EXHIBIT 4.16
STOCK OPTION PLAN
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TRIMARK ENERGY LTD.
STOCK OPTION PLAN
February 12, 2004
Approved by the Board of
Directors on February 12, 2004.
Approved by the
Shareholders on February 12, 2004.
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TABLE OF CONTENTS
Page
ARTICLE 1 DEFINITIONS AND INTERPRETATION.......................................1
1.1 Definitions...........................................................1
1.2 Choice of Law.........................................................3
1.3 Headings..............................................................3
1.4 Effective Date........................................................3
ARTICLE 2 PURPOSE AND PARTICIPATION............................................4
2.1 Purpose of Plan.......................................................4
2.2 Participation in Plan.................................................4
2.3 Notification of Award.................................................4
2.4 Copy of Plan..........................................................4
2.5 Limitation ...........................................................4
2.6 Representations of the Company........................................4
ARTICLE 3 TERMS AND CONDITIONS OF OPTIONS......................................4
3.1 Board to Issue Shares.................................................4
3.2 Number of Shares......................................................4
3.3 Term of Option........................................................5
3.4 Termination of Option.................................................5
3.5 Exercise Price .......................................................6
3.6 Additional Terms......................................................6
3.7 Non-Assignment of Options.............................................7
3.8 Adjustments...........................................................7
3.9 Tier 2 TSX Venture Exchange...........................................7
ARTICLE 4 TRANSFERABILITY OF OPTIONS...........................................7
4.1 Non-transferable......................................................7
4.2 Death of Optionee.....................................................7
4.3 Disability of Optionee................................................7
4.4 Disability and Death of Optionee......................................7
4.5 Unanimous Agreement...................................................8
4.6 Deemed Non-Interruption of Employment.................................8
ARTICLE 5 EXERCISE OF OPTION...................................................8
5.1 Exercise of Option....................................................8
5.2 Issue of Share Certificates...........................................8
5.3 Condition of Issue....................................................8
ARTICLE 6 ADMINISTRATION.......................................................8
6.1 Board or Committee....................................................8
6.2 Appointment of Committee..............................................8
6.3 Quorum and Voting.....................................................9
6.4 Powers of Committee...................................................9
6.5 Obtain Regulatory Approvals...........................................9
6.6 Administration by Committee...........................................9
6.7 Interpretation.......................................................10
ARTICLE 7 AMENDMENT AND TERMINATION...........................................10
7.1 Amendment of Plan....................................................10
7.2 Retrospective Amendment of Options...................................10
7.3 Approvals............................................................10
7.4 Termination..........................................................10
7.5 Agreement............................................................10
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STOCK OPTION PLAN
ARTICLE 1
DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS
As used herein, unless there is something in the subject matter or context
inconsistent therewith, the following terms shall have the meanings set forth
below:
(a) "Administrator" means, initially, the secretary of the Company and
thereafter shall mean such Director or Employee of the Company as may
be designated as Administrator by the Board from time to time.
(b) "Affiliate" means a parent corporation or a subsidiary corporation of
the Company.
(c) "Associates" means, where used to indicate a relationship with any
person:
(i) any relative, including the spouse of that person or a
relative of that person's spouse, where the relative has the
same home as the person;
(ii) any partner, other than a limited partner, of that person;
(iii) any trust or estate in which such person has a substantial
beneficial interest or as to which such person serves as
trustee or in a similar capacity; and
(iv) any corporation of which such person beneficially owns or
controls, directly or indirectly, voting securities carrying
more than 10% of the voting rights attached to all outstanding
voting securities of the corporation.
(d) "Award Date" means the date on which the Board awards a particular
Option.
(e) "Board" means the board of directors of the Company.
(f) "Change of Control" means an occurrence when either:
(i) a person (meaning a natural person, company, government, or
political subdivision or agency of a government; and where two
or more persons act as a partnership, limited partnership,
syndicate or other group for the purpose of acquiring, holding
or disposing of securities of an issuer, such syndicate or
group shall be deemed to be a person) other than the current
control person of the Company, (as that term is defined in the
Securities Act (British Columbia)), becomes a control person
of the Company; or
(ii) a majority of the directors elected at any annual or
extraordinary general meeting of shareholders of the Company
are not individuals nominated by the Company's then-incumbent
Board.
