EXHIBIT II
BREAKWATER RESOURCES LTD.
SHARE INCENTIVE PLAN
AMENDED AND RESTATED AS OF JUNE 8, 2006
Purpose of Share Incentive Plan: THE PURPOSE OF THIS SHARE INCENTIVE PLAN IS TO
ATTRACT, RETAIN AND MOTIVATE PERSONS AS DIRECTORS, OFFICERS, EMPLOYEES AND
CONSULTANTS OF THE CORPORATION AND THE SUBSIDIARIES AND TO ADVANCE THE INTERESTS
OF THE CORPORATION BY PROVIDING SUCH PERSONS WITH THE OPPORTUNITY, THROUGH SHARE
OPTIONS, THE SHARE PURCHASE PLAN AND THE SHARE BONUS PLAN, TO ACQUIRE AN
INCREASED PROPRIETARY INTEREST IN THE CORPORATION.
DEFINITIONS
Defined Terms:
Where used herein, the following terms shall have the following meanings,
respectively:
"ACT" MEANS THE CANADA BUSINESS CORPORATIONS ACT OR ITS SUCCESSOR, AS AMENDED
FROM TIME TO TIME;
"AGGREGATE CONTRIBUTION" MEANS THE AGGREGATE OF A PARTICIPANT'S CONTRIBUTION AND
THE RELATED CORPORATION'S CONTRIBUTION;
"BASIC ANNUAL SALARY" MEANS THE BASIC ANNUAL REMUNERATION OF A PARTICIPANT FROM
THE EMPLOYER EXCLUSIVE OF ANY OVERTIME PAY, BONUSES OR ALLOWANCES OF ANY
KIND WHATSOEVER OR SUCH OTHER AMOUNT AS MAY BE DETERMINED BY THE BOARD
FROM TIME TO TIME AS THE BASIC ANNUAL SALARY OF THE PARTICIPANT;
"BOARD" MEANS THE BOARD OF DIRECTORS OF THE CORPORATION OR, IF ESTABLISHED AND
DULY AUTHORISED TO ACT, THE EXECUTIVE COMMITTEE OR ANOTHER COMMITTEE
APPOINTED FOR SUCH PURPOSE BY THE BOARD OF DIRECTORS OF THE CORPORATION;
"BUSINESS DAY" MEANS ANY DAY, OTHER THAN A SATURDAY OR A SUNDAY, ON WHICH THE
EXCHANGE IS OPEN FOR TRADING;
"CONSULTANT" MEANS A PERSON WITH WHOM THE CORPORATION OR ANY SUBSIDIARY HAS A
CONTRACT FOR SUBSTANTIAL SERVICES;
"CORPORATION" MEANS BREAKWATER RESOURCES LTD. AND INCLUDES ANY SUCCESSOR
CORPORATION THERETO;
"CORPORATION'S CONTRIBUTION" MEANS THE AMOUNT THE CORPORATION CREDITS A
PARTICIPANT UNDER SECTION 3.05 HEREOF;
"DIRECTORS" MEANS THE DIRECTORS OF THE CORPORATION FROM TIME TO TIME;
"ELIGIBLE ASSIGNEE" MEANS, WITH RESPECT TO AN OPTIONEE, (I) THE SPOUSE OF THE
OPTIONEE, (II) ANY MINOR CHILDREN OF THE OPTIONEE, (III) ANY MINOR
GRANDCHILDREN OF THE OPTIONEE, (IV) A CORPORATION CONTROLLED BY THE
OPTIONEE WHERE THE ONLY OTHER SHAREHOLDERS OF SUCH CORPORATION ARE THE
SPOUSE, MINOR CHILDREN OR MINOR GRANDCHILDREN OF THE OPTIONEE, OR (V) A
FAMILY-TRUST, WHERE THE OPTIONEE IS THE TRUSTEE OF SUCH TRUST AND THE
BENEFICIARIES OF SUCH TRUST DO NOT INCLUDE ANYONE OTHER THAN THE SPOUSE,
MINOR CHILDREN OR MINOR GRANDCHILDREN OF THE OPTIONEE;
"ELIGIBLE PERSON" MEANS ANY DIRECTOR, OFFICER, EMPLOYEE (PART-TIME OR FULL-TIME)
OR CONSULTANT OF THE CORPORATION OR ANY SUBSIDIARY;
"EMPLOYER" MEANS THE CORPORATION THAT IS THE EMPLOYER OF A PARTICIPANT, BEING
THE CORPORATION OR A SUBSIDIARY;
"EXCHANGE" MEANS THE TORONTO STOCK EXCHANGE AND, WHERE THE CONTEXT PERMITS, ANY
OTHER EXCHANGE ON WHICH THE SHARES ARE OR MAY BE LISTED FROM TIME TO TIME;
"HEAD OFFICE PARTICIPANT" MEANS AN INDIVIDUAL WHO IS ENTITLED TO PARTICIPATE IN
THE SHARE PURCHASE PLAN WHO IS LISTED ON THE HEAD OFFICE PAYROLL
MAINTAINED AT THE HEAD OFFICE FROM TIME TO TIME OF THE CORPORATION;
"HOLDING PERIOD" MEANS A PERIOD OF 12 MONTHS;
"INSIDER" MEANS AN INSIDER WITHIN THE MEANING OF SECTION 627 OF THE COMPANY
MANUAL OF THE TORONTO STOCK EXCHANGE AS AMENDED OR SUPERSEDED FROM TIME TO
TIME;
"ISSUE PRICE" MEANS THE WEIGHTED AVERAGE OF THE TRADING PRICES OF THE SHARES ON
THE EXCHANGE FOR THE CALENDAR QUARTER IN RESPECT OF WHICH SHARES ARE BEING
ISSUED UNDER THE SHARE PURCHASE PLAN;
"MARKET PRICE" AT ANY DATE IN RESPECT OF THE SHARES SHALL BE THE GREATEST
CLOSING PRICE OF THE SHARES ON ANY EXCHANGE ON THE LAST BUSINESS DAY
PRECEDING THE DATE ON WHICH THE OPTION IS APPROVED BY THE BOARD OR ON SUCH
OTHER BUSINESS DAY AS THE BOARD SHALL DETERMINE AND, IN THE EVENT THAT THE
SHARES DID NOT TRADE ON SUCH BUSINESS DAY, THE MARKET PRICE SHALL BE THE
