Exhibit 10.1
FIRST AMERICAN SILVER CORP.
2011 STOCK OPTION PLAN
This 2011 Stock Option Plan (the "Plan") provides for the grant of options
to acquire common shares (the "Common Shares") in the capital of First American
Silver Corp., a corporation formed under the laws of the State of Nevada (the
"Corporation"). Stock options granted under this Plan that qualify under Section
422 of the Internal Revenue Code of 1986, as amended (the "Code") are referred
to in this Plan as "Incentive Stock Options" and stock options that do not
qualify under Section 422 of the Code are referred to as "Non-Qualified Stock
Options". Incentive Stock Options and Non-Qualified Stock Options granted under
this Plan are collectively referred to as "Options".
1. PURPOSE
1.1 The purpose of this Plan is to retain the services of valued key employees
and consultants of the Corporation and such other persons as the Plan
Administrator shall select in accordance with Section 0 below, and to encourage
such persons to acquire a greater proprietary interest in the Corporation,
thereby strengthening their incentive to achieve the objectives of the
shareholders of the Corporation, and to serve as an aid and inducement in the
hiring of new employees and to provide an equity incentive to consultants and
other persons selected by the Plan Administrator.
1.2 This Plan shall at all times be subject to all legal requirements relating
to the administration of stock option plans, if any, under applicable corporate
laws, applicable United States federal and state securities laws, the Code, the
rules of any applicable stock exchange or stock quotation system, and the rules
of any foreign jurisdiction applicable to Options granted to residents therein
(collectively, the "Applicable Laws").
2. ADMINISTRATION
2.1 This Plan shall be administered initially by the Board of Directors of the
Corporation (the "Board"), except that the Board may, in its discretion,
establish a committee composed of two (2) or more members of the Board or two
(2) or more other persons to administer the Plan, which committee (the
"Committee") may be an executive, compensation or other committee, including a
separate committee especially created for this purpose. The Board or, if
applicable, the Committee is referred to herein as the "Plan Administrator".
2.2 If and so long as the Common Stock is registered under Section 12(b) or
12(g) of the SECURITIES EXCHANGE ACT of 1934, as amended (the "Exchange Act")
and the Corporation wishes to grant Incentive Stock Options, then the Board
shall consider in selecting the Plan Administrator and the membership of any
Committee, with respect to any persons subject or likely to become subject to
Section 16 of the Exchange Act, the provisions regarding (a) "outside directors"
as contemplated by Section 162(m) of the Code, and (b) "Non-Employee Directors"
as contemplated by Rule 16b-3 under the Exchange Act.
2.3 The Committee shall have the powers and authority vested in the Board
hereunder (including the power and authority to interpret any provision of the
Plan or of any Option). The members of any such Committee shall serve at the
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pleasure of the Board. A majority of the members of the Committee shall
constitute a quorum, and all actions of the Committee shall be taken by a
majority of the members present. Any action may be taken by a written instrument
signed by all of the members of the Committee and any action so taken shall be
fully effective as if it had been taken at a meeting.
2.4 Subject to the provisions of this Plan and any Applicable Laws, and with a
view to effecting the purpose of the Plan, the Plan Administrator shall have
sole authority, in its absolute discretion, to:
(a) construe and interpret this Plan;
(b) define the terms used in the Plan;
(c) prescribe, amend and rescind the rules and regulations relating to
this Plan;
(d) correct any defect, supply any omission or reconcile any inconsistency
in this Plan;
(e) grant Options under this Plan;
(f) determine the individuals to whom Options shall be granted under this
Plan and whether the Option is granted as an Incentive Stock Option or
a Non-Qualified Stock Option;
(g) determine the time or times at which Options shall be granted under
this Plan;
(h) determine the number of Common Shares subject to each Option, the
exercise price of each Option, the duration of each Option and the
times at which each Option shall become exercisable;
(i) determine all other terms and conditions of the Options; and
(j) make all other determinations and interpretations necessary and
advisable for the administration of the Plan.