(g) "Committee" means a committee of the Board appointed in accordance with
the Plan or if no such committee is appointed, the Board itself.
(h) "Company" means Trimark Energy Ltd.
(i) "Consultant" means an individual or corporation who:
(i) is engaged to provide, on a bona fide basis, consulting,
technical, management or other services to the Company or any
Affiliate of the Company, other than services provided in
relation to a distribution and other than the services of a
"registrant" (as that term is described in the Securities Act
(British Columbia)) or "investor relations activities"(as that
term is defined by TSX Venture Exchange);
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(ii) provides the services under a written contract between the
Company or Affiliate of the Company and the Person; and
(iii) in the reasonable opinion of the Company, spends or will spend
a significant amount of time and attention on the affairs and
business of the Company or an Affiliate of the Company,
and includes an RRSP or RRIF established by or for the individual under
which he or she is the beneficiary.
(j) "Corporation" means a corporation, incorporated association or
organization, body corporate, partnership, trust, association or other
entity.
(k) "Director" means any individual holding the office of director or
senior officer of the Company or any subsidiary of the Company, and
includes:
(i) any corporation wholly-owned by such individual; or
(ii) any RRSP or RRIF established by or for such individual under
which he or she is the beneficiary.
(l) "Employee" means:
(i) any individual who works full-time for the Company or any
subsidiary of the Company and such other individuals, such as
"service providers" (as that term is defined by the TSE) as
may, from time to time, be permitted by the rules and policies
of the applicable Regula tory Authorities to be granted
options as employees or as an equivalent thereto; or
individual who works full-time or part-time for the Company or
any Subsidiary and such other individuals as may, from time to
time, be permitted by applicable Regulatory Rules to be
granted Options as employees or as an equivalent thereto; or
(ii) an individual who works for the Company or any Subsidiary of
the Company either full-time or on a continuing and regular
basis for a minimum amount of time per week providing services
normally provided by an employee and who is subject to the
same control and direction by the Company over the details and
methods of work as an employee of the Company, but for whom
income tax deductions are not made at source,
and includes:
(iii) any corporation wholly-owned by such individual; and
(iv) any RRSP or RRIF established by or for such individual under
which he or she is the beneficiary.
(m) "Exercise Notice" means the notice respecting the exercise of an
Option, in the form set out as Schedule "B" hereto, duly executed by
the Option Holder.
(n) "Exercise Period" means the period during which a particular Option may
be exercised and is the period from and including the Award Date
through to and including the ExpiryDate.
(o) "Exercise Price" means the price at which an Option may be exercised as
determined in accordance with paragraph 3.5.
(p) "Expiry Date" means the date determined in accordance with paragraph
3.3 and after which a particular Option cannot be exercised.
(q) "Market Value" means the market value of the Company's Shares as
determined in accordance with paragraph 3.5.
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(r) "Management Company Employee" means an individual employed by a
Corporation providing management services to the Company, which are
required for the ongoing successful operation of the business
enterprise of the Company, but excluding a Corporation engaged in
"investor relations activities" (as that term is defined by TSX Venture
Exchange).
(s) "Option" means an option to acquire Shares, awarded to a Director or
Employee pursuant to the Plan.
(t) "Option Certificate" means the certificate, in the form set out as
Schedule "A" hereto, evidencing an Option.
(u) "Option Holder" means a Director or Employee, or former Director or
Employee, who holds an unexercised and unexpired Option or, where
applicable, the Personal Representative of such person.
(v) "Outstanding Issue" is determined on the basis of the number of Shares
that are outstanding (on a non-diluted basis) immediately prior to the
share issuance or grant of Option in question.
(w) "Plan" means this stock option plan.
(x) "Personal Representative" means:
(i) in the case of a deceased Option Holder, the executor or
administrator of the deceased duly appointed by a court or
public authority having jurisdiction to do so; and
(ii) in the case of an Option Holder who for any reason is unable
to manage his or her affairs, the person entitled by law to
act on behalf of such Option Holder.