AVERAGE OF THE BID AND ASK PRICES IN RESPECT OF THE SHARES AT THE CLOSE OF
TRADING ON SUCH DATE AND, IN THE EVENT THAT THE SHARES ARE NOT LISTED AND
POSTED FOR TRADING ON ANY STOCK EXCHANGE, THE MARKET PRICE SHALL BE THE
FAIR MARKET VALUE OF THE SHARES AS DETERMINED BY THE BOARD IN ITS SOLE
DISCRETION;
"ON-SITE PARTICIPANT" MEANS AN INDIVIDUAL WHO IS ENTITLED TO PARTICIPATE IN THE
SHARE PURCHASE PLAN WHO IS NOT A HEAD OFFICE PARTICIPANT;
"OPTION" MEANS AN OPTION TO PURCHASE SHARES GRANTED UNDER THE SHARE OPTION PLAN;
"OPTION PRICE" MEANS THE PRICE PER SHARE AT WHICH SHARES MAY BE PURCHASED UNDER
AN OPTION, AS THE SAME MAY BE ADJUSTED FROM TIME TO TIME IN ACCORDANCE
WITH SECTION 4.06 HEREOF;
"OPTIONEE" MEANS AN ELIGIBLE PERSON TO WHOM AN OPTION HAS BEEN GRANTED OR AN
ELIGIBLE ASSIGNEE TO WHOM AN OPTION HAS BEEN ASSIGNED IN ACCORDANCE WITH
SECTION 4.03(F) HEREOF;
"PARTICIPANT" MEANS EACH OF A HEAD OFFICE PARTICIPANT AND AN ON-SITE
PARTICIPANT;
"PARTICIPANT'S CONTRIBUTION" MEANS THE AMOUNT A PARTICIPANT ELECTS TO CONTRIBUTE
TO THE SHARE PURCHASE PLAN UNDER SECTION 3.04(A) OR (B) HEREOF;
"PERSON" MEANS AN INDIVIDUAL, A CORPORATION, A PARTNERSHIP, AN UNINCORPORATED
ASSOCIATION OR ORGANISATION, A TRUST, A GOVERNMENT OR DEPARTMENT OR AGENCY
THEREOF AND THE HEIRS, EXECUTORS, ADMINISTRATORS OR OTHER LEGAL
REPRESENTATIVES OF AN INDIVIDUAL AND AN ASSOCIATE OR AFFILIATE OF ANY
THEREOF AS SUCH TERMS ARE DEFINED IN THE ACT;
"SHARE BONUS PLAN" MEANS THE SHARE BONUS PLAN DESCRIBED IN ARTICLE FIVE HEREOF,
AS THE SAME MAY BE AMENDED OR VARIED FROM TIME TO TIME;
"SHARE BONUS RECIPIENT" MEANS AN ELIGIBLE PERSON TO WHOM SHARES HAVE BEEN ISSUED
AS A BONUS PURSUANT TO THE SHARE BONUS PLAN;
"SHARE OPTION PLAN" MEANS THE SHARE OPTION PLAN DESCRIBED IN ARTICLE FOUR
HEREOF, AS THE SAME MAY BE AMENDED OR VARIED FROM TIME TO TIME;
"SHARE PURCHASE PLAN" MEANS THE SHARE PURCHASE PLAN DESCRIBED IN ARTICLE THREE
HEREOF, AS THE SAME MAY BE AMENDED OR VARIED FROM TIME TO TIME;
"SHARES" MEANS THE COMMON SHARES OF THE CORPORATION OR, IN THE EVENT OF AN
ADJUSTMENT CONTEMPLATED BY SECTION 4.06 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
"SUBSIDIARY" MEANS ANY CORPORATION WHICH IS A SUBSIDIARY BODY CORPORATE, AS SUCH
TERM IS DEFINED IN SUBSECTION 2(5) OF THE ACT AS SUCH PROVISION IS FROM
TIME TO TIME AMENDED, VARIED OR RE-ENACTED, OF THE CORPORATION.
SHARE PURCHASE PLAN
The Share Purchase Plan: THE SHARE PURCHASE PLAN IS HEREBY ESTABLISHED FOR
CERTAIN EMPLOYEES OF THE CORPORATION.
Participants: PARTICIPANTS IN THE SHARE PURCHASE PLAN SHALL BE EMPLOYEES OF THE
CORPORATION OR ITS SUBSIDIARIES WHO HAVE BEEN CONTINUOUSLY EMPLOYED BY THE
CORPORATION OR ITS SUBSIDIARIES FOR AT LEAST SIX CONSECUTIVE MONTHS. THE BOARD,
UPON THE RECOMMENDATION OF THE CHIEF EXECUTIVE OFFICER OF THE CORPORATION, SHALL
HAVE THE RIGHT, IN ITS ABSOLUTE DISCRETION, TO WAIVE SUCH SIX MONTH PERIOD, TO
DETERMINE THAT THE SHARE PURCHASE PLAN DOES NOT APPLY TO ANY EMPLOYEE OR GROUP
OF EMPLOYEES, TO DETERMINE WHETHER A PARTICIPANT IS A HEAD OFFICE PARTICIPANT OR
AN ON-SITE PARTICIPANT AND TO OTHERWISE DETERMINE THE APPLICATION OF ANY
PROVISION OF THE SHARE PURCHASE PLAN.
Number of Shares: SUBJECT TO INCREASE BY THE BOARD AND THE RECEIPT OF THE
APPROVAL OF THE EXCHANGE, THE AGGREGATE NUMBER OF SHARES RESERVED BY THE
CORPORATION AND AVAILABLE UNDER THE SHARE PURCHASE PLAN SHALL BE 8,500,000.
Election to Participate in Share Purchase Plan and Participant's Contribution:
ANY PARTICIPANT MAY ELECT TO CONTRIBUTE MONEY TO THE SHARE PURCHASE PLAN IN
ANY CALENDAR YEAR IF THE PARTICIPANT, PRIOR TO THE END OF THE IMMEDIATELY
PRECEDING CALENDAR YEAR, DELIVERS TO THE EMPLOYER AND THE CORPORATION A
WRITTEN DIRECTION IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION
AUTHORISING THE EMPLOYER TO DEDUCT FROM THE PARTICIPANT'S SALARY THE
PARTICIPANT'S CONTRIBUTION IN EQUAL INSTALMENTS.
