Exhibit 10.1
TOMAHAWK CORPORATION
STOCK OPTION PLAN
1. PURPOSE
The purpose of the Stock Option Plan (the "Plan") of TomaHawk
Corporation, a body corporate incorporated under the BUSINESS CORPORATIONS ACT
(Alberta) (the "Corporation"), is to advance the interests of the Corporation or
any of its subsidiaries or affiliates by encouraging the directors, officers,
employees (all references herein to employees shall mean both full-time and
part-time employees) and consultants of the Corporation or any of its
subsidiaries or affiliates to acquire shares in the Corporation, thereby
increasing their proprietary interest in the Corporation, encouraging them to
remain associated with the Corporation or any of its subsidiaries or affiliates
and furnishing them with additional incentive in their efforts on behalf of the
Corporation or any of its subsidiaries or affiliates in the conduct of their
affairs.
2. ADMINISTRATION AND GRANTING OF OPTIONS
The Plan shall be administered by the Board of Directors of the
Corporation, or if appointed, by a special committee of directors appointed from
time to time by the Board of Directors of the Corporation (such committee, or if
no such committee is appointed, the Board of Directors of the Corporation is
hereinafter referred to as the "Committee") pursuant to rules of procedure fixed
by the Board of Directors.
The Committee may from time to time designate directors, officers,
employees and consultants of the Corporation or any of its subsidiaries or
affiliates (the "Participants") to whom options to purchase common shares of the
Corporation may be granted and the number of common shares to be optioned to
each, provided that the total number of common shares to be optioned shall not
exceed the number provided in clauses 3 and 4 hereof.
3. SHARES SUBJECT TO PLAN
Subject to adjustment as provided in Section 15 hereof, the shares to
be offered under the Plan shall consist of shares of the Corporation's
authorized but unissued common shares. The aggregate number of shares to be
delivered upon the exercise of all options granted under the Plan (the
"Options") shall not exceed the maximum number of shares permitted under the
rules of any stock exchange on which the common shares are then listed or other
regulatory body having jurisdiction (such limit, as of the date of adoption of
such plan being acknowledged to be 10% of that number of common shares as shall
be outstanding from time to time). If any Option granted hereunder shall expire
or terminate for any reason without having been exercised in full, the
unpurchased shares subject thereto shall again be available for the purpose of
this Plan.
4. NUMBER OF OPTIONED SHARES
The number of shares subject to an Option to a Participant shall be
determined by the Committee, but no Participant, upon the Corporation becoming
listed on any stock exchange, shall be granted an Option which exceeds the
maximum number of shares permitted by any stock exchange on which the common
shares are then listed or other regulatory body having jurisdiction ( such
limit, as of the date of adoption of this Plan, being acknowledged to be
5% in respect of insiders and employees and 1% in respect of persons who are
neither insiders nor employees).
5. VESTING
The Committee may, in its sole discretion, determine the time during
which Options shall vest and the method of vesting, or that no vesting
restriction shall exist.
6. MAINTENANCE OF SUFFICIENT CAPITAL
The Corporation shall at all times during the term of the Plan reserve
and keep available such numbers of shares as will be sufficient to satisfy the
requirements of the Plan.
7. PARTICIPATION
The Committee shall determine to whom Options shall be granted, the
terms and provisions of the respective Option agreements, the time or times at
which such Options shall be granted, and the number of shares to be subject to
each Option. An individual who has been granted an Option may, if he is
otherwise eligible, and if permitted by any stock exchange on which the common
shares are then listed or other regulatory body having jurisdiction, be granted
an additional Option or Options if the Committee shall so determine.
8. EXERCISE PRICE
The exercise price of the shares covered by each Option shall be
determined by the Committee. The exercise price shall be not less than the
price permitted by any stock exchange on which the common shares are then listed
or other regulatory body having jurisdiction.
9. DURATION OF OPTION
Each Option and all rights thereunder shall be expressed to expire on
the date set out in the Option agreements and shall be subject to earlier
termination as provided in paragraphs 11 and 12.
10. OPTION PERIOD, CONSIDERATION AND PAYMENT
(a) The Option period shall be a period of time fixed by the Committee,
not to exceed the maximum period permitted by any stock exchange on
which the common shares are then listed or other regulatory body
having jurisdiction, provided that the Option period shall be reduced
with respect to any Option as provided in Sections 11 and 12 covering
cessation as a director, officer, employee or consultant of the
Corporation or any of its subsidiaries or affiliates or death of the
Participant.