2.5 All decisions, determinations and interpretations made by the Plan
Administrator shall be binding and conclusive on all participants in the Plan
and on their legal representatives, heirs and beneficiaries.
3. ELIGIBILITY
3.1 Incentive Stock Options may be granted to any individual who, at the time
the Option is granted, is an employee of the Corporation or any Related
Corporation (as defined below) ("Employees").
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3.2 Non-Qualified Stock Options may be granted to Employees and to such other
persons who are not Employees as the Plan Administrator shall select, subject to
any Applicable Laws.
3.3 Options may be granted in substitution for outstanding Options of another
corporation in connection with the merger, consolidation, acquisition of
property or stock or other reorganization between such other corporation and the
Corporation or any subsidiary of the Corporation. Options also may be granted in
exchange for outstanding Options.
3.4 Any person to whom an Option is granted under this Plan is referred to as an
"Optionee". Any person who is the owner of an Option is referred to as a
"Holder".
3.5 As used in this Plan, the term "Related Corporation" shall mean any
corporation (other than the Corporation) that is a "Parent Corporation" of the
Corporation or "Subsidiary Corporation" of the Corporation, as those terms are
defined in Sections 424(e) and 424(f), respectively, of the Code (or any
successor provisions) and the regulations thereunder (as amended from time to
time).
4. STOCK
4.1 The Plan Administrator is authorized to grant Options to acquire up to a
total of 2,500,000 Common Shares. The number of Common Shares with respect to
which Options may be granted hereunder is subject to adjustment as set forth in
Section 0 hereof. In the event that any outstanding Option expires or is
terminated for any reason, the Common Shares allocable to the unexercised
portion of such Option may again be subject to an Option granted to the same
Optionee or to a different person eligible under Section 0 of this Plan;
provided however, that any cancelled Options will be counted against the maximum
number of shares with respect to which Options may be granted to any particular
person as set forth in Section 0 hereof.
5. TERMS AND CONDITIONS OF OPTIONS
5.1 Each Option granted under this Plan shall be evidenced by a written
agreement approved by the Plan Administrator (each, an "Agreement"). Agreements
may contain such provisions, not inconsistent with this Plan or any Applicable
Laws, as the Plan Administrator in its discretion may deem advisable. All
Options also shall comply with the following requirements:
(a) Number of Shares and Type of Option
Each Agreement shall state the number of Common Shares to which it
pertains and whether the Option is intended to be an Incentive Stock
Option or a Non-Qualified Stock Option; PROVIDED THAT:
(i) the number of Common Shares that may be reserved pursuant to the
exercise of Options granted to any person shall not exceed 5% of
the issued and outstanding Common Shares of the Corporation;
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(ii) in the absence of action to the contrary by the Plan
Administrator in connection with the grant of an Option, all
Options shall be Non-Qualified Stock Options;
(iii)the aggregate fair market value (determined at the Date of
Grant, as defined below) of the Common Shares with respect to
which Incentive Stock Options are exercisable for the first time
by the Optionee during any calendar year (granted under this Plan
and all other Incentive Stock Option plans of the Corporation, a
Related Corporation or a predecessor corporation) shall not
exceed U.S.$100,000, or such other limit as may be prescribed by
the Code as it may be amended from time to time (the "Annual
Limit"); and
(iv) any portion of an Option which exceeds the Annual Limit shall not
be void but rather shall be a Non-Qualified Stock Option.
(b) Date of Grant
Each Agreement shall state the date the Plan Administrator has deemed
to be the effective date of the Option for purposes of this Plan (the
"Date of Grant").