IF, ON DECEMBER 31 OF ANY YEAR, AN EMPLOYEE HAS NOT BEEN CONTINUOUSLY EMPLOYED
BY THE CORPORATION OR A SUBSIDIARY FOR AT LEAST SIX CONSECUTIVE MONTHS
(UNLESS SUCH SIX-MONTH REQUIREMENT IS WAIVED BY THE BOARD), THEN, IN THE
CALENDAR QUARTER DURING WHICH SUCH EMPLOYEE REACHES SIX CONSECUTIVE MONTHS
OF EMPLOYMENT, HE OR SHE MAY ELECT TO MAKE A PARTICIPANT'S CONTRIBUTION
WITH RESPECT TO THE BALANCE OF THAT CALENDAR YEAR, COMMENCING AT THE
BEGINNING OF THE NEXT CALENDAR QUARTER, BY DELIVERING TO THE EMPLOYER AND
THE CORPORATION THE WRITTEN DIRECTION REFERRED TO ABOVE.
THE PARTICIPANT'S CONTRIBUTION SHALL NOT EXCEED 10%, BEFORE DEDUCTIONS, IN THE
CASE OF A HEAD OFFICE PARTICIPANT, AND 5%, BEFORE DEDUCTIONS, IN THE CASE
OF AN ON-SITE PARTICIPANT, OF THE PARTICIPANT'S BASIC ANNUAL SALARY;
PROVIDED THAT, IN THE EVENT OF ANY EMPLOYEE ELECTING TO MAKE A
PARTICIPANT'S CONTRIBUTION FOR LESS THAN A FULL YEAR IN ACCORDANCE WITH
PARAGRAPH (B) ABOVE, HIS OR HER BASIC ANNUAL SALARY SHALL BE PRO-RATED FOR
THE BALANCE OF THAT CALENDAR YEAR.
NO ADJUSTMENT SHALL BE MADE TO THE PARTICIPANT'S CONTRIBUTION UNTIL THE NEXT
SUCCEEDING CALENDAR YEAR, AND THEN ONLY IF A NEW WRITTEN DIRECTION SHALL
HAVE BEEN DELIVERED TO THE EMPLOYER AND THE CORPORATION FOR SUCH CALENDAR
YEAR. THE PARTICIPANT'S CONTRIBUTION SHALL BE HELD BY THE CORPORATION IN
TRUST FOR THE PURPOSES OF THE SHARE PURCHASE PLAN.
Corporation's Contribution: IMMEDIATELY PRIOR TO THE DATE ANY SHARES ARE ISSUED
TO A PARTICIPANT IN ACCORDANCE WITH SECTION 3.07 HEREOF, THE CORPORATION WILL
CREDIT THE PARTICIPANT WITH AND THEREAFTER HOLD IN TRUST FOR THE PARTICIPANT AN
AMOUNT EQUAL TO THE PARTICIPANT'S CONTRIBUTION THEN HELD IN TRUST BY THE
CORPORATION.
Aggregate Contribution: THE CORPORATION SHALL NOT BE REQUIRED TO SEGREGATE THE
AGGREGATE CONTRIBUTION FROM ITS OWN CORPORATE FUNDS OR TO PAY INTEREST THEREON.
Issue of Shares
AS SOON AS PRACTICABLE FOLLOWING MARCH 31, JUNE 30, SEPTEMBER 30 AND DECEMBER
31 IN EACH CALENDAR YEAR THE CORPORATION WILL ISSUE FOR THE ACCOUNT OF
EACH PARTICIPANT FULLY PAID AND NON-ASSESSABLE SHARES EQUAL IN VALUE TO
THE AGGREGATE CONTRIBUTION HELD IN TRUST AS OF SUCH DATE BY THE
CORPORATION CONVERTED INTO SHARES AT THE APPLICABLE ISSUE PRICE. IF SUCH
CONVERSION WOULD OTHERWISE RESULT IN THE ISSUE FOR THE ACCOUNT OF A
PARTICIPANT OF A FRACTION OF A SHARE, THE CORPORATION WILL ISSUE ONLY SUCH
WHOLE SHARES AS ARE ISSUABLE.
THE CORPORATION SHALL HOLD ANY UNUSED BALANCE OF THE AGGREGATE CONTRIBUTION IN
TRUST FOR A PARTICIPANT UNTIL USED IN ACCORDANCE WITH THE SHARE PURCHASE
PLAN.
Safekeeping and Delivery of Shares
ALL SHARES ISSUED FOR THE ACCOUNT OF A PARTICIPANT IN ACCORDANCE WITH SECTION
3.07 HEREOF WILL BE HELD IN SAFEKEEPING BY THE CORPORATION AND WILL BE
DELIVERED, SUBJECT AS OTHERWISE PROVIDED IN THE SHARE PURCHASE PLAN, TO
SUCH PARTICIPANT UPON THE EXPIRY OF THE HOLDING PERIOD FROM THE DATE OF
ISSUE OF SUCH SHARES. IF THE CORPORATION RECEIVES, ON BEHALF OF A
PARTICIPANT IN RESPECT OF ANY SHARES SO HELD:
CASH DIVIDENDS;
OPTIONS OR RIGHTS TO PURCHASE ADDITIONAL SECURITIES OF THE CORPORATION OR
ANY OTHER CORPORATION;
ANY NOTICE OF MEETING, PROXY STATEMENT AND PROXY FOR ANY MEETING OF
HOLDERS OF SHARES OF THE CORPORATION; OR
OTHER OR ADDITIONAL SHARES OR OTHER SECURITIES (BY WAY OF DIVIDEND OR
OTHERWISE);
then the Corporation shall forward to such Participant, at his or her last
address according to the register maintained under Section 3.11 hereof,
any of the items listed in Section 3.08(a)(i), (ii) and (iii) hereof; and
shall hold in safekeeping any additional securities referred to in Section
3.08(a)(iv) hereof and shall deliver such securities to the Participant
with delivery of the Shares in respect of which such additional securities
were issued.
ANY SHARES HELD FOR THE ACCOUNT OF A PARTICIPANT IN SAFEKEEPING BY THE
CORPORATION WILL BE DISTRIBUTED, SUBJECT AS OTHERWISE SPECIFICALLY
PROVIDED IN THE SHARE PURCHASE PLAN, TO A PARTICIPANT OR HIS OR HER ESTATE
PRIOR TO THE EXPIRY OF THE APPLICABLE HOLDING PERIOD ONLY UPON:
THE DATE OF THE COMMENCEMENT OF THE PARTICIPANT'S RETIREMENT IN
ACCORDANCE WITH THE CORPORATION'S NORMAL RETIREMENT POLICY;
THE DATE OF THE COMMENCEMENT OF THE TOTAL DISABILITY OF THE PARTICIPANT
DETERMINED IN ACCORDANCE WITH THE CORPORATION'S NORMAL DISABILITY
POLICY; OR
THE DATE OF DEATH OF THE PARTICIPANT.
