRAM
1. SHARES AWARDS
Common Shares shall be issuable under the Share Award Program through
direct and immediate issuances without any intervening option grants. Each
such shares issuance shall be evidenced by a Share Award Agreement that
complies with the terms and conditions of this Article II, and which states
the number of shares of Common Shares being awarded, the restrictions
imposed on the shares awarded under such Share Award Agreement and such
other representations, agreements, terms or conditions as may be required
or desirable by the Administrator.
2. ISSUE PRICE
At the discretion of the Administrator, Common Shares may be issued in
exchange for a cash payment at a purchase price determined by the
Administrator (which purchase price may be zero or less than the Fair
Market Value of the Common Shares acquired), to key Employees who remain in
the employ of the Corporation for a specified period of time, for services
previously rendered to the Corporation (or any Parent or Subsidiary), for
future services to be rendered to the Corporation or for such other
consideration as may be acceptable to the Administrator.
3. NUMBER AND VESTING OF SHARES
Common Shares issued to an Award Recipient under the Share Award Program
shall be for such number of shares as shall be determined by the
Administrator and set forth in the Share Award Agreement. Common Shares
issued to an Award Recipient pursuant to this Plan shall be subject to such
Vesting and Forfeiture provisions as provided in this Plan and the Share
Award Agreement.
4. TERMINATION OF SERVICE
Unless otherwise provided in the Award Recipient's Share Award Agreement,
upon the Award Recipient's cessation of Service for any reason, including
but not limited to death, Disability, voluntary termination or involuntary
termination with or without Cause, all Unvested Common Shares shall be
Forfeited and no consideration shall be paid to the Award Recipient for any
Forfeited Unvested Common Shares. Notwithstanding the foregoing, upon a
Change of Control Transaction, any Common Shares issued to an Award
Recipient pursuant to the Share Award Program that have not then Vested
shall automatically Vest.
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ARTICLE III
MISCELLANEOUS
1. NO TRANSFERABILITY
No Award granted under this Plan shall be transferable by an Award
Recipient and such Award can only Vest in favour of the Award Recipient who
received the Award.
2. SHAREHOLDER RIGHTS
Subject to the terms of any Award Agreement and the rights of the
Corporation set forth in the Plan or in any other agreement entered into
between the Corporation and an Award Recipient under this Plan, each person
to whom Common Shares have been issued under this Plan following Vesting
shall have all the rights of a shareholder with respect to those shares,
including the right to receive, to the extent such shares are Vested, any
cash dividends or other distributions paid or made with respect to such
shares.
Until an Award Recipient has been issued, a share certificate for Common
Shares which have Vested, he or she shall have no rights of a shareholder
with respect to any such Common Shares.
3. SECURITIES LAWS; LEGENDS
A. No Common Shares shall be issued or delivered under this Plan unless and
until the Corporation shall have determined that there has been full and
adequate compliance with all applicable requirements of the federal and
state securities laws and all other applicable legal and regulatory
requirements.
B. Certificates representing Common Shares underlying an Award shall bear
such legends as determined by the Corporation. An Award Recipient shall, at
the request of the Corporation, promptly present to the Corporation any and
all certificates representing shares acquired pursuant to an Award in the
possession of the Award Recipient in order to effectuate the provisions of
this Section. Unless otherwise specified by the Corporation, legends placed
on such certificates may include, but shall not be limited to, the
following:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED
OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144, OR
THE CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE
SECURITIES, REASONABLY SATISFACTORY TO THE CORPORATION, STATING THAT SUCH SALE,
TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT
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FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.
4. WITHHOLDING
A. Whenever Common Shares are issued, Vest or otherwise become subject to
tax, the Corporation shall have the right to require the Award Recipient to
remit to the Corporation an amount sufficient to satisfy federal,
provincial, state and local tax withholding requirements prior to the
delivery of any certificate for the Common Shares.
B. An Award Recipient who is obligated to pay the Corporation an amount
required to be withheld under applicable tax withholding requirements shall
pay such amount: (i) in cash; (ii) at the discretion of the Administrator,
through an election to have the Corporation withhold Common Shares
otherwise issuable to the Award Recipient or (iii) at the discretion of the
Administrator, through a combination of the procedures acceptable to the
Administrator.
5. REGULATORY APPROVALS
The implementation of this Plan and the issuance of any shares under the
Share Award Program shall be subject to the Corporation's procurement of
all approvals and permits required by regulatory authorities having
jurisdiction over this Plan and the Common Shares issued pursuant to it.
6. NONEXCLUSIVITY OF PLAN
Neither the adoption of this Plan by the Board, nor any provision of this
Plan will be construed as creating any limitations on the power of the
Board to adopt such additional compensation arrangements as it may deem
desirable, including, without limitation, the granting of share options and
bonuses otherwise than under this Plan, and such arrangements may be either
generally applicable or applicable only in specific cases.
7. GOVERNING LAW
This Plan shall be construed in accordance with and governed exclusively by
the laws of the Province of Quebec, without giving effect to any conflicts or
choice of law provisions that would cause the application of the domestic
substantive laws of any other jurisdiction.
ADOPTED BY THE BOARD OF DIRECTORS OF SAND TECHNOLOGY INC.
ON THE 2ND DAY OF NOVEMBER 2006
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