(c) Option Price
Each Agreement shall state the price per Common Share at which it is
exercisable. The Plan Administrator shall act in good faith to
establish the exercise price in accordance with Applicable Laws;
PROVIDED that:
(i) the per share exercise price for an Incentive Stock Option or any
Option granted to a "covered employee" as such term is defined
for purposes of Section 162(m) of the Code shall not be less than
the fair market value per Common Share at the Date of Grant as
determined by the Plan Administrator in good faith;
(ii) with respect to Incentive Stock Options granted to
greater-than-ten percent (>10%) shareholders of the Corporation
(as determined with reference to Section 424(d) of the Code), the
exercise price per share shall not be less than one hundred ten
percent (110%) of the fair market value per Common Share at the
Date of Grant as determined by the Plan Administrator in good
faith; and
(iii)Options granted in substitution for outstanding options of
another corporation in connection with the merger, consolidation,
acquisition of property or stock or other reorganization
involving such other corporation and the Corporation or any
subsidiary of the Corporation may be granted with an exercise
price equal to the exercise price for the substituted option of
the other corporation, subject to any adjustment consistent with
the terms of the transaction pursuant to which the substitution
is to occur.
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(d) Duration of Options
At the time of the grant of the Option, the Plan Administrator shall
designate, subject to Section 0 below, the expiration date of the
Option, which date shall not be later than five (5) years from the
Date of Grant; PROVIDED, that the expiration date of any Incentive
Stock Option granted to a greater-than-ten percent (>10%) shareholder
of the Corporation (as determined with reference to Section 424(d) of
the Code) shall not be later than five (5) years from the Date of
Grant. In the absence of action to the contrary by the Plan
Administrator in connection with the grant of a particular Option, and
except in the case of Incentive Stock Options as described above, all
Options granted under this Section 0 shall expire five (5) years from
the Date of Grant.
(e) Vesting Schedule
No Option shall be exercisable until it has vested. The vesting
schedule for each Option shall be specified by the Plan Administrator
at the time of grant of the Option prior to the provision of services
with respect to which such Option is granted.
The Plan Administrator may specify a vesting schedule for all or any
portion of an Option based on the achievement of performance
objectives established in advance of the commencement by the Optionee
of services related to the achievement of the performance objectives.
Performance objectives shall be expressed in terms of objective
criteria, including but not limited to, one or more of the following:
return on equity, return on assets, share price, market share, sales,
earnings per share, costs, net earnings, net worth, inventories, cash
and cash equivalents, gross margin or the Corporation's performance
relative to its internal business plan. Performance objectives may be
in respect of the performance of the Corporation as a whole (whether
on a consolidated or unconsolidated basis), a Related Corporation, or
a subdivision, operating unit, product or product line of either of
the foregoing. Performance objectives may be absolute or relative and
may be expressed in terms of a progression or a range. An Option that
is exercisable (in full or in part) upon the achievement of one or
more performance objectives may be exercised only following written
notice to the Optionee and the Corporation by the Plan Administrator
that the performance objective has been achieved.
(f) Acceleration of Vesting
The vesting of one or more outstanding Options may be accelerated by
the Plan Administrator at such times and in such amounts as it shall
determine in its sole discretion.
(g) Term of Option
(i) Vested Options shall terminate, to the extent not previously
exercised, upon the occurrence of the first of the following
events:
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A. the expiration of the Option, as designated by the Plan
Administrator in accordance with
Section 0 above;
B. the date of an Optionee's termination of employment or
contractual relationship with the Corporation or any Related
Corporation for cause (as determined by the Plan
Administrator, acting reasonably);
C. the expiration of three (3) months from the date of an
Optionee's termination of employment or contractual
relationship with the Corporation or any Related Corporation
for any reason whatsoever other than cause, death or
Disability (as defined below) unless, in the case of a
Non-Qualified Stock Option, the exercise period is extended
by the Plan Administrator until a date not later than the
expiration date of the Option; or
D. the expiration of one year (1) from termination of an
Optionee's employment or contractual relationship by reason
of death or Disability (as defined below) unless, in the
case of a Non-Qualified Stock Option, the exercise period is
extended by the Plan Administrator until a date not later
than the expiration date of the Option.
