1999 Stock Incentive Plan (Non-U.S.) - InternetStudios.com Inc.
INTERNETSTUDIOS.COM, INC.
1999 STOCK INCENTIVE PLAN (NON-U.S.)
1. PURPOSE
The purpose of this 1999 Non-U.S. Stock Incentive Plan of InternetStudios.com,
Inc. (the "Company") is to advance the interests of the Company by encouraging
Eligible Employees (as herein defined) to acquire shares of the Company, thereby
increasing their proprietary interest in the Company, encouraging them to remain
associated with the Company and furnish them with additional incentive to
advance the interests of the Company in the conduct of their affairs.
This Plan is specifically designed for Eligible Employees of the Company who are
not residents of the United States and/or subject to taxation in the United
States, although Awards under this Plan may be issued to other Eligible
Employees.
2. DEFINITIONS
As used herein, the following definitions shall apply:
(a) "ADMINISTRATOR" means the Board or a Committee of the Board duly
appointed by the Board as the Administrator hereof;
(b) "AFFILIATE" and "ASSOCIATE" shall have the respective meanings
ascribed to such terms in the Securities Act.
(c) "APPLICABLE LAWS" means the legal requirements relating to the
administration of stock incentive plans, if any, under applicable
provisions of federal securities laws, state corporate and
securities laws, the Securities Act, the rules of any applicable
stock exchange or national market system, and the rules of any
foreign jurisdiction applicable to Awards granted to residents
therein.
(d) "AWARD" means the grant of an Option, SAR, Restricted Stock or
other right or benefit under the Plan. (e) "AWARD AGREEMENT" means
the written agreement evidencing the grant of an Award executed by
the Company and the Grantee, including any amendments thereto.
(f) "BOARD" means the Board of Directors of the Company.
(g) "CAUSE" means, with respect to the termination by the Company or a
Related Entity of the Grantee's Continuous Service, that such
termination is for `Cause' as such term is expressly defined in a
then-effective written agreement between the Grantee and the
Company or such Related Entity, or in the absence of such
then-effective written agreement and definition, is based on, in
the determination of the Administrator, the Grantee's:
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(i) refusal or failure to act in accordance with any specific,
lawful direction or order of the Company or a Related
Entity;
(ii) unfitness or unavailability for service or unsatisfactory
performance (other than as a result of Disability);
(iii) performance of any act or failure to perform any act in bad
faith and to the detriment of the Company or a Related
Entity;
(iv) dishonesty, intentional misconduct or material breach of
any agreement with the Company or a Related Entity; or
(v) commission of a crime involving dishonesty, breach of
trust, or physical or emotional harm to any person.
(h) "CHANGE IN CONTROL" means a change in ownership or control of the
Company effected through either of the following transactions:
(i) the direct or indirect acquisition by any person or related
group of persons (other than an acquisition from or by the
Company or by a Company-sponsored employee benefit plan or
by a person that directly or indirectly controls, is
controlled by, or is under common control with, the
Company) of beneficial ownership of securities possessing
more than fifty percent (50%) of the total combined voting
power of the Company's outstanding securities pursuant to a
tender or exchange offer made directly to the Company's
shareholders which a majority of the Continuing Directors
who are not Affiliates or Associates of the offeror do not
recommend such shareholders accept, or
(ii) a change in the composition of the Board over a period of
thirty-six (36) months or less such that a majority of the
Board members (rounded up to the next whole number) ceases,
by reason of one or more contested elections for Board
membership, to be comprised of individuals who are
Continuing Directors.
(i) "COMMITTEE" means any committee appointed by the Board to
administer the Plan.
(j) "COMMON STOCK" means the common stock of the Company.
(k) "COMPANY" means InternetStudios.com, Inc., a Nevada corporation.
(l) "CONSULTANT" means any person (other than an Employee or, solely
with respect to rendering services in such person's capacity as a
Director) who is engaged by the Company or any Related Entity to
render consulting or advisory services to the Company or such
Related Entity.