AN ON-SITE PARTICIPANT MAY, BY A REQUEST IN WRITING, IN FORM AND SUBSTANCE
SATISFACTORY TO THE CORPORATION, DIRECT THE CORPORATION TO DELIVER THOSE
SHARES HELD IN SAFEKEEPING FOR THE ACCOUNT OF THE SAID ON-SITE PARTICIPANT
WHICH WERE ACQUIRED WITH THAT PARTICIPANT'S CONTRIBUTION. SHARES ACQUIRED
WITH THE CORPORATION'S CONTRIBUTION WILL BE HELD IN SAFEKEEPING BY THE
CORPORATION AND WILL BE DELIVERED, SUBJECT AS OTHERWISE PROVIDED IN THE
SHARE PURCHASE PLAN, TO SUCH PARTICIPANT UPON THE EXPIRY OF THE HOLDING
PERIOD FROM THE DATE OF ISSUE OF SUCH SHARES.
IF THERE IS A TAKE-OVER BID MADE FOR ALL OR A PORTION OF THE ISSUED AND
OUTSTANDING SHARES OF THE CORPORATION, THEN THE BOARD MAY, BY RESOLUTION,
MAKE ANY SHARES HELD IN TRUST FOR A PARTICIPANT IMMEDIATELY DELIVERABLE IN
ORDER TO PERMIT SUCH SHARES TO BE TENDERED TO SUCH BID. IN ADDITION THE
BOARD MAY, BY RESOLUTION, PERMIT THE CORPORATION'S CONTRIBUTION TO BE MADE
AND SHARES ISSUED FOR THE THEN AGGREGATE CONTRIBUTION PRIOR TO EXPIRY OF
ANY SUCH TAKE-OVER BID IN ORDER TO PERMIT SUCH SHARES TO BE TENDERED TO
SUCH BID.
Termination of Employment: IF A PARTICIPANT SHALL CEASE TO BE EMPLOYED BY THE
CORPORATION AND ITS SUBSIDIARIES FOR ANY REASON OR SHALL RECEIVE NOTICE FROM THE
CORPORATION OR A SUBSIDIARY OF THE TERMINATION OF HIS OR HER EMPLOYMENT:
SUCH PARTICIPANT SHALL AUTOMATICALLY CEASE TO BE A PARTICIPANT IN THE SHARE
PURCHASE PLAN;
ANY PORTION OF THE PARTICIPANT'S CONTRIBUTION THEN HELD IN TRUST FOR SUCH
PARTICIPANT SHALL BE PAID TO SUCH PARTICIPANT OR HIS OR HER ESTATE OR
SUCCESSOR, AS THE CASE MAY BE;
ANY PORTION OF THE CORPORATION'S CONTRIBUTION THEN HELD IN TRUST FOR SUCH
PARTICIPANT SHALL BE PAID TO THE CORPORATION;
IF SUCH PARTICIPANT IS A HEAD OFFICE PARTICIPANT, ANY SHARES THEN HELD IN
SAFEKEEPING FOR SUCH PARTICIPANT SHALL, SUBJECT TO SECTION 3.08 HEREOF IN
THE CASE OF RETIREMENT, DISABILITY OR DEATH, AND SUBJECT TO THE PROVISIONS
OF THE ACT AND APPLICABLE SECURITIES LEGISLATION, AT THE OPTION OF THE
CORPORATION BE PURCHASED FOR CANCELLATION BY THE CORPORATION AT THE ISSUE
PRICE THEREOF OR SOLD AT MARKET AND AN AMOUNT EQUAL TO THE LESSER OF:
THE PARTICIPANT'S CONTRIBUTION; AND
ONE-HALF OF THE PROCEEDS RECEIVED ON ANY SALE OF SUCH SHARES;
shall be paid to such Participant and the balance shall be paid to the
Corporation; provided that the Board may waive the requirements of this
Section 3.09(d) and pay the full proceeds to the Participant; and
IF SUCH PARTICIPANT IS AN ON-SITE PARTICIPANT, ANY SHARES THEN HELD IN
SAFEKEEPING FOR SUCH PARTICIPANT SHALL BE DELIVERED TO SUCH PARTICIPANT IN
ACCORDANCE WITH SECTION 3.08 HEREOF AND ALL ITEMS LISTED IN SECTION
3.08(A)(I) TO (IV) HEREOF SHALL BE DEALT WITH IN ACCORDANCE WITH SECTION
3.08 HEREOF.
Election to Withdraw from Share Purchase Plan: ANY PARTICIPANT MAY AT ANY TIME
ELECT TO WITHDRAW FROM THE SHARE PURCHASE PLAN. IN ORDER TO WITHDRAW THE
PARTICIPANT MUST GIVE AT LEAST TWO WEEKS' NOTICE TO THE EMPLOYER AND THE
CORPORATION IN WRITING IN FORM AND SUBSTANCE SATISFACTORY TO THE EMPLOYER AND
THE CORPORATION DIRECTING THE EMPLOYER TO CEASE DEDUCTING FROM THE PARTICIPANT'S
SALARY THE PARTICIPANT'S CONTRIBUTION. DEDUCTIONS WILL CEASE TO BE MADE
COMMENCING WITH THE FIRST PAY DATE FOLLOWING EXPIRY OF THE TWO-WEEK NOTICE. THE
PARTICIPANT'S CONTRIBUTION WILL CONTINUE TO BE HELD IN TRUST. ON THE NEXT
FOLLOWING DATE FOR MAKING THE CORPORATION'S CONTRIBUTION THE CORPORATION WILL
CREDIT THE PARTICIPANT WITH THE PRO RATA AMOUNT OF THE CORPORATION'S
CONTRIBUTION, CALCULATED IN ACCORDANCE WITH SECTION 3.05 HEREOF. THE ISSUANCE
AND DELIVERY OF SHARES WILL NOT BE ACCELERATED BY SUCH WITHDRAWAL BUT WILL OCCUR
ON THE DATE ON WHICH SUCH SHARES WOULD OTHERWISE HAVE BEEN ISSUED IN ACCORDANCE
WITH SECTION 3.07 HEREOF AND DELIVERED TO THE PARTICIPANT IN ACCORDANCE WITH
SECTION 3.08 HEREOF HAD THE PARTICIPANT NOT ELECTED TO WITHDRAW FROM THE SHARE
PURCHASE PLAN.
