EXHIBIT 19.1
STOCK OPTION PLAN
LEADER MINING INTERNATIONAL, INC.
STOCK OPTION PLAN
ARTICLE I
Purpose of Plan
1.1 The purpose of the Plan is to assist directors, officers, consultants and
key employees of the Corporation and its Subsidiaries to participate in
the growth and development of the Corporation and its Subsidiaries by
providing such persons with the opportunity, through share options, to
acquire an increased proprietary interest in the Corporation.
ARTICLE II
Defined Terms
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 "Business Day" means any day, other than a Saturday or a Sunday, on
which The Alberta Stock Exchange (or on such stock exchange on which
such Shares are listed and posted for trading) open for trading;
2.3 "Corporation" means Leader Mining International Inc., and includes any
successor corporation thereto;
2.4 "Eligible Person" means any director, officer, consultant or full
time employee of the Corporation or any Subsidiary;
2.5 "Market Price" at any date in respect of Shares shall be the closing
price of such Shares on The Alberta Stock Exchange (or on such stock
exchange on which such Shares are listed and posted for trading) on the
last Business Day preceding the date on which the Option is approved.
In the event that such Shares did not trade on such Business Day, the
Market Price shall be the average of the bid and ask prices in respect
of such Shares at the close trading on such date;
2.6 "Option" means an option to purchase Shares granted under the Plan;
2.7 "Option Price" means the price per share at which Shares may be
purchased under the Option, as the same may be adjusted from time to
time in accordance with Article VIII hereof;
2.8 "Optionee" means a person to whom an Option has been granted;
2.9 "Plan" means the Stock Option Plan, as embodie herein, as the same may
be amended or varied from time to time;
2.10 "Shares" means the common shares of the Corporation, or, in the event
of an adjustment contemplated by Article VIII hereof, such other shares
or securities to which an Optionee may be entitled upon the exercise of
an Option as a result of such adjustment; and
2.11 "Subsidiary" means any corporation that is a subsidiary of the
Corporation
ARTICLE III
Administration of the Plan
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3.1 The Plan shall be administered by the Board of Directors.
3.2 The Board shall have the power, where consistent with the general purpose
and intent of the Plan and subject to the specific provisions of the
Plan:
(a) to establish policies and to adopt rules and regulations for
carrying out the purposes, provisions and administration of the
Plan;
(b) to interpret and construe the Plan and to determine all questions
arising out of the Plan and any Option granted pursuant to the
Plan, and any such interpretation, construction or termination made
by the Committee shall be final, binding and conclusive for all
purposes;
(c) to determine to which Eligible Persons, Options are granted and to
grant Options;
(d) to determine the number of Shares covered by each Option;
(e) to determine the Option Price;
(f) to determine the time or times when Options will be granted and
exercisable;
(g) to determine if the Shares that are subject to an Options will be
subject to any restrictions upon the exercise of such Option; and
(h) to prescribe the form the instruments relating to the grant, exercise
and other terms of Options.
ARTICLE IV
Shares Subject to Plan
4.1 Options may be granted in respect of authorized and unissued Shares,
provided that the aggregate number of Shares of all classes reserved for
issuance under this Plan, subject to adjustment or increase of such
number pursuant to the provisions of Article VIII hereof, together with
any Shares reserved for issuance under any options for services or
employee stock purchase or stock option plans or any other plans, shall
not exceed 10% of the issued and outstanding Shares at the date of the
grant of the Option, or such greater number of Shares as may be
determined by the Board and approved by The Alberta Stock Exchange (or
any stock exchange on which the Shares are then listed) and any other
relevant regulatory authority. Shares in respect of which Options are not
exercised shall be available for subsequent Options under the Plan. No
fractional shares may be purchased or issued under the Plan.
ARTICLE V
Eligibility, Grant and Terms of Options
5.1 Options may be granted to directors, officers, full-time employees and
consultants of the Corporation or of any Subsidiary of the Corporation.
5.2 The Option Price on Shares that are the subject of any Option shall in no
circumstances be lower than the Market Price of the Shares at the date of
the grant of the Option, less the maximum discount permitted under the
by-laws and polices of The Alberta Stock Exchange (or any stock exchange
on which the Shares are then listed). In the event that the maximum
discounts permitted under the by-laws and policies of The Alberta Stock
Exchange (or any stock exchange on which the Shares are then listed)
should differ at any relevant time, the lower of the two figures shall
govern for the purposes of this section 5.2.
5.3 In no event may the term of an Option exceed five years from the date of
the grant of the Option.
5.4 The total number of Shares to be optioned to any Optionee under this Plan
together with any Shares reserved for issuance under options for services
and employee stock purchase plans or any other plans to such Optionee
shall not exceed 5% of the issued and outstanding Shares at the date of
the grant of the Option.