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(m) "CONTINUING DIRECTORS" means members of the Board who either (i)
have been Board members continuously for a period of at least
thirty-six (36) months or (ii) have been Board members for less
than thirty-six (36) months and were elected or nominated for
election as Board members by at least a majority of the Board
members described in clause (i) who were still in office at the
time such election or nomination was approved by the Board.
(n) "CONTINUOUS SERVICE" means that the provision of services to the
Company or a Related Entity in any capacity of Employee, Director
or Consultant, is not interrupted or terminated. Continuous
Service shall not be considered interrupted in the case of (i) any
approved leave of absence, (ii) transfers between locations of the
Company or among the Company, any Related Entity, or any
successor, in any capacity of Employee, Director or Consultant, or
(iii) any change in status as long as the individual remains in
the service of the Company or a Related Entity in any capacity of
Employee, Director or Consultant (except as otherwise provided in
the Award Agreement). An approved leave of absence shall include
sick leave, military leave, or any other authorized personal
leave. For purposes of Options, no such leave may exceed ninety
(90) days, unless reemployment upon expiration of such leave is
guaranteed by statute or contract.
(o) "CORPORATE TRANSACTION" means any of the following transactions:
(i) a merger or consolidation in which the Company is not the
surviving entity, except for a transaction the principal
purpose of which is to change the jurisdiction in which the
Company is organized;
(ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Company (including
the capital stock of the Company's subsidiary corporations)
in connection with the complete liquidation or dissolution
of the Company; or
(iii) any reverse merger in which the Company is the surviving
entity but in which securities possessing more than fifty
percent (50%) of the total combined voting power of the
Company's outstanding securities are transferred to a
person or persons different from those who held such
securities immediately prior to such merger.
(p) "DIRECTOR" means a member of the Board or the board of directors
of any Related Entity.
(q) "DISABILITY" means that a Grantee is unable to carry out the
responsibilities and functions of the position held by the Grantee
by reason of any medically determinable physical or mental
impairment. A Grantee will not be considered to have incurred a
Disability unless he or she furnishes proof of such impairment
sufficient to satisfy the Administrator in its discretion.
(r) "ELIGIBLE EMPLOYEE" means any person who is an Officer, a
Director, an Employee or a Consultant.
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(s) "EMPLOYEE" means any person, including an Officer or Director, who
is a full-time or part-time employee of the Company or any Related
Entity.
(t) "FAIR MARKET VALUE" means, as of any date, the value of Common
Stock determined as follows:
(i) Where there exists a public market for the Common Stock,
the Fair Market Value shall be (A) the closing price for a
Share for the last market trading day prior to the time of
the determination (or, if no closing price was reported on
that date, on the last trading date on which a closing
price was reported) on the stock exchange determined by the
Administrator to be the primary market for the Common Stock
or the Nasdaq National Market, whichever is applicable or
(B) if the Common Stock is not traded on any such exchange
or national market system, the average of the closing bid
and asked prices of a Share on the Nasdaq Small Cap Market
for the day prior to the time of the determination (or, if
no such prices were reported on that date, on the last date
on which such prices were reported), in each case, as
reported in THE WALL STREET JOURNAL or such other source as
the Administrator deems reliable; or
(ii) In the absence of an established market for the Common
Stock of the type described in 2.(s)(i), above, the Fair
Market Value thereof shall be determined by the
Administrator in good faith.
(u) "GRANTEE" means an Eligible Employee who receives an Award
pursuant to an Award Agreement under the Plan.
(v) "INSIDER" means:
(i) a Director or Senior Officer of the Company;
(ii) a Director or Senior Officer of a person that is itself an
Insider or Subsidiary of the Company; (iii) a person that
has:
A. direct or indirect beneficial ownership of,
B. control or direction over, or
C. a combination of direct or indirect beneficial
ownership of and control or direction over
securities of the Company carrying more than 10% of
the voting rights attached to all the Company's
outstanding voting securities, excluding, for the
purpose of the calculation of the percentage held,
any securities held by the person as underwriter in
the course of a distribution, or
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(iv) the Company itself, if it has purchased, redeemed or
otherwise acquired any securities of its own issue, for so
long as it continues to hold those securities.