Record Keeping: THE CORPORATION SHALL MAINTAIN A REGISTER IN WHICH SHALL BE
RECORDED:
THE NAME AND ADDRESS OF EACH PARTICIPANT IN THE SHARE PURCHASE PLAN;
ANY PARTICIPANT'S CONTRIBUTIONS; AND
THE NUMBER OF SHARES HELD IN SAFEKEEPING FOR THE ACCOUNT OF A PARTICIPANT.
Necessary Approvals: THE OBLIGATION OF THE CORPORATION TO ISSUE AND DELIVER ANY
SHARES IN ACCORDANCE WITH THE SHARE PURCHASE PLAN SHALL BE SUBJECT TO ANY
NECESSARY APPROVAL OF ANY STOCK EXCHANGE OR REGULATORY AUTHORITY 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 PARTICIPANT'S CONTRIBUTION HELD IN
TRUST FOR A PARTICIPANT SHALL BE RETURNED TO THE PARTICIPANT WITHOUT INTEREST.
SHARE OPTION PLAN
Administration of the Share Option Plan:
THE SHARE OPTION PLAN SHALL BE ADMINISTERED BY THE BOARD IN ACCORDANCE WITH
THE RULES AND POLICIES OF THE EXCHANGE IN RESPECT OF STOCK OPTION PLANS.
THE BOARD SHALL RECEIVE RECOMMENDATIONS OF MANAGEMENT AND SHALL DETERMINE
AND DESIGNATE FROM TIME TO TIME THOSE DIRECTORS, OFFICERS, EMPLOYEES AND
CONSULTANTS OF THE CORPORATION OR ITS SUBSIDIARIES TO WHOM AN OPTION
SHOULD BE GRANTED AND THE NUMBER OF SHARES WHICH WILL BE OPTIONED FROM
TIME TO TIME TO ANY ELIGIBLE PERSON AND THE TERMS AND CONDITIONS OF THE
GRANT.
THE BOARD SHALL HAVE THE POWER, WHERE CONSISTENT WITH THE GENERAL PURPOSE AND
INTENT OF THE SHARE OPTION PLAN AND SUBJECT TO THE SPECIFIC PROVISIONS OF
THE SHARE OPTION PLAN:
TO ESTABLISH POLICIES AND TO ADOPT, PRESCRIBE, AMEND OR VARY RULES AND
REGULATIONS FOR CARRYING OUT THE PURPOSES, PROVISIONS AND
ADMINISTRATION OF THE SHARE OPTION PLAN AND MAKE ALL OTHER
DETERMINATIONS NECESSARY OR ADVISABLE FOR ITS ADMINISTRATION;
TO INTERPRET AND CONSTRUE THE SHARE OPTION PLAN AND TO DETERMINE ALL
QUESTIONS ARISING OUT OF THE SHARE OPTION PLAN AND ANY OPTION
GRANTED PURSUANT TO THE SHARE OPTION PLAN AND ANY SUCH
INTERPRETATION, CONSTRUCTION OR DETERMINATION MADE BY THE BOARD
SHALL BE FINAL, BINDING AND CONCLUSIVE FOR ALL PURPOSES;
TO DETERMINE WHICH ELIGIBLE PERSONS ARE GRANTED OPTIONS AND TO GRANT
OPTIONS;
TO DETERMINE THE NUMBER OF SHARES COVERED BY EACH OPTION;
TO DETERMINE THE OPTION PRICE;
TO DETERMINE THE TIME OR TIMES WHEN OPTIONS WILL BE GRANTED AND
EXERCISABLE;
TO DETERMINE IF THE SHARES WHICH ARE SUBJECT TO AN OPTION WILL BE
SUBJECT TO ANY RESTRICTIONS UPON THE EXERCISE OF SUCH OPTION; AND
TO PRESCRIBE THE FORM OF THE INSTRUMENTS RELATING TO THE GRANT,
EXERCISE AND OTHER TERMS OF OPTIONS WHICH INITIALLY SHALL BE
SUBSTANTIALLY IN THE FORM ANNEXED HERETO AS SCHEDULE "A".
Shares Subject to the Share Option Plan: OPTIONS MAY BE GRANTED IN RESPECT OF
AUTHORISED AND UNISSUED SHARES PROVIDED THAT, SUBJECT TO INCREASE BY THE BOARD
AND THE RECEIPT OF THE APPROVAL OF THE EXCHANGE, THE AGGREGATE NUMBER OF SHARES
RESERVED BY THE CORPORATION FOR ISSUANCE AND WHICH MAY BE PURCHASED UPON THE
EXERCISE OF ALL OPTIONS SHALL NOT EXCEED 41,000,000, SUBJECT TO ADJUSTMENT OR
INCREASE OF SUCH NUMBER PURSUANT TO THE PROVISIONS OF SECTION 4.06 HEREOF.
SHARES IN RESPECT OF WHICH OPTIONS ARE NOT EXERCISED SHALL BE AVAILABLE FOR
SUBSEQUENT OPTIONS UNDER THE SHARE OPTION PLAN. NO FRACTIONAL SHARES MAY BE
PURCHASED OR ISSUED UNDER THE SHARE OPTION PLAN.
Eligibility, Grant, Terms of Options:
OPTIONS MAY BE GRANTED TO ELIGIBLE PERSONS.
OPTIONS MAY BE GRANTED BY THE COMPENSATION COMMITTEE TO THE EXTENT THAT SUCH
GRANTS ARE APPROVED BY THE BOARD.
SUBJECT TO THE PROVISIONS OF THE SHARE OPTION PLAN, THE NUMBER OF SHARES SUBJECT
TO EACH OPTION, THE OPTION PRICE, THE EXPIRATION DATE OF EACH OPTION, THE
EXTENT TO WHICH EACH OPTION IS EXERCISABLE FROM TIME TO TIME DURING THE
TERM OF THE OPTION AND THE OTHER TERMS AND CONDITIONS RELATING TO EACH
SUCH OPTION SHALL BE DETERMINED BY THE BOARD. AT NO TIME SHALL THE PERIOD
DURING WHICH AN OPTION SHALL BE EXERCISABLE EXCEED 10 YEARS.