(b) Except as set forth in Sections 10(c), 11 and 12, no Option may be
exercised unless the Participant is at the time of such exercise a
director, officer, employee or consultant of the Corporation or any of
its subsidiaries or affiliates.
(c) Notwithstanding any other provision to the contrary, an Option granted
to a consultant in connection with specific services provided or to be
provided by that consultant shall be exercised only after the date of
completion of such service and prior to 30 days following the date of
completion of such service.
(d) The exercise of any Option will be contingent upon receipt by the
Corporation at its head office of a written notice of exercise,
specifying the number of shares with respect to which the Option is
being exercised, accompanied by cash payment, certified cheque or bank
draft for the full purchase price of such shares with respect to which
the Option is exercised. No Participant or his legal representatives,
legatees or distributees will be, or will be deemed to be, a holder of
any shares subject to an Option under this Plan, unless and until the
certificates for such shares are issued to such persons under the
terms of the Plan.
11. CEASING TO BE A DIRECTOR, OFFICER, EMPLOYEE OR CONSULTANT
If a Participant shall cease to be a director, officer or employee of
the Corporation or any of its subsidiaries or affiliates for any reason (other
than death), the Participant may, but only within 90 days next succeeding the
Participant's ceasing to be a director, officer, employee or consultant,
exercise the Participant's Option to the extent that the Participant was
entitled to exercise it at the date of such cessation.
Nothing contained in the Plan nor in any Option granted pursuant to
the Plan shall confer upon any Participant any right with respect to continuance
as a director, officer, employee or consultant of the Corporation or any of its
subsidiaries or affiliates.
12. DEATH OF PARTICIPANT
In the event of the death of a Participant, the Option previously
granted to him shall be exercisable only within the twelve months next
succeeding such death and then only:
(a) by the person or persons to whom the Participant's rights under the
Option shall pass by the Participant's will or the laws of descent and
distribution; and
(b) if and to the extent that the Participant was entitled to exercise the
Option at the date of the Participant's death.
13. RIGHTS OF OPTIONEE
No person entitled to exercise an Option shall have any of the rights
or privileges of a shareholder of the Corporation in respect of any shares
issuable upon exercise of such Option until certificates representing such
shares shall have been issued and delivered.
14. PROCEEDS FROM SALE OF SHARES
The proceeds from sale of shares issued upon the exercise of Options
shall be added to the general funds of the Corporation and shall thereafter be
used from time to time for such corporate purposes as the Committee may
determine and direct.
15. ADJUSTMENTS
Appropriate adjustments in the number of common shares optioned and in
the option price per share, as regards Options granted or to be granted, may be
made by the Committee in its discretion to give effect to adjustments in the
number of common shares of the
Corporation resulting subsequent to the approval of the Plan by the Committee
from subdivisions, consolidations or reclassification of the common shares of
the Corporation, the payment of stock dividends by the Corporation or other
relevant changes in the capital of the Corporation.
16. TRANSFERABILITY
All benefits, rights and Options accruing to any Participant in
accordance with the terms and conditions of the Plan shall not be transferable
or assignable unless specifically provided herein. During the lifetime of a
Participant any benefits, rights and Options may only be exercised by the
Participant.
17. AMENDMENT AND TERMINATION OF PLAN
The Committee may, at any time, suspend or terminate the Plan. The
board may also at any time amend or revise the terms of the Plan, PROVIDED that
subject to section 15 hereof, no such amendment or revision shall alter the
terms of any Options theretofore granted under the Plan.
18. NECESSARY APPROVALS
The ability of the Options to be exercised and the obligation of the
Corporation to issue and deliver shares in accordance with the Plan is subject
to any approvals which may be required from the shareholders of the Corporation,
any regulatory authority or stock exchange having jurisdiction over the
securities of the Corporation. If any shares cannot be issued to any
Participant for whatever reason, the obligation of the Corporation to issue such
shares shall terminate and any Option exercise price paid to the Corporation
will be returned to the Participant.
19. PRIOR PLANS
The Plan shall entirely replace and supersede prior share options
plans, if any, enacted by the Board of Directors of the Corporation or its
predecessor corporations.
20. EFFECTIVE DATE OF PLAN
The Plan has been adopted by the Committee subject to the approval of
any stock exchange on which the shares of the Corporation are to be listed or
other regulatory body having jurisdiction and, if so approved, the Plan shall
become effective upon such approvals being obtained.
IN WITNESS WHEREOF the Corporation has caused its corporate seal to be
affixed hereto in the presence of its officers duly authorized in that behalf as
of the 21st day of August, 1996.
TOMAHAWK CORPORATION
By: "SIGNED" /s/ [ILLEGIBLE]
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