(w) "Officer" means a person who is an officer, including a Senior
Officer, of the Company or a Related Entity within the meaning
prescribed to under the Securities Act and the rules and
regulations promulgated thereunder.
(x) "OPTION" means an option to purchase Shares pursuant to an Award
Agreement granted under the Plan. (y) "PARENT" means a "parent
corporation", whether now or hereafter existing, which holds a
majority of the voting shares of the Company.
(z) "PERFORMANCE SHARES" means Shares or an Award denominated in
Shares which may be earned in whole or in part upon attainment of
performance criteria established by the Administrator.
(aa) "PERFORMANCE UNITS" means an Award which may be earned in whole or
in part upon attainment of performance criteria established by the
Administrator and which may be settled for cash, Shares or other
securities or a combination of cash, Shares or other securities as
established by the Administrator.
(bb) "PLAN" means this 1999 Stock Incentive Plan.
(cc) "RELATED ENTITY" means any Parent, Subsidiary and any business,
corporation, partnership, limited liability company or other
entity in which the Company, a Parent or a Subsidiary holds a
substantial ownership interest, directly or indirectly.
(dd) "RESTRICTED STOCK" means Shares issued under the Plan to the
Grantee for such consideration, if any, and subject to such
restrictions on transfer, rights of first refusal, repurchase
provisions, forfeiture provisions, and other terms and conditions
as established by the Administrator.
(ee) "SAR" means a stock appreciation right entitling the Grantee to
Shares or cash compensation, as established by the Administrator,
measured by appreciation in the value of Common Stock.
(ff) "SECURITIES ACT" means the British Columbia Securities Act,
R.S.B.C. 1996, as amended.
(gg) "SENIOR OFFICER" means:
(i) the chair or vice chair of the Board, the president, a
vice-president, the secretary, the treasurer or the general
manager of the Company;
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(ii) any individual who performs functions for a person similar
to those normally performed by an individual occupying any
office specified in paragraph 2.(ff)(i) above, and
(iii) the five (5) highest paid employees of the Company,
including any individual referred to in paragraph 2.(ff)(i)
or 2.(ff)(ii) and excluding a commissioned salesperson who
does not act in a managerial capacity.
(hh) "SHARE" means a share of the Common Stock.
(ii) "SUBSIDIARY" means a "subsidiary corporation", whether now or
hereafter existing, as determined by British Columbia corporate
law.
(jj) "RELATED ENTITY DISPOSITION" means the sale, distribution or other
disposition by the Company of all or substantially all of the
Company's interests in any Related Entity effected by a sale,
merger or consolidation or other transaction involving that
Related Entity or the sale of all or substantially all of the
assets of that Related Entity.
3. STOCK SUBJECT TO THE PLAN
Subject to the provisions of Section 10 below, the maximum aggregate number of
Shares which may be issued pursuant to all Awards (including Options) is 500,000
Shares. The Shares to be issued pursuant to Awards may be authorized, but
unissued, or reacquired Common Stock.
Any Shares covered by an Award (or portion of an Award) which is forfeited or
cancelled, expires or is settled in cash, shall be deemed not to have been
issued for purposes of determining the maximum aggregate number of Shares which
may be issued under the Plan. Shares that actually have been issued under the
Plan pursuant to an Award shall not be returned to the Plan and shall not become
available for future issuance under the Plan, except that if Shares are
forfeited or repurchased by the Company at their original purchase price, such
Shares shall become available for future grant under the Plan.