(y) "Regulatory Authorities" means stock exchanges and other organized
trading facilities on which the Company's Shares are listed, and all
securities commissions or similar securities regulatory bodies having
jurisdiction over the Company.
(z) "Share" or "Shares" means, as the case may be, one or more common
shares without par value in the capital stock of the Company.
1.2 CHOICE OF LAW
The Plan is established under, and the provisions of the Plan shall be subject
to and interpreted and construed in accordance with, the laws of the Province of
British Columbia.
1.3 HEADINGS
The headings used herein are for convenience only and are not to affect the
interpretation of the Plan.
1.4 EFFECTIVE DATE
The Plan will become effective on the date it is approved by the shareholders of
the Company or such later date as may be determined by the Board.
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ARTICLE 2
PURPOSE AND PARTICIPATION
2.1 PURPOSE
The purpose of the Plan is to provide the Company with a share-related mechanism
to attract, retain and motivate qualified Directors, Employees, Consultants and
Management Company Employees, to reward such of those Directors, Employees,
Consultants and Management Company Employees as may be awarded Options under the
Plan by the Board from time to time for their contributions toward the long term
goals of the Company and to enable and encourage such Directors, Employees,
Consultants and Management Company Employees to acquire Shares as long term
investments.
2.2 PARTICIPATION
The Board shall, from time to time and in its sole discretion, determine those
Directors and Employees, if any, to whom Options are to be awarded. The Board
may, in its sole discretion, grant the majority of the Options to insiders of
the Company. However, in no case will an Option Holder be granted an Option
where the number of Shares that may be purchased pursuant to that Option exceed,
when added to the number of Shares available for purchase pursuant to Options
previously granted to the Option Holder which remain exercisable, 5% of the
Company's issued and outstanding share capital as of the Award Date of the
Option being granted. The aggregate number of Options granted to any Consultants
of the Company must not exceed 2% of the Company's issued and outstanding share
capital as of the Award Date of the Option being granted, unless the TSX Venture
Exchange permits otherwise. The aggregate number of Options granted to persons
employed in "investor relations activities" (as that term is defined by TSX
Venture Exchange) must not exceed 2% of the Company's issued and outstanding
share capital as of the Award Date of the Option being granted, unless the TSX
Venture Exchange permits otherwise.
2.3 NOTIFICATION OF AWARD
Following the approval by the Board of the awarding of an Option, the
Administrator shall notify the Option Holder in writing of the award and shall
enclose with such notice the Option Certificate representing the Option so
awarded.
2.4 COPY OF PLAN
Each Option Holder, concurrently with the notice of the award of the Option,
shall be provided with a copy of the Plan. A copy of any amendment to the Plan
shall be promptly provided by the Administrator to each Option Holder.
2.5 LIMITATION
The Plan does not give any Option Holder that is a Director the right to serve
or continue to serve as a Director nor does it give any Option Holder that is an
Employee, Consultant or Managmeent Company Employee the right to be or to
continue to be employed or engaged by the Company or any subsidiary of the
Company.
2.6 REPRESENTATIONS OF THE COMPANY
As a condition precedent to the issuance of an Option, the Company must be able
to represent as of the Award Date that the Option Holder is a bona fide
Director, Employee, Consultant or Managmeent Company Employee of the Company or
a subsidiaryof the Company.
ARTICLE 3
TERMS AND CONDITIONS OF OPTIONS
3.1 BOARD TO ISSUE SHARES
The Shares to be issued to Option Holders upon the exercise of Options, shall be
unathorized and unissued Shares the issuance of which shall have been authorized
by the Board.
3.2 NUMBER OF SHARES
Subject to adjustment as provided for in paragraph 3.8 of this Plan, the number
of Shares which will be available for
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purchase pursuant to Options granted pursuant to this Plan will be that number
of Shares which is 10% of the issued and outstanding shares of the Company from
time to time. All stock options of the Company outstanding as of the Effective
Date shall be deemed to be Options outstanding under this Plan. If any Option
expires or otherwise terminates for any reason without having been exercised in
full, the number of Shares in respect of which Option expired or terminated
shall again be available for the purposes of granting Options pursuant to this
Plan.