IN THE EVENT THAT NO SPECIFIC DETERMINATION IS MADE BY THE BOARD WITH RESPECT
TO ANY OF THE FOLLOWING MATTERS, EACH OPTION SHALL, SUBJECT TO ANY OTHER
SPECIFIC PROVISIONS OF THE SHARE OPTION PLAN, CONTAIN THE FOLLOWING TERMS
AND CONDITIONS:
THE PERIOD DURING WHICH AN OPTION SHALL BE EXERCISABLE SHALL BE TEN
YEARS FROM THE DATE THE OPTION IS GRANTED TO THE OPTIONEE; AND
THE OPTIONEE MAY TAKE UP NOT MORE THAN 33 1/3% OF THE SHARES COVERED BY
THE OPTION DURING EACH 12 MONTH PERIOD FROM THE DATE OF THE GRANT OF
THE OPTION; PROVIDED, HOWEVER, THAT IF THE NUMBER OF SHARES TAKEN UP
UNDER THE OPTION DURING ANY SUCH 12 MONTH PERIOD IS LESS THAN 33
1/3% OF THE SHARES COVERED BY THE OPTION, THE OPTIONEE SHALL HAVE
THE RIGHT, AT ANY TIME OR FROM TIME TO TIME DURING THE REMAINDER OF
THE TERM OF THE OPTION, TO PURCHASE SUCH NUMBER OF SHARES SUBJECT TO
THE OPTION WHICH WERE PURCHASABLE, BUT NOT PURCHASED BY HIM OR HER,
DURING SUCH 12 MONTH PERIOD.
THE OPTION PRICE OF SHARES, WHICH 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.
NO OPTION AWARDED PURSUANT TO THE PROVISIONS OF THE SHARE OPTION PLAN IS
ASSIGNABLE OR TRANSFERABLE BY ANY ELIGIBLE PERSON OTHER THAN PURSUANT TO A
WILL OR BY THE LAWS OF DESCENT AND DISTRIBUTION OR AS MAY BE APPROVED BY
THE BOARD AND SUBJECT TO COMPLIANCE WITH THE FOLLOWING SENTENCE. SUBJECT
TO THE APPROVAL OF THE BOARD AND, IF REQUIRED, ANY STOCK EXCHANGE OR
REGULATORY AUTHORITY HAVING JURISDICTION OVER THE SECURITIES OF THE
CORPORATION AND COMPLIANCE WITH ALL APPLICABLE REGULATORY REQUIREMENTS AND
LAWS, AN OPTIONEE MAY ASSIGN AN OPTION GRANTED TO SUCH OPTIONEE PURSUANT
TO THE SHARE OPTION PLAN TO AN ELIGIBLE ASSIGNEE; PROVIDED THAT (I) NO
CONSIDERATION IS PAID BY THE ELIGIBLE ASSIGNEE IN CONNECTION WITH THE
TRANSFER OF SUCH OPTION, AND (II) THE OPTION HELD BY THE ELIGIBLE ASSIGNEE
FOLLOWING THE ASSIGNMENT THEREOF BY SUCH OPTIONEE SHALL BE DEEMED, AS LONG
AS SUCH OPTION IS OUTSTANDING, TO BE HELD BY SUCH OPTIONEE FOR PURPOSES OF
THE LIMITATIONS SET FORTH IN SECTION 4.02 AND SECTION 6.01 HEREOF.
Exercise of Options:
SUBJECT TO THE PROVISIONS OF THE SHARE OPTION 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 PERIOD OF TIME
FOLLOWING THE RECEIPT OF SUCH NOTICE AND PAYMENT.
THE CORPORATION MAY, BUT IS NOT OBLIGATED TO, LOAN AN OPTIONEE THE FUNDS
REQUIRED TO EXERCISE AN OPTION. THE BOARD SHALL HAVE THE POWER TO
DETERMINE THE INTEREST RATE CHARGED, IF ANY, AND THE SCHEDULE FOR
REPAYMENT. ANY LOAN MADE PURSUANT TO THIS SECTION SHALL BE REPAYABLE UPON
MATURITY OR UPON THE DEATH OF THE OPTIONEE OR EARLIER IN CERTAIN OTHER
CIRCUMSTANCES SUCH AS TERMINATION OF EMPLOYMENT AND IN ANY EVENT SHALL BE
FULL RECOURSE AND SHALL BE REPAYABLE WITHIN TEN YEARS OF THE EXERCISE OF
THE OPTION. SUCH LOAN WILL BE SECURED BY A PLEDGE OF THE SHARES PURCHASED
WITH THE PROCEEDS OF THE LOAN.
NOTWITHSTANDING ANY OF THE PROVISIONS CONTAINED IN THE SHARE OPTION 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:
COMPLETION OF SUCH REGISTRATION OR OTHER QUALIFICATION OF SUCH SHARES OR
OBTAINING APPROVAL OF SUCH GOVERNMENTAL OR REGULATORY AUTHORITY AS
COUNSEL TO THE CORPORATION SHALL REASONABLY DETERMINE TO BE
NECESSARY OR ADVISABLE IN CONNECTION WITH THE AUTHORISATION,
ISSUANCE OR SALE THEREOF;
THE LISTING OF SUCH SHARES ON THE EXCHANGE; AND
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 REASONABLY 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 the Exchange.
Termination of Employment; Death:
SUBJECT TO SECTION 4.05(B) HEREOF AND ANY EXPRESS RESOLUTION PASSED BY THE BOARD
WITH RESPECT TO AN OPTION, AN OPTION, AND ALL RIGHTS TO PURCHASE PURSUANT
THERETO, SHALL EXPIRE AND TERMINATE WITHIN THREE MONTHS OF THE DATE OF THE
OPTIONEE CEASING TO BE A DIRECTOR, OFFICER OR A PART-TIME OR FULL-TIME
EMPLOYEE OF THE CORPORATION OR OF ANY SUBSIDIARY. THE ENTITLEMENT OF A
CONSULTANT TO OPTIONS INCLUDING THE TERMINATION THEREOF SHALL BE IN
ACCORDANCE WITH THE TERMS OF THE CONSULTING AGREEMENT ENTERED INTO BETWEEN
THE CORPORATION OR THE SUBSIDIARY AND THE CONSULTANT.
IF, BEFORE THE EXPIRY OF AN OPTION IN ACCORDANCE WITH THE TERMS THEREOF, THE
EMPLOYMENT OF THE OPTIONEE WITH THE CORPORATION OR WITH ANY SUBSIDIARY
SHALL TERMINATE, IN EITHER CASE BY REASON OF THE DEATH OF THE OPTIONEE,
SUCH OPTION MAY, SUBJECT TO THE TERMS THEREOF AND ANY OTHER TERMS OF THE
SHARE OPTION PLAN, BE EXERCISED BY THE LEGAL REPRESENTATIVE(S) OF THE
ESTATE OF THE OPTIONEE AT ANY TIME DURING THE FIRST YEAR FOLLOWING THE
DEATH OF THE OPTIONEE (BUT 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 OR
HER EMPLOYMENT.