No Insider of the Company is eligible to receive an Award where:
(a) Insiders are not Directors or Senior Officers of the Company and
receiving Options as Consultants of the Company;
(b) any Award, together with all of the Company's other previously
established or proposed Awards could result at any time in:
(i) the number of Shares reserved for issuance pursuant to
Options granted to Insiders exceeding 10% of the
outstanding issue of Common Stock; or
(ii) the issuance to Insiders, within a one year period of a
number of Shares exceeding 10% of the outstanding issue of
the Common Stock;
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provided, however, that this restriction on the eligibility of Insiders to
receive an Award will cease to apply if it is no longer required under any
Applicable Laws.
4. ADMINISTRATION
(a) Plan Administrator
(i) ADMINISTRATION WITH RESPECT TO ELIGIBLE EMPLOYEES. With
respect to grants of Awards to Eligible Employees, the Plan
shall be administered by (A) the Board or (B) a Committee
designated by the Board, which Committee shall be
constituted in such a manner as to satisfy the Applicable
Laws. Once appointed, such Committee shall continue to
serve in its designated capacity until otherwise directed
by the Board.
(ii) ADMINISTRATION ERRORS. In the event an Award is granted in
a manner inconsistent with the provisions of this
subsection 4.(a), such Award shall be presumptively valid
as of its grant date to the extent permitted by the
Applicable Laws.
(b) POWERS OF THE ADMINISTRATOR. Subject to Applicable Laws and the
provisions of the Plan (including any other powers given to the
Administrator hereunder), and except as otherwise provided by the
Board, the Administrator shall have the authority, in its
discretion:
(i) to select the Eligible Employees to whom Awards may be
granted from time to time hereunder;
(ii) to determine whether and to what extent Awards are granted
hereunder;
(iii) to determine the number of Shares or the amount of other
consideration to be covered by each Award granted
hereunder;
(iv) to approve forms of Award Agreements for use under the
Plan;
(v) to determine the terms and conditions of any Award granted
hereunder;
(vi) to amend the terms of any outstanding Award granted under
the Plan, including a reduction in the exercise price (or
base amount on which appreciation is measured) of any Award
to reflect a reduction in the Fair Market Value of the
Common Stock since the grant date of the Award, provided
that any amendment that would adversely affect the
Grantee's rights under an outstanding Award shall not be
made without the Grantee's written consent;
(vii) the Administrator shall have the right to suspend the right
of a holder to exercise all or part of a stock option for
any reason that the Administrator considers in the best
interest of the Company;
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(viii) to establish additional terms, conditions, rules or
procedures to accommodate the rules or laws of applicable
foreign jurisdictions and to afford Grantees favourable
treatment under such laws; provided, however, that no Award
shall be granted under any such additional terms,
conditions, rules or procedures with terms or conditions
which are inconsistent with the provisions of the Plan; and
(ix) to take such other action, not inconsistent with the terms
of the Plan, as the Administrator deems appropriate.
(c) EFFECT OF ADMINISTRATOR'S DECISION. All decisions, determinations
and interpretations of the Administrator shall be conclusive and
binding on all persons.
5. ELIGIBILITY
Options and Awards other than Options may be granted to Eligible Employees. An
Eligible Employee who has been granted an Award may, if otherwise eligible, be
granted additional Awards.
6. TERMS AND CONDITIONS OF AWARDS
(a) TYPE OF AWARDS. The Administrator is authorized under the Plan to
award any type of arrangement to an Eligible Employee that is not
inconsistent with the provisions of the Plan and that by its terms
involves or might involve the issuance of (i) Shares, (ii) an
Option, (iii) a SAR or similar right with a fixed or variable
price related to the Fair Market Value of the Shares and with an
exercise or conversion privilege related to the passage of time,
the occurrence of one or more events, or the satisfaction of
performance criteria or other conditions, or (iv) any other
security with the value derived from the value of the Shares. Such
awards include, without limitation, Options, SARs, sales or
bonuses of Restricted Stock, Performance Units or Performance
Shares, and an Award may consist of one such security or benefit,
or two (2) or more of them in any combination or alternative.