5.5 An Option is personal to the Optionee and is non-assignable.
ARTICLE VI
Termination of Employment; Death
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6.1 Subject to section 6.2 hereof and to any express resolution passed by the
Committee with respect to an Option, and all rights to purchase Shares
pursuant thereto, shall expire and terminate on the earlier of the expiry
date fixed for such option or ninety (90) days from the date of ceasing
to be a director, consultant or full-time employee of the Corporation or
of any Subsidiary of the Corporation (unless The Alberta Stock Exchange
consents in writing to a longer period) and shall be limited to the
number of shares purchasable by that person immediately prior to such
termination and that person shall have no right to purchase any other
shares. In no event shall an option or any part thereof be exercisable
after the date fixed in the option for its expiration.
6.2 Options shall not be affected by any change of employment of the Optionee
or by the Optionee ceasing to be a director where the Optionee continues
to be employed on a full-time basis by, or continues to be a director of,
the Corporation or any Subsidiary of the Corporation.
6.3 If, before the expiry of an Option in accordance with the terms thereof,
the employment of the Optionee by the Corporation or by any Subsidiary of
the Corporation shall terminate for any reason whatsoever other than
termination by the Corporation for cause, but including termination by
reason of the death of the Optionee, such Option may, subject to the
terms thereof and any other terms of the Plan, be exercised, if the
Optionee is deceased, by the legal personal representative(s) of the
estate of the Optionee during the first three months following the death
of the Optionee, or if he is alive, by the Optionee, at any time within
three months of the date of termination of the employment of the Optionee
(but in either case prior to the expiry of the Option in accordance with
the terms thereof), but only to the extent that the Optionee was entitled
to exercise such Option at the date of the termination of his employment.
ARTICLE VII
Exercise of Options
7.1 Subject to the provisions of the Plan, an Option may be exercised from
time to time by delivery to the Corporation at its registered office of a
written notice of exercise addressed to the Secretary of the Corporation
specifying the number of Shares with respect to which the Option is being
exercised and accompanied by payment in full of the Option Price of the
Shares to be purchased. Certificates for such Shares shall be issued and
delivered to the Optionee within a reasonable time following the receipt
of such notice and payment.
7.2 Notwithstanding any of the provisions contained in the Plan or in any
Option, the Corporation's obligation to issue Shares to an Optionee
pursuant to the exercise of an Option shall be subject to:
(a) completion of such registration or other qualification of such Shares
or obtaining approval of such governmental authority as the
Corporation shall determine to be necessary or advisable in
connection with the authorization, issuance or sale thereof;
(b) the admission of such Shares to listing on any stock exchange on
which the Shares may then be listed; and
(c) the receipt from the Optionee of such representations, agreements and
undertakings, including as to future dealings in such Shares, as the
Corporation or its counsel 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, to the extent necessary, take
all reasonable steps to obtain such approvals, registrations and
qualifications as may be necessary for the issuance of such Shares in
compliance with applicable securities laws and for the listing of such
Shares on any stock exchange on which the Shares are then listed.
ARTICLE VIII
Certain Adjustments
8.1 Appropriate adjustments in the number of Shares subject to the Plan, and as
regards Options granted or to be granted, in the number of Shares optioned and
in the Option Price, shall be made by the Board to give effect to adjustments in
the number of Shares of the Corporation resulting from subdivisions,
consolidations or reclassifications of the Shares of the Corporation, the
payment of stock dividends by the Corporation (other than dividends in the
ordinary course) or other relevant changes in the capital stock of the
Corporation.
ARTICLE IX
Amendment or Discontinuance of Plan
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9.1 The Board may amend or discontinue the Plan at any time; provided, however,
that no such amendment may increase the maximum number of Shares that may be
optioned under the Plan, change the manner of determining the minimum Option
Price or, without the consent of the Optionee, alter or impair any Option
previously granted to an Optionee under the Plan.
ARTICLE X
Miscellaneous Provisions
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10.1 The holder of an Option shall not have any rights as a shareholder of the
Corporation with respect to any of the 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 Shares in respect of which the Option is being exercised)
and the Corporation shall issue such Shares to the Optionee in accordance
with the terms of the Plan in those circumstances.
10.2 Nothing in the Plan or any Option shall confer upon any Optionee any
right to continue in the employ of the Corporation or any Subsidiary of
the Corporation or affect in any way the right of the Corporation or any
such 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 such Subsidiary to extend the employment of any Optionee beyond
the time that he would normally be retired pursuant to the provisions of
any present or future retirement plan of the Corporation or any
Subsidiary or any present or future retirement policy 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.
10.3 References herein to any gender include all genders.
ARTICLE XI
Shareholder and Regulatory Approval
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11.1 The Plan shall be subject to the approval of the shareholders of the
Corporation to be given by a resolution passed at a meeting of the
shareholders of the Corporation, and to acceptance by The Alberta Stock
Exchange (or any stock exchange on which the Shares are then listed). Any
Options granted prior to such approval and acceptance shall be
conditional upon such approval and acceptance being given and no such
Options may be exercised unless and until such approval and acceptance is
given.