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 BY THE CORPORATION OR A SUBSIDIARY OR CONTINUES TO BE A DIRECTOR
OF THE SUBSIDIARY OR AN OFFICER OF THE CORPORATION OR ANY SUBSIDIARY.
Change in Control and Certain Adjustments:
NOTWITHSTANDING ANY OTHER PROVISION OF THE SHARE OPTION PLAN IN THE EVENT OF:
THE ACQUISITION BY ANY PERSON WHO WAS NOT, IMMEDIATELY PRIOR TO THE
EFFECTIVE TIME OF THE ACQUISITION, A REGISTERED OR A BENEFICIAL
SHAREHOLDER IN THE CORPORATION, OF SHARES OR RIGHTS OR OPTIONS TO
ACQUIRE SHARES OR SECURITIES WHICH ARE CONVERTIBLE INTO SHARES OR
ANY COMBINATION THEREOF SUCH THAT AFTER THE COMPLETION OF SUCH
ACQUISITION SUCH PERSON WOULD BE ENTITLED TO EXERCISE 30% OR MORE OF
THE VOTES ENTITLED TO BE CAST AT A MEETING OF THE SHAREHOLDERS; OR
THE SALE BY THE CORPORATION OF ALL OR SUBSTANTIALLY ALL OF THE PROPERTY
OR ASSETS OF THE CORPORATION;
then notwithstanding that at the effective time of such transaction the
Optionee may not be entitled to all the Shares subject to the Option, the
Optionee shall be entitled to exercise the Option for the full amount of
the Shares remaining subject to the Option at that time within 90 days of
the close of any such transaction.
APPROPRIATE ADJUSTMENTS WITH RESPECT TO 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 RESULTING FROM
SUBDIVISIONS, CONSOLIDATIONS OR RECLASSIFICATIONS OF THE SHARES, THE
PAYMENT OF STOCK DIVIDENDS OR CASH DIVIDENDS BY THE CORPORATION (OTHER
THAN DIVIDENDS IN THE ORDINARY COURSE), THE DISTRIBUTION OF SECURITIES,
PROPERTY OR ASSETS BY WAY OF DIVIDEND OR OTHERWISE (OTHER THAN DIVIDENDS
IN THE ORDINARY COURSE), OR OTHER RELEVANT CHANGES IN THE CAPITAL STOCK OF
THE CORPORATION OR THE AMALGAMATION OR MERGER OF THE CORPORATION WITH OR
INTO ANY OTHER ENTITY, SUBSEQUENT TO THE APPROVAL OF THE SHARE OPTION PLAN
BY THE BOARD. THE APPROPRIATE ADJUSTMENT IN ANY PARTICULAR CIRCUMSTANCE
SHALL BE CONCLUSIVELY DETERMINED BY THE BOARD IN ITS SOLE DISCRETION,
SUBJECT TO ACCEPTANCE BY THE EXCHANGE, IF APPLICABLE.
Amendment or Discontinuance of Share Option Plan: THE BOARD MAY AMEND OR
DISCONTINUE THE SHARE OPTION PLAN AT ANY TIME UPON RECEIPT OF REQUISITE
REGULATORY APPROVAL INCLUDING WITHOUT LIMITATION, THE APPROVAL OF THE EXCHANGE,
PROVIDED, HOWEVER, THAT NO SUCH AMENDMENT MAY INCREASE THE MAXIMUM NUMBER OF
SHARES THAT MAY BE OPTIONED UNDER THE SHARE OPTION PLAN, CHANGE THE MANNER OF
DETERMINING THE MINIMUM OPTION PRICE OR, WITHOUT THE CONSENT OF THE OPTIONEE,
ALTER OR IMPAIR ANY OF THE TERMS OF ANY OPTION PREVIOUSLY GRANTED TO AN OPTIONEE
UNDER THE SHARE OPTION PLAN. ANY AMENDMENTS TO THE TERMS OF AN OPTION SHALL ALSO
REQUIRE ALL NECESSARY REGULATORY APPROVALS, INCLUDING WITHOUT LIMITATION, THE
APPROVAL OF THE EXCHANGE.
Miscellaneous
THE HOLDER OF AN OPTION SHALL NOT HAVE ANY RIGHTS AS A SHAREHOLDER OF THE
CORPORATION WITH RESPECT TO ANY OF THE SHARES SUBJECT TO SUCH OPTION UNTIL
SUCH HOLDER SHALL HAVE EXERCISED SUCH OPTION IN ACCORDANCE WITH THE TERMS
OF THE SHARE OPTION PLAN (INCLUDING TENDERING PAYMENT IN FULL OF THE
OPTION PRICE OF THE SHARES IN RESPECT OF WHICH THE OPTION IS BEING
EXERCISED) AND THE ISSUANCE OF SHARES BY THE CORPORATION.
NOTHING IN THE SHARE OPTION PLAN OR ANY OPTION SHALL CONFER UPON AN OPTIONEE ANY
RIGHT TO CONTINUE IN THE EMPLOY OF THE CORPORATION OR ANY SUBSIDIARY OR
AFFECT IN ANY WAY THE RIGHT OF THE CORPORATION OR ANY SUBSIDIARY TO
TERMINATE HIS OR HER EMPLOYMENT AT ANY TIME; NOR SHALL ANYTHING IN THE
SHARE OPTION 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 SUBSIDIARY TO EXTEND THE EMPLOYMENT OF ANY OPTIONEE BEYOND THE TIME
WHICH HE OR SHE WOULD NORMALLY BE RETIRED PURSUANT TO THE PROVISIONS OF
ANY PRESENT OR FUTURE RETIREMENT PLAN OF THE CORPORATION OR ANY SUBSIDIARY
OR BEYOND THE TIME AT WHICH HE OR SHE WOULD OTHERWISE BE RETIRED PURSUANT
TO THE PROVISIONS OF ANY CONTRACT OF EMPLOYMENT WITH THE CORPORATION OR
ANY SUBSIDIARY.
TO THE EXTENT REQUIRED BY LAW OR REGULATORY POLICY OR NECESSARY TO ALLOW
SHARES ISSUED ON EXERCISE OF AN OPTION TO BE FREE OF RESALE RESTRICTIONS,
THE CORPORATION SHALL REPORT THE GRANT, EXERCISE OR TERMINATION OF THE
OPTION TO THE EXCHANGE AND THE APPROPRIATE SECURITIES REGULATORY
AUTHORITIES.