(b) DESIGNATION OF AWARD. Each Award shall be designated in the Award
Agreement.
(c) CONDITIONS OF AWARD. Subject to the terms of the Plan, the
Administrator shall determine the provisions, terms, and
conditions of each Award including, but not limited to, the Award
vesting schedule, repurchase provisions, rights of first refusal,
forfeiture provisions, form of payment (cash, Shares, or other
consideration) upon settlement of the Award, payment
contingencies, and satisfaction of any performance criteria. The
performance criteria established by the Administrator may be based
on any one of, or combination of, increase in share price,
earnings per share, total shareholder return, return on equity,
return on assets, return on investment, net operating income, cash
flow, revenue, economic value added, personal management
objectives, or other measures of performance selected by the
Administrator. Partial achievement of the specified criteria may
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result in a payment or vesting corresponding to the degree of
achievement as specified in the Award Agreement.
(d) ACQUISITIONS AND OTHER TRANSACTIONS. The Administrator may issue
Awards under the Plan in settlement, assumption or substitution
for, outstanding awards or obligations to grant future awards in
connection with the Company or a Related Entity acquiring another
entity, an interest in another entity or an additional interest in
a Related Entity whether by merger, stock purchase, asset purchase
or other form of transaction.
(e) DEFERRAL OF AWARD PAYMENT. The Administrator may establish one or
more programs under the Plan to permit selected Grantees the
opportunity to elect to defer receipt of consideration upon
exercise of an Award, satisfaction of performance criteria, or
other event that absent the election would entitle the Grantee to
payment or receipt of Shares or other consideration under an
Award. The Administrator may establish the election procedures,
the timing of such elections, the mechanisms for payments of, and
accrual of interest or other earnings, if any, on amounts, Shares
or other consideration so deferred, and such other terms,
conditions, rules and procedures that the Administrator deems
advisable for the administration of any such deferral program.
(f) AWARD EXCHANGE PROGRAMS. The Administrator may establish one or
more programs under the Plan to permit selected Grantees to
exchange an Award under the Plan for one or more other types of
Awards under the Plan on such terms and conditions as determined
by the Administrator from time to time.
(g) SEPARATE PROGRAMS. The Administrator may establish one or more
separate programs under the Plan for the purpose of issuing
particular forms of Awards to one or more classes of Grantees on
such terms and conditions as determined by the Administrator from
time to time.
(h) INDIVIDUAL OPTION AND SAR LIMIT. The maximum number of Shares with
respect to which Options and SARs may be granted to any Employee
in any fiscal year of the Company shall be 300,000 Shares. The
foregoing limitation shall be adjusted proportionately in
connection with any change in the Company's capitalization
pursuant to Section 10, below.
(i) EARLY EXERCISE. The Award Agreement may, but need not, include a
provision whereby the Grantee may elect at any time while an
Eligible Employee to exercise any part or all of the Award prior
to full vesting of the Award. Any unvested Shares received
pursuant to such exercise may be subject to a repurchase right in
favour of the Company or a Related Entity or to any other
restriction the Administrator determines to be appropriate.
(j) TERM OF AWARD. The term of each Award shall be the term stated in
the Award Agreement, provided, however, that the term of an Option
shall be no more than ten (10) years from the date of grant
thereof.
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(k) TRANSFERABILITY OF AWARDS. Options may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner
other than by will or by the laws of descent or distribution and
may be exercised, during the lifetime of the Grantee, only by the
Grantee; provided, however, that the Grantee may designate a
beneficiary of the Grantee's Option in the event of the Grantee's
death on a beneficiary designation form provided by the
Administrator. Other Awards shall be transferable to the extent
provided in the Award Agreement.
(l) TIME OF GRANTING AWARDS. The date of grant of an Award shall for
all purposes be the date on which the Administrator makes the
determination to grant such Award, or such other date as is
determined by the Administrator. Notice of the grant determination
shall be given to each Employee, Director or Consultant to whom an
Award is so granted within a reasonable time after the date of
such grant.