3.3 TERM OF OPTION
Subject to paragraph 3.4, the Expiry Date of an Option shall be the date so
fixed by the Board at the time the particular Option is awarded, provided that
such date shall be no later than the fifth anniversary of the Award Date of such
Option.
3.4 TERMINATION OF OPTION
Subject to such other terms or conditions that may be attached to Options
granted hereunder, an Option Holder may exercise an Option in whole or in part
at any time and from time to time during the Exercise Period. Any Option or part
thereof not exercised within the Exercise Period shall terminate and become
null, void and of no effect as of 5:00 p.m. local time in Vancouver, British
Columbia on the Expiry Date. The Expiry Date of an Option shall be the earlier
of the date so fixed by the Board at the time the Option is awarded and the date
established, if applicable, in sub-paragraphs (a) to (c) below:
(a) Death
In the event that the Option Holder should die while he or she
is still a Director (if he or she holds his or her Option as
Director) or Employee (if he or she holds his or her Option as
Employee), the Expiry Date shall be the first anniversary of
the Option Holder's date of death; or
(b) Ceasing to Hold Office
In the event that the Option Holder holds his or her Option as
a Director and such Option Holder ceases to be a Director
other than by reason of death, the Expiry Date of the Option
shall be, unless otherwise provided for in the Option
Certificate, the 90th day following the date the Option Holder
ceases to be a Director unless the Option Holder ceases to be
a Director as a result of:
(i) ceasing to meet the qualifications set forth in
section 114 of the Company Act, R.S.B.C. 1996, c.62;
or
(ii) a special resolution having been passed by the
shareholders of the Company removing the Option
Holder as a director of the Company or any subsidiary
of the Company; or
(iii) an order made by any Regulatory Authority having
jurisdiction to so order; in which case the Expiry
Date shall be the date the Option Holder ceases to be
a Director.
(c) Ceasing to be Employed
In the event that the Option Holder holds his or her Option as
an Employee, Consultant or Management Company Employee and
such Option Holder ceases to be an Employee, Consultant or
Management Company Employee other than by reason of death, the
Expiry Date of the Option shall be the 90th day following the
date the Option Holder ceases to be an Employee, Consultant or
Management Company Employee, unless the Option Holder ceases
to be an Employee, Consultant or Management Company Employee
as a result of:
(i) termination for cause;
(ii) resigning his or her position; or
(iii) an order made by any Regulatory Authority having
jurisdiction to so order;
in which case the Expiry Date shall be the date the Option
Holder ceases to be an Employee,
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Consultant or Management Company Employee.
Notwithstanding anything else contained herein, in no case will an Option be
exercisable later than the fifth anniversary of the Award Date of the Option.
3.5 EXERCISE PRICE
The price at which an Option Holder may purchase a Share upon the exercise of an
Option shall be as set forth in the Option Certificate issued in respect of such
Option and in any event shall not be less than the Market Value of the Company's
Shares as of the Award Date. The Market Value of the Company's Shares for a
particular Award Date shall be determined as follows:
(a) for each organized trading facility on which the Shares are
listed, Market Value will be the closing trading price of the
Shares on the day immediately preceding the Award Date
provided that if the Shares are traded on TSX Venture
Exchange, the minimum Market Value in all cases will not be
less than the Market Value on the TSX Venture Exchange, less
the discount set forth below, subject to a minimum Market
Value of $0.10:
Closing Price Discount
------------- --------
up to $0.50 25%
$0.51 to $2.00 20%
above $2.00 15%
(b) if the Company's Shares are listed on one or more organized
trading facilities but have not tradedduring the ten trading
day period immediately preceding the Award Date, then the
Market Value will be, subject to the necessary approvals of
the applicable Regulatory Authorities, such value as is
determined by resolution of the Board; and
(c) if the Company's Shares are not listed on any organized
trading facility, then the Market Value will be, subject to
the necessary approvals of the applicable Regulatory
Authorities, such value as is determined by a resolution of
the Board.
Notwithstanding anything else contained herein, in no case will the Market Value
be less than the minimum prescribed by each of the organized trading facilities
that would apply to the Company on the Award Date in question.