Shareholder and Regulatory Approval: THE SHARE OPTION 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 HELD IN ACCORDANCE
WITH THE ACT AND TO ACCEPTANCE BY THE EXCHANGE. ANY OPTIONS GRANTED PRIOR TO
SUCH APPROVAL AND ACCEPTANCES SHALL BE CONDITIONAL UPON SUCH APPROVAL AND
ACCEPTANCE BEING GIVEN AND NO SUCH OPTIONS MAY BE EXERCISED UNLESS SUCH APPROVAL
AND ACCEPTANCE IS GIVEN.
SHARE BONUS PLAN
The Share Bonus Plan: THE SHARE BONUS PLAN IS HEREBY ESTABLISHED FOR ELIGIBLE
PERSONS.
Eligible Persons: THE BOARD SHALL HAVE THE RIGHT TO DETERMINE, IN ITS SOLE AND
ABSOLUTE DISCRETION, THE ELIGIBLE PERSONS ELIGIBLE TO PARTICIPATE IN THE SHARE
BONUS PLAN, TO ISSUE FOR NO CASH CONSIDERATION TO ANY SUCH ELIGIBLE PERSON ANY
NUMBER OF SHARES AS A DISCRETIONARY BONUS SUBJECT TO SUCH PROVISIONS AND
RESTRICTIONS AS THE BOARD MAY DETERMINE AND TO OTHERWISE DETERMINE THE
APPLICATION AND INTERPRETATION OF ANY PROVISION OF THE SHARE BONUS PLAN.
Number of Shares: SUBJECT TO INCREASE BY THE BOARD AND THE RECEIPT OF THE
APPROVAL OF THE EXCHANGE, THE AGGREGATE NUMBER OF SHARES RESERVED BY THE
CORPORATION AND AVAILABLE UNDER THE SHARE BONUS PLAN SHALL BE 5,000,000.
Necessary Approvals: THE OBLIGATION OF THE CORPORATION TO ISSUE AND DELIVER ANY
SHARES IN ACCORDANCE WITH THE SHARE BONUS PLAN SHALL BE SUBJECT TO ANY NECESSARY
APPROVALS OF ANY STOCK EXCHANGE OR REGULATORY AUTHORITY HAVING JURISDICTION OVER
THE SECURITIES OF THE CORPORATION AND COMPLIANCE WITH ALL APPLICABLE REGULATORY
REQUIREMENTS AND LAWS. IF ANY SHARES CANNOT BE ISSUED UNDER THE SHARE BONUS PLAN
TO ANY ELIGIBLE PERSON FOR WHATEVER REASON, THE OBLIGATION OF THE CORPORATION TO
ISSUE SUCH SHARES SHALL TERMINATE WITHOUT ANY OBLIGATION OR LIABILITY TO THE
ELIGIBLE PERSON.
MISCELLANEOUS
Miscellaneous Provisions: IN NO EVENT SHALL ANY SHARE COMPENSATION ARRANGEMENT
(WITHIN THE MEANING OF SECTION 630 OF THE COMPANY MANUAL OF THE TORONTO STOCK
EXCHANGE AS AMENDED OR SUPERSEDED FROM TIME TO TIME), TOGETHER WITH ALL OTHER
PREVIOUSLY ESTABLISHED AND PROPOSED SHARE COMPENSATION ARRANGEMENTS OF THE
CORPORATION, RESULT IN:
THE NUMBER OF SHARES RESERVED FOR ISSUANCE PURSUANT TO OPTIONS GRANTED TO
INSIDERS EXCEED 10 PERCENT OF THE OUTSTANDING ISSUE;
THE ISSUANCE TO INSIDERS, WITHIN A ONE-YEAR PERIOD, OF A NUMBER OF SHARES
EXCEEDING 10 PERCENT OF THE OUTSTANDING ISSUE; OR
THE ISSUANCE TO ANY ONE INSIDER AND SUCH INSIDER'S ASSOCIATES, WITHIN A
ONE-YEAR PERIOD, OF A NUMBER OF SHARES EXCEEDING 5 PERCENT OF THE
OUTSTANDING ISSUE;
and
FOR THE PURPOSES OF (B) AND (C) ABOVE, "OUTSTANDING ISSUE" SHALL BE DETERMINED
ON THE BASIS DESCRIBED IN THE POLICY OF THE EXCHANGE ON STOCK OPTION PLANS
AND STOCK PURCHASE PLANS; AND
FOR THE PURPOSES OF (A), (B) AND (C) ABOVE ANY ENTITLEMENT TO ACQUIRE SHARES
GRANTED PRIOR TO THE OPTIONEE BECOMING AN INSIDER SHALL BE EXCLUDED FOR
THE PURPOSES OF DETERMINING THE NUMBER OF SHARES ISSUABLE TO INSIDERS.
Amendments: ANY AMENDMENT TO THIS SHARE INCENTIVE PLAN SHALL BE SUBJECT TO THE
RECEIPT OF ALL REQUIRED REGULATORY APPROVALS INCLUDING, WITHOUT LIMITATION, THE
APPROVAL OF THE EXCHANGE.
Approval: THIS AMENDMENT TO THE SHARE INCENTIVE PLAN OF THE CORPORATION WHICH
INCREASES THE NUMBER OF SHARES RESERVED FOR ISSUANCES UNDER EACH COMPONENT OF
THE SHARE INCENTIVE PLAN WAS APPROVED BY THE SHAREHOLDERS OF THE CORPORATION AT
ITS ANNUAL AND SPECIAL MEETING HELD ON JUNE 8, 2006.
SCHEDULE "A"
CERTIFICATE OF
BREAKWATER RESOURCES LTD.
BREAKWATER RESOURCES LTD. (the "Corporation"), for good and valuable
consideration, hereby grants to the Optionee set forth below an Option to
purchase common shares of the Corporation. The Option shall be subject to the
terms and conditions set forth in the Breakwater Resources Ltd. Share Option
Plan, as the same may be amended or replaced from time to time (the "Share
Option Plan"), and in addition shall be subject to the terms set forth below:
Optionee :
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Position with the Corporation :
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Number of Options :
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Option Price :
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Expiry Date of Option :
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On the close of business on the Expiry Date, the Options granted will expire and
terminate and be of no further force and effect whatsoever as to the Shares for
which the Option hereby granted has not been exercised.
Where used herein all defined terms shall have the respective meanings
attributed thereto in the Share Option Plan.
DATED this day of , .
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BREAKWATER RESOURCES LTD.
PER:
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The undersigned hereby acknowledges receipt of a copy of the Share Option Plan
and accepts and agrees to the grant of this Option on the terms and conditions
set forth herein and in the Share Option Plan effective as of the date above
written.
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(SIGNATURE OF OPTIONEE)