(ii) Notwithstanding Section 0 above, any vested Options which have
been granted to the Optionee in the Optionee's capacity as a
director of the Corporation or any Related Corporation shall
terminate upon the occurrence of the first of the following
events:
A. the event specified in Section 0 above;
B. the event specified in Section 0 above; and
C. the expiration of three (3) months from the date the
Optionee ceases to serve as a director of the Corporation or
Related Corporation, as the case may be unless, in the case
of a Non-Qualified Stock Option, the exercise period is
extended by the Plan Administrator until a date not later
than the expiration date of the Option.
(iii)Upon the death of an Optionee, any vested Options held by the
Optionee shall be exercisable only by the person or persons to
whom such Optionee's rights under such Option shall pass by the
Optionee's will or by the laws of descent and distribution of the
Optionee's domicile at the time of death and only until such
Options terminate as provided above.
(iv) For purposes of the Plan, unless otherwise defined in the
Agreement, "Disability" shall mean medically determinable
physical or mental impairment which has lasted or can be expected
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to last for a continuous period of not less than twelve (12)
months or that can be expected to result in death. The Plan
Administrator shall determine whether an Optionee has incurred a
Disability on the basis of medical evidence acceptable to the
Plan Administrator. Upon making a determination of Disability,
the Plan Administrator shall, for purposes of the Plan, determine
the date of an Optionee's termination of employment or
contractual relationship.
(v) Unless accelerated in accordance with Section 0 above, unvested
Options shall terminate immediately upon termination of
employment of the Optionee by the Corporation for any reason
whatsoever, including death or Disability.
(vi) For purposes of this Plan, transfer of employment between or
among the Corporation and/or any Related Corporation shall not be
deemed to constitute a termination of employment with the
Corporation or any Related Corporation. Employment shall be
deemed to continue while the Optionee is on military leave, sick
leave or other BONA FIDE leave of absence (as determined by the
Plan Administrator). The foregoing notwithstanding, employment
shall not be deemed to continue beyond the first ninety (90) days
of such leave, unless the Optionee's re-employment rights are
guaranteed by statute or by contract.
(h) Exercise of Options
(i) Options shall be exercisable, in full or in part, at any time
after vesting, until termination. If less than all of the Common
Shares included in the vested portion of any Option are
purchased, the remainder may be purchased at any subsequent time
prior to the expiration of the Option term. Only whole Common
Shares may be issued pursuant to an Option, and to the extent
that an Option covers less than one (1) share, it is
unexercisable.
(ii) Options or portions thereof may be exercised by giving written
notice to the Corporation, which notice shall specify the number
of Common Shares to be purchased, and be accompanied by payment
in the amount of the aggregate exercise price for the Common
Shares so purchased, which payment shall be in the form specified
in Section 0 below. The Corporation shall not be obligated to
issue, transfer or deliver a certificate representing Common
Shares to the Holder of any Option, until provision has been made
by the Holder, to the satisfaction of the Corporation, for the
payment of the aggregate exercise price for all Common Shares for
which the Option shall have been exercised and for satisfaction
of any tax withholding obligations associated with such exercise.
During the lifetime of an Optionee, Options are exercisable only
by the Optionee.
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(i) Payment upon Exercise of Option
Upon the exercise of any Option, the aggregate exercise price shall be
paid to the Corporation in cash or by certified or cashier's check. In
addition, if pre-approved in writing by the Plan Administrator who may
arbitrarily withhold consent, the Holder may pay for all or any
portion of the aggregate exercise price by complying with one or more
of the following alternatives:
(i) by delivering a properly executed exercise notice together with
irrevocable instructions to a broker promptly to sell or margin a
sufficient portion of the Common Shares and deliver directly to
the Corporation the amount of sale or margin loan proceeds to pay
the exercise price; or
(ii) by complying with any other payment mechanism approved by the
Plan Administrator at the time of exercise.