7. AWARD EXERCISE OR PURCHASE PRICE, CONSIDERATION, TAXES AND RELOAD OPTIONS
(a) EXERCISE OR PURCHASE PRICE. The exercise or purchase price, if
any, for an Award shall be as determined by the Administrator in
compliance with the Applicable Laws.
(b) CONSIDERATION. Subject to Applicable Laws, the consideration to be
paid for the Shares to be issued upon exercise or purchase of an
Award including the method of payment, shall be determined by the
Administrator (and, in the case of an Option, shall be determined
at the time of grant). In addition to any other types of
consideration the Administrator may determine, the Administrator
is authorized to accept as consideration for Shares issued under
the Plan the following:
(i) cash;
(ii) check;
(iii) surrender of Shares or delivery of a properly executed form
of attestation of ownership of Shares as the Administrator
may require (including withholding of Shares otherwise
deliverable upon exercise of the Award) which have a Fair
Market Value on the date of surrender or attestation equal
to the aggregate exercise price of the Shares as to which
said Award shall be exercised (but only to the extent that
such exercise of the Award would not result in an
accounting compensation charge with respect to the Shares
used to pay the exercise price unless otherwise determined
by the Administrator); or
(iv) any combination of the foregoing methods of payment.
(c) TAXES. No Shares shall be delivered under the Plan to any Grantee
or other person until such Grantee or other person has made
arrangements acceptable to the Administrator for the satisfaction
of any foreign, federal, state, or local
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income and employment tax withholding obligations, including,
without limitation, obligations incident to the receipt of
Shares or the disqualifying disposition of Shares received on
exercise of an Option. Upon exercise of an Award, the Company
shall withhold or collect from Grantee an amount sufficient to
satisfy such tax obligations.
(d) RELOAD OPTIONS. In the event the exercise price or tax withholding
of an Option is satisfied by the Company or the Grantee's employer
withholding Shares otherwise deliverable to the Grantee, the
Administrator may issue the Grantee an additional Option, with
terms identical to the Award Agreement under which the Option was
exercised, but at an exercise price as determined by the
Administrator in accordance with the Plan.
8. EXERCISE OF AWARD
(a) PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER.
(i) Any Award granted hereunder shall be exercisable at such
times and under such conditions as determined by the
Administrator under the terms of the Plan and specified in
the Award Agreement.
(ii) An Award shall be deemed to be exercised when written
notice of such exercise has been given to the Company in
accordance with the terms of the Award by the person
entitled to exercise the Award and full payment for the
Shares with respect to which the Award is received by the
Company. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or
receive dividends or any other rights as a shareholder
shall exist with respect to Shares subject to an Award,
notwithstanding the exercise of an Option or other Award.
The Company shall issue (or cause to be issued) such stock
certificate promptly upon exercise of the Award. No
adjustment will be made for a dividend or other right for
which the record date is prior to the date the stock
certificate is issued, except as provided in the Award
Agreement or Section 10, below.
(b) EXERCISE OF AWARD FOLLOWING TERMINATION OF CONTINUOUS SERVICE.
(i) An Award may not be exercised after the termination date of
such Award set forth in the Award Agreement and may be
exercised following the termination of a Grantee's
Continuous Service only to the extent provided in the Award
Agreement.
(ii) Where the Award Agreement permits a Grantee to exercise an
Award following the termination of the Grantee's Continuous
Service for a specified period, the Award shall terminate
to the extent not exercised on the last day of the
specified period or the last day of the original term of
the Award, whichever occurs first.
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(c) BUYOUT PROVISIONS. The Administrator may at any time offer to buy
out for a payment in cash or Shares, an Award previously granted,
based on such terms and conditions as the Administrator shall
establish and communicate to the Grantee at the time that such
offer is made.