3.6 ADDITIONAL TERMS
Subject to all applicable securities laws and regulations and the rules and
policies of all applicable Regulatory Authorities, the Board may attach other
terms and conditions to the grant of a particular Option, such terms and
conditions to be referred to in a schedule attached to the Option Certificate.
These terms and conditions may include, but are not necessarily limited to, the
following:
(a) providing that an Option expires on a date earlier than as
provided for herein;
(b) providing that a portion or portions of an Option vest after
certain periods of time or upon the occurrence of certain
events, or expire after certain periods of time or upon the
occurrence of certain events;
(c) providing that options issued to Consultants performing
Investor Relations Activities must vest in stages over 12
months with no more than of the options vesting in any three
month period; and
(d) providing that an Option be exercisable immediately, in full,
notwithstanding that it has vesting provisions, upon the
occurrence of certain events, such as a friendly or hostile
takeover bid for the Company.
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3.7 NON-ASSIGNMENT OF OPTIONS
Options may not be assigned or transferred, provided however that the Personal
Representative of an Option Holder may, to the extent permitted by paragraph
4.1, exercise the Option within the Exercise Period.
3.8 ADJUSTMENTS
If prior to the complete exercise of any Option, the Shares are consolidated,
subdivided, converted, exchanged or reclassified or in any way substituted for
(collectively the "Event"), an Option, to the extent that it has not been
exercised, shall be adjusted by the Board in accordance with such Event in the
manner the Board deems appropriate. No fractional Shares shall be issued upon
the exercise of the Options and accordingly, if as a result of the Event, an
Option Holder would become entitled to a fractional Share, such Option Holder
shall have the right to purchase only the next lowest whole number of Shares and
no payment or other adjustment will be made with respect to the fractional
interest so disregarded.
3.9 TIER 2 TSXV VENTURE EXCHANGE
While the Company is categorized as a Tier 2 issuer on the TSX Venture Exchange,
the following additional provisions shall apply to the Plan and all Options
thereunder:
(a) with respect to paragraph 3.3, the Expiry Date of an Option
shall be no later than the fifth anniversary of the Award Date
of such Option;
(b) an Option Holder may receive awards of no more than 5% of the
issued and outstanding sharecapital of the Company in a one
year period; and
(c) with respect to subparagraph 3.4(c), the Expiry Date of an
Option granted to an Employee who is engaged in "investor
relations activities" (as that term is defined by TSX Venture
Exchange) must be reduced from the 90th day following the date
the Option Holder ceases to be an Employee as set out in
subparagraph 3.4(c) to the 30th day, with all other provisions
of the paragraph remaining the same.
ARTICLE 4
TRANSFERABILITY OF OPTIONS
4.1 NON-TRANSFERABLE
Except as provided otherwise in this Article 4, Options are non-assignable and
non-transferable.
4.2 DEATH OF OPTIONEE
If the employment of an Optionee as an employee or consultant of the Company, or
the position of an Optionee as a director of the Company, terminates as a result
of his or her death, any Options held by such Optionee shall pass to the
Qualified Successor of the Optionee, and shall be exercisable by the Qualified
Successor for a period of 12 months following such death.
4.3 DISABILITY OF OPTIONEE
If the employment of an Optionee as an employee or consultant of the Company, or
the position of an Optionee as a director of the Company, is terminated by the
Company by reason of such Optionee's Disability, any Option held by such
Optionee that could have been exercised immediately prior to such termination of
employment shall be exercisable by such Optionee, or by his Guardian, for a
period of one year following the termination of employment of such Optionee.
4.4 DISABILITY AND DEATH OF OPTIONEE
If an Optionee who has ceased to be employed by the Company by reason of such
Optionee's Disability dies within six months after the termination of such
employment, any Option held by such Optionee that could have been exercised
immediately prior to his or her death shall pass to the Qualified Successor of
such Optionee, and shall be exercisable
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by the Qualified Successor for a period of 12 months following the death of such
Optionee.
4.5 UNANIMOUS AGREEMENT
If two or more persons constitute the Qualified Successor or the Guardian of an
Optionee, the rights of such Qualified Successor or such Guardian shall be
exercisable only upon the unanimous agreement of such persons.