(j) No Rights as a Shareholder
A Holder shall have no rights as a shareholder of the Corporation with
respect to any Common Shares covered by an Option until such Holder
becomes a record holder of such Common Shares, irrespective of whether
such Holder has given notice of exercise. Subject to the provisions of
Section 0 hereof, no rights shall accrue to a Holder and no
adjustments shall be made on account of dividends (ordinary or
extraordinary, whether in cash, securities or other property) or
distributions or other rights declared on, or created in, the Common
Shares for which the record date is prior to the date the Holder
becomes a record holder of the Common Shares covered by the Option,
irrespective of whether such Holder has given notice of exercise.
(k) Non-transferability of Options
Options granted under this Plan and the rights and privileges
conferred by this Plan may not be transferred, assigned, pledged or
hypothecated in any manner (whether by operation of law or otherwise)
other than by will, by applicable laws of descent and distribution,
and shall not be subject to execution, attachment or similar process.
Upon any attempt to transfer, assign, pledge, hypothecate or otherwise
dispose of any Option or of any right or privilege conferred by this
Plan contrary to the provisions hereof, or upon the sale, levy or any
attachment or similar process upon the rights and privileges conferred
by this Plan, such Option shall thereupon terminate and become null
and void.
(l) Securities Regulation and Tax Withholding
(i) Common Shares shall not be issued with respect to an Option
unless the exercise of such Option and the issuance and delivery
of such Common Shares shall comply with all Applicable Laws, and
such issuance shall be further subject to the approval of counsel
for the Corporation with respect to such compliance, including
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the availability of an exemption from prospectus and registration
requirements for the issuance and sale of such Common Shares. The
inability of the Corporation to obtain from any regulatory body
the authority deemed by the Corporation to be necessary for the
lawful issuance and sale of any Common Shares under this Plan, or
the unavailability of an exemption from prospectus and
registration requirements for the issuance and sale of any Common
Shares under this Plan, shall relieve the Corporation of any
liability with respect to the non-issuance or sale of such Common
Shares.
(ii) As a condition to the exercise of an Option, the Plan
Administrator may require the Holder to represent and warrant in
writing at the time of such exercise that the Common Shares are
being purchased only for investment and without any then-present
intention to sell or distribute such Common Shares. If necessary
under Applicable Laws, the Plan Administrator may cause a
stop-transfer order against such Common Shares to be placed on
the stock books and records of the Corporation, and a legend
indicating that the Common Shares may not be pledged, sold or
otherwise transferred unless an opinion of counsel is provided
stating that such transfer is not in violation of any Applicable
Laws, may be stamped on the certificates representing such Common
Shares in order to assure an exemption from registration. The
Plan Administrator also may require such other documentation as
may from time to time be necessary to comply with applicable
securities laws. THE CORPORATION HAS NO OBLIGATION TO UNDERTAKE
REGISTRATION OF OPTIONS OR THE COMMON SHARES ISSUABLE UPON THE
EXERCISE OF OPTIONS.
(iii)The Holder shall pay to the Corporation by certified or
cashier's check, promptly upon exercise of an Option or, if
later, the date that the amount of such obligations becomes
determinable, all applicable federal, state, local and foreign
withholding taxes that the Plan Administrator, in its discretion,
determines to result upon exercise of an Option or from a
transfer or other disposition of Common Shares acquired upon
exercise of an Option or otherwise related to an Option or Common
Shares acquired in connection with an Option. Upon approval of
the Plan Administrator, a Holder may satisfy such obligation by
complying with one or more of the following alternatives selected
by the Plan Administrator:
A. by delivering to the Corporation Common Shares previously
held by such Holder or by the Corporation withholding Common
Shares otherwise deliverable pursuant to the exercise of the
Option, which Common Shares received or withheld shall have
a fair market value at the date of exercise (as determined
by the Plan Administrator) equal to any withholding tax
obligations arising as a result of such exercise, transfer
or other disposition; or
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B. by complying with any other payment mechanism approved by
the Plan Administrator from time to time.