9. CONDITIONS UPON ISSUANCE OF SHARES
(a) Shares shall not be issued pursuant to the exercise of an Award
unless the exercise of such Award and the issuance and delivery of
such Shares pursuant thereto shall comply with all Applicable
Laws, and shall be further subject to the approval of counsel for
the Company with respect to such compliance.
(b) As a condition to the exercise of an Award, the Company may
require the person exercising such Award to represent and warrant
at the time of any such exercise that the Shares are being
purchased only for investment and without any present intention to
sell or distribute such Shares if, in the opinion of counsel for
the Company, such a representation is required by any Applicable
Laws.
10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
Subject to any required action by the shareholders of the Company, the number of
Shares covered by each outstanding Award, and the number of Shares which have
been authorized for issuance under the Plan but as to which no Awards have yet
been granted or which have been returned to the Plan, the exercise or purchase
price of each such outstanding Award, as well as any other terms that the
Administrator determines require adjustment shall be proportionately adjusted
for (i) any increase or decrease in the number of issued Shares resulting from a
stock split, reverse stock split, stock dividend, combination or
reclassification of the Shares, (ii) any other increase or decrease in the
number of issued Shares effected without receipt of consideration by the
Company, or (iii) as the Administrator may determine in its discretion, any
other reorganization transaction with respect to Common Stock; provided, however
that conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration. Such adjustment shall
be made by the Administrator and its determination shall be final, binding and
conclusive. Except as the Administrator determines, no issuance by the Company
of shares of stock of any class, or securities convertible into shares of stock
of any class, shall affect, and no adjustment by reason hereof shall be made
with respect to, the number or price of Shares subject to an Award.
11. CORPORATE TRANSACTIONS/CHANGES IN CONTROL/RELATED ENTITY DISPOSITIONS
Except as may be provided in an Award Agreement the Administrator shall have the
authority, exercisable either in advance of any actual or anticipated Corporate
Transaction, Change in Control or Related Entity Disposition or at the time of
an actual Corporate Transaction, Change in Control or Related Entity Disposition
and exercisable at the time of the grant of an Award under the Plan or any time
while an Award remains outstanding, to provide for the full automatic vesting
and exercisability of one or more outstanding unvested Awards under the Plan and
the release from restrictions on transfer and repurchase or forfeiture rights of
such Awards in
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connection with a Corporate Transaction, Change in Control or Related Entity
Disposition, on such terms and conditions as the Administrator may specify.
The Administrator also shall have the authority to condition any such Award
vesting and exercisability or release from such limitations upon the
subsequent termination of the Continuous Service of the Grantee within a
specified period following the effective date of the Corporate Transaction,
Change in Control or Related Entity Disposition. The Administrator may
provide that any Awards so vested or released from such limitations in
connection with a Change in Control or Related Entity Disposition, shall
remain fully exercisable until the expiration or sooner termination of the
Award. Effective upon the consummation of a Corporate Transaction, all
outstanding Awards under the Plan shall terminate unless assumed by the
successor company or its parent.
12. EFFECTIVE DATE AND TERM OF PLAN
The Plan shall become effective upon the earlier to occur of its adoption by the
Board or its approval by the shareholders of the Company. It shall continue in
effect for a term of ten (10) years unless sooner terminated. Subject to Section
17, below, and Applicable Laws, Awards may be granted under the Plan upon its
becoming effective.
13. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN
(a) The Board may at any time amend, suspend or terminate the Plan. To
the extent necessary to comply with Applicable Laws, the Company
shall obtain shareholder approval of any Plan amendment in such a
manner and to such a degree as required.
(b) No Award may be granted during any suspension of the Plan or after
termination of the Plan.
(c) Any amendment, suspension or termination of the Plan (including
termination of the Plan under Section 13.(a), above) shall not
affect Awards already granted, and such Awards shall remain in
full force and effect as if the Plan had not been amended,
suspended or terminated, unless mutually agreed otherwise