4.4 DEEMED NON-INTERRUPTION OF EMPLOYMENT
Employment shall be deemed to continue intact during any military or sick leave
or other bona fide leave of absence if the period of such leave does not exceed
90 days or, if longer, for so long as the Optionee's right to re-employment with
the Company is guaranteed either by statute or by contract. If the period of
such leave exceeds 90 days and the Optionee's re-employment is not so
guaranteed, then his or her employment shall be deemed to have terminated on the
ninety-first day of such leave.
ARTICLE 5
EXERCISE OF OPTION
5.1 EXERCISE OF OPTION
An Option may be exercised only by the Option Holder or the Personal
Representative of any Option Holder. An Option Holder or the Personal
Representative of any Option Holder may exercise an Option in whole or in part
at any time and from time to time during the Exercise Period up to 5:00 p.m.
local time in Vancouver, British Columbia on the Expiry Date by delivering to
the Administrator an Exercise Notice, the applicable Option Certificate and a
certified cheque or bank draft payable to the Company in an amount equal to the
aggregate Exercise Price of the Shares to be purchased pursuant to the exercise
of the Option.
5.2 ISSUE OF SHARE CERTIFICATES
As soon as practicable following the receipt of the Exercise Notice, the
Administrator shall cause to be delivered to the Option Holder a certificate for
the Shares so purchased. If the number of Shares so purchased is less than the
number of Shares subject to the Option Certificate surrendered, the
Administrator shall forward a new Option Certificate to the Option Holder
concurrently with delivery of the Share Certificate for the balance of Shares
available under the Option.
5.3 CONDITION OF ISSUE
The Options and the issue of Shares by the Company pursuant to the exercise of
Options are subject to the terms and conditions of this Plan and compliance with
the rules and policies of all applicable Regulatory Authorities to the granting
of such Options and to the issuance and distribution of such Shares, and to all
applicable securities laws and regulations. The Option Holder agrees to comply
with all such laws, regulations, rules and policies and agrees to furnish to the
Company any information, reports or undertakings required to comply with, and to
fully co-operate with, the Company in complying with such laws, regulations,
rules and policies.
ARTICLE 6
ADMINISTRATION
6.1 BOARD OR COMMITTEE
The Plan shall be administered by the Board, or by a Committee of the Board
appointed in accordance with paragraph 6.2 below.
6.2 APPOINTMENT OF COMMITTEE
The Board may at any time appoint a Committee, consisting of not less than two
of its members, to administer the Plan on behalf of the Board in accordance with
such terms and conditions as the Board may prescribe, consistent with this Plan.
Once appointed, the Committee shall continue to serve until otherwise directed
by the Board. From time to time, the Board may increase the size of the
Committee and appoint additional members, remove members (with or without cause)
and appoint new members in their place, fill vacancies however caused, or remove
all members of the Committee
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and thereafter directly administer the Plan.
6.3 QUORUM AND VOTING
A majority of the members of the Committee shall constitute a quorum and,
subject to the limitations in this Article 6, all actions of the Committee shall
require the affirmative vote of members who constitute a majority of such
quorum. Members of the Committee may vote on any matters affecting the
administration of the Plan or the grant of Options pursuant to the Plan, except
that no such member shall act upon the granting of an Option to himself (but any
such member may be counted in determining the existence of a quorum at any
meeting of the Committee during which action is taken with respect to the
granting of Options to him).
6.4 POWERS OF COMMITTEE
Any Committee appointed under paragrph 6.2 above shall have the authority to do
the following:
(a) administer the Plan in accordance with its express terms;
(b) determine all questions arising in connection with the
administration, interpretation and application of the Plan,
including all questions relating to the value of the Shares;
(c) correct any defect, supply any information, or reconcile any
inconsistency in the Plan in such manner and to such extent as
shall be deemed necessary or advisable to carry out the
purposes of the Plan;
(d) prescribe, amend, and rescind rules and regulations relating
to the administration of the Plan;
(e) determine the duration and purposes of leaves of absence from
employment which may be granted to Option Holders without
constituting a termination of employment for purposes of the
Plan;
(f) do the following with respect to the granting of Options:
(i) determine the Directos, Employees, Consultants or
Management Company Employees to whom Options shall be
granted, based on the eligibility criteria set out in
this Plan;
(ii) determine the terms and provisions of the Option
Agreement to be entered into with any Option Holder
(which need not be identical with the terms of any
other Option Agreement);
(iii) amend the terms and provisions of Option Agreements,
provided the Committee obtaines:
A. the consent of the Option Holder; and
B. the approval of any organized trading
facility on which the Company is listed,
(iv) determine when Options shall be granted; and
(v) determine the number of Shares subject to each
Option;
(g) make all other determinations necessary or advisable for the
administration of the Plan.
6.5 OBTAIN REGULATORY APPORVAL
In administering this Plan, the Committee will obtain any regulatory approvals
which may be required pursuant to applicable securities laws or the rules of any
organized trading facility on which the Shares are listed.
6.6 ADMINISTRATION BY COMMITTEE
All determinations made by the Committee in good faith on matters referred to in
paragraph 5.4 shall be final, conclusive, and binding upon all persons. The
Committee shall have all powers necessary or appropriate to accomplish its
duties under this Plan. In addition, the Committee's administration of the Plan
shall in all respects be consistent with
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the policies and rules of any stock exchange or organized trading facility on
which the Shares are listed.
6.7 INTERPRETATION
The interpretation by the Board of any of the provisions of the Plan and
determination by it pursuant thereto shall be final, conclusive and binding and
shall not be subject to dispute by any Option Holder. No member of the Board or
any person acting pursuant to authority delegated by it hereunder shall be
personally liable for any action or determination in connection with the Plan
made or taken in good faith and each member of the Board and each such person
shall be entitled to indemnification with respect to any such action or
determination in the manner provided for by the Company.
ARTICLE 7
AMENDMENT AND TERMINATION
7.1 AMENDMENT OF PLAN
The Board or Committee may from time to time prospectively or retrospectively
amend the Plan and the terms and conditions of any Option thereafter to be
granted and, without limiting the generality of the foregoing, may make such
amendment for the purpose of meeting any changes in any relevant law, rule or
regulation applicable to the Plan, any Option or the Shares, or for any other
purpose which may be permitted by all relevant laws, regulations, rules and
policies provided always that any such amendment shall not alter the terms or
conditions of any Option or impair any right of any Option Holder pursuant to
any Option awarded prior to such amendment. Within 12 months either before or
after the adoption of such amendment by the Board or Committee, the approval of
the majority of the votes cast at a meeting of the holders of Shares of the
Company, must be obtained where such amendment:
(a) increases the aggregate number of Shares which may be issued
under the Plan;
(b) materially modifies the requirements as to eligibility for
participation in the Plan; or
(c) materially increases the benefits accruing to Option Holders
under the Plan.
7.2 RETROSPECTIVE AMENDMENT OF OPITON
The Board may from time to time, in accordance with TSX Venture Exchange
policies and with the consent of the affected Option Holders, retrospectively
amend the terms and conditions of any Options which have been previously
granted. Any amendment to reduce the Exercise Price of an Option awarded to an
"insider" of the Company (as that term is defined in the Securities Act (British
Columbia)) must be approved by the shareholders of the Company, except that no
such insider shall act upon the granting of an Option to himself (but any such
insider may be counted in determining the existence of a quorum at any meeting
of the shareholders during which action is taken with respect to the granting of
Options to him).
7.3 APPROVALS
This Plan and any amendment to the Plan that requires it pursuant to TSX Venture
Exchange policies, must be approved by a majority of the votes cast at a meeting
of the holders of Shares of the Company, other than votes attaching to Shares
beneficially owned by insiders of the Company (as that term is defined in the
Securities Act (British Columbia)) and their Associates.
7.4 TERMINATION
The Board may terminate the Plan at any time provided that such termination
shall not alter the terms or conditions of any Option or impair any right of any
Option Holder pursuant to any Option awarded prior to the date of such
termination which shall continue to be governed by the provisions of the Plan.
7.5 AGREEMENT
The Company and every Option awarded hereunder shall be bound by and subject to
the terms and conditions of this Plan. By accepting an Option granted hereunder,
the Option Holder has expressly agreed with the Company to be bound by the terms
and conditions of this Plan.