(iv) The issuance, transfer or delivery of certificates representing
Common Shares pursuant to the exercise of Options may be delayed,
at the discretion of the Plan Administrator, until the Plan
Administrator is satisfied that the applicable requirements of
all Applicable Laws and the withholding provisions of the Code
have been met and that the Holder has paid or otherwise satisfied
any withholding tax obligation as described in Section 0 above.
(m) Adjustments Upon Changes In Capitalization
(i) The aggregate number and class of shares for which Options may be
granted under this Plan, the number and class of shares covered
by each outstanding Option, and the exercise price per share
thereof (but not the total price), and each such Option, shall
all be proportionately adjusted for any increase or decrease in
the number of issued Common Shares of the Corporation resulting
from:
A. a subdivision or consolidation of Common Shares or any like
capital adjustment, or
B. the issuance of any Common Shares, or securities
exchangeable for or convertible into Common Shares, to the
holders of all or substantially all of the outstanding
Common Shares by way of a stock dividend (other than the
issue of Common Shares, or securities exchangeable for or
convertible into Common Shares, to holders of Common Shares
pursuant to their exercise of options to receive dividends
in the form of Common Shares, or securities convertible into
Common Shares, in lieu of dividends paid in the ordinary
course on the Common Shares).
(ii) Except as provided in Section 0 hereof, upon a merger (other than
a merger of the Corporation in which the holders of Common Shares
immediately prior to the merger have the same proportionate
ownership of common shares in the surviving corporation
immediately after the merger), consolidation, acquisition of
property or stock, separation, reorganization (other than a mere
re-incorporation or the creation of a holding Corporation) or
liquidation of the Corporation, as a result of which the
shareholders of the Corporation, receive cash, shares or other
property in exchange for or in connection with their Common
Shares, any Option granted hereunder shall terminate, but the
Holder shall have the right to exercise such Holder's Option
immediately prior to any such merger, consolidation, acquisition
of property or shares, separation, reorganization or liquidation,
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and to be treated as a shareholder of record for the purposes
thereof, to the extent the vesting requirements set forth in the
Option agreement have been satisfied.
(iii)If the shareholders of the Corporation receive shares in the
capital of another corporation ("Exchange Shares") in exchange
for their Common Shares in any transaction involving a merger
(other than a merger of the Corporation in which the holders of
Common Shares immediately prior to the merger have the same
proportionate ownership of Common Shares in the surviving
corporation immediately after the merger), consolidation,
acquisition of property or shares, separation or reorganization
(other than a mere re-incorporation or the creation of a holding
Corporation), all Options granted hereunder shall be converted
into options to purchase Exchange Shares unless the Corporation
and the corporation issuing the Exchange Shares, in their sole
discretion, determine that any or all such Options granted
hereunder shall not be converted into options to purchase
Exchange Shares but instead shall terminate in accordance with,
and subject to the Holder's right to exercise the Holder's
Options pursuant to, the provisions of Section 0. The amount and
price of converted options shall be determined by adjusting the
amount and price of the Options granted hereunder in the same
proportion as used for determining the number of Exchange Shares
the holders of the Common Shares receive in such merger,
consolidation, acquisition or property or stock, separation or
reorganization. Unless accelerated by the Board, the vesting
schedule set forth in the option agreement shall continue to
apply to the options granted for the Exchange Shares.
(iv) In the event of any adjustment in the number of Common Shares
covered by any Option, any fractional shares resulting from such
adjustment shall be disregarded and each such Option shall cover
only the number of full shares resulting from such adjustment.
(v) All adjustments pursuant to Section 0 shall be made by the Plan
Administrator, and its determination as to what adjustments shall
be made, and the extent thereof, shall be final, binding and
conclusive.