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SCHEDULE "A"
Without prior written approval of the TSX Venture Exchange and compliance with
all applicable securities legislation, the securities represented by this
certificate and the underlying common shares of the Company may not be sold,
transferred, hypothecated or otherwise traded in Canada or to or for the benefit
of a Canadian resident until ____[insert date four months from Award Date].
TRIMARK RESOURCES LTD.
STOCK OPTION PLAN
OPTION CERTIFICATE
This Certificate is issued pursuant to the provisions of the Stock Option Plan
(the "Plan") of Trimark Resources Ltd. (the "Company") and evidences that[Name
of Option Holder] is the holder (the "Option Holder") of an option (the
"Option") to purchase up to _______ common shares (the "Shares") in the capital
stock of the Company at a purchase price of Cdn.$_____ per Share. Subject to the
provisions of the Plan:
(a) the Award Date of this Option is ______, 200__; and
(b) the Expiry Date of this Option is ______, 200__.
This Option may be exercised at any time and from time to time from and
inclduing the Award Date through to and inclduing up to 5:00 pm local time in
Vancouver, British Columbia on the Expiry Date by delivery tothe Administrator
of the Plan, an Exercise Notice, in the form provided in the Plan, together with
this Certificate and a certified cheque or bank draft payable to the Company in
an amount equal to the aggregate of the Exercise Price of the Shares in respect
of which this Option is being exercised.
This Certificate and the Option evidenced hereby is not assignable, transferable
or negotiable and is subject to the detailed terms and conditions contained in
the Plan. This Certificate is issued for convenience only and in the case of any
dispute with regard to any matter in respect hereof, the provisions of the Plan
and the records of the Company shall prevail.
This Option is also subject to the terms and conditions contained in the
schedules, if any, attached hereto.
The foregoing opiton has been awarded this _____ day of ________, 200__.
TRIMARK RESOURCES LTD.
Per:
---------------------------
_____________, Administrator,
Stock Option Plan
The Option Holder acknowledges receipt of a copy of the Plan and represents that
the Option Holder is familiar with the terms and provisions of the Plan, and
hereby accepts this Option subject to all of the terms and conditions of the
Plan. The Option Holder agrees to execute, deliver, file and otherwise assist
the Company in filing any report, undertaking or document with respect to the
awarding of the Option and exercise of the Option, as may be required by the
Regulatory Authorities. The Option Holder further acknowledges that if the Plan
has not been approved by the shareholders of the Company on the Award Date, this
Option is not exercisable until such approval has been obtained.
Optionee:
______________________________ Date signed:_________________________
Signature
______________________________
Print Name
______________________________
Address
______________________________
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OPTION CERTIFICATE - SCHEDULE
The additional terms and conditions attached to the Option represented by this
Option Certificate are as follows:
1.
2.
3.
4.
5.
TRIMARK RESOURCES LTD.
Per:
---------------------------
_____________, Administrator,
Stock Option Plan
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SCHEDULE "B"
TRIMARK RESOURCES LTD.
STOCK OPTION PLAN
NOTICE OF EXERCISE OF OPTION
TO: The Administrator, Stock Option Plan
TRIMARK RESOURCES LTD.
Suite 1305, 1090 West Georgia Street
Vancouver, BC V6E 3V7
(or such other address as the Company may advise)
The undersigned hereby irrevocably gives notice, pursuant to the Stock Option
Plan (the "Plan") of Trimark Resources Ltd. (the "Company"), of the exercise of
the Option to acquire and hereby subscribes for (cross out inapplicable item):
(a) all of the Shares; or
(b) __________________ of the Shares;
which are the subject of the Option Certificate attached hereto.
The undersigned tenders herewith a certified cheque or bank draft (circle one)
payable to "Trimark Resources Ltd." in an amount equal to the aggregate Exercise
Price of the aforesaid Shares and directs the Company to issue the certificate
evidencing said Shares in the name of the undersigned to be mailed to the
undersigned at the following address.
___________________________________
___________________________________
___________________________________
___________________________________
DATED the _________ day of __________________, 20____.
-----------------------------------
Signature of Option Holder
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