(vi) The grant of an Option shall not affect in any way the right or
power of the Corporation to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure,
to merge, consolidate or dissolve, to liquidate or to sell or
transfer all or any part of its business or assets.
6. EFFECTIVE DATE; AMENDMENT; SHAREHOLDER APPROVAL
6.1 Options may be granted by the Plan Administrator from time to time on or
after the date on which this Plan is adopted by the Board (the "Effective
Date").
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6.2 Unless sooner terminated by the Board, this Plan shall terminate on the
tenth anniversary of the Effective Date. No Option may be granted after such
termination or during any suspension of this Plan.
6.3 Any Incentive Stock Options granted by the Plan Administrator prior to the
ratification of this Plan by the shareholders of the Corporation shall be
granted subject to approval of this Plan by the holders of a majority of the
Corporation's outstanding voting shares, passed without meeting pursuant the
Nevada General Corporation Law or by voting either in person or by proxy at a
duly held shareholders' meeting within twelve (12) months before or after the
Effective Date. If such shareholder approval is sought and not obtained, all
Incentive Stock Options granted prior thereto and thereafter shall be considered
Non-Qualified Stock Options and any Options granted to Covered Employees will
not be eligible for the exclusion set forth in Section 162(m) of the Code with
respect to the deductibility by the Corporation of certain compensation.
7. NO OBLIGATIONS TO EXERCISE OPTION
7.1 The grant of an Option shall impose no obligation upon the Optionee to
exercise such Option.
8. NO RIGHT TO OPTIONS OR TO EMPLOYMENT
8.1 Whether or not any Options are to be granted under this Plan shall be
exclusively within the discretion of the Plan Administrator, and nothing
contained in this Plan shall be construed as giving any person any right to
participate under this Plan. The grant of an Option shall in no way constitute
any form of agreement or understanding binding on the Corporation or any Related
Corporation, express or implied, that the Corporation or any Related Corporation
will employ or contract with an Optionee for any length of time, nor shall it
interfere in any way with the Corporation's or, where applicable, a Related
Corporation's right to terminate Optionee's employment at any time, which right
is hereby reserved.
9. APPLICATION OF FUNDS
9.1 The proceeds received by the Corporation from the sale of Common Shares
issued upon the exercise of Options shall be used for general corporate
purposes, unless otherwise directed by the Board.
10. INDEMNIFICATION OF PLAN ADMINISTRATOR
10.1 In addition to all other rights of indemnification they may have as members
of the Board, members of the Plan Administrator shall be indemnified by the
Corporation for all reasonable expenses and liabilities of any type or nature,
including attorneys' fees, incurred in connection with any action, suit or
proceeding to which they or any of them are a party by reason of, or in
connection with, this Plan or any Option granted under this Plan, and against
all amounts paid by them in settlement thereof (provided that such settlement is
approved by independent legal counsel selected by the Corporation), except to
the extent that such expenses relate to matters for which it is adjudged that
such Plan Administrator member is liable for willful misconduct; provided, that
within fifteen (15) days after the institution of any such action, suit or
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proceeding, the Plan Administrator member involved therein shall, in writing,
notify the Corporation of such action, suit or proceeding, so that the
Corporation may have the opportunity to make appropriate arrangements to
prosecute or defend the same.
11. AMENDMENT OF PLAN
11.1 The Plan Administrator may, at any time, modify, amend or terminate this
Plan or modify or amend Options granted under this Plan, including, without
limitation, such modifications or amendments as are necessary to maintain
compliance with the Applicable Laws. The Plan Administrator may condition the
effectiveness of any such amendment on the receipt of shareholder approval at
such time and in such manner as the Plan Administrator may consider necessary
for the Corporation to comply with or to avail the Corporation and/or the
Optionees of the benefits of any securities, tax, market listing or other
administrative or regulatory requirements.
Effective Date: September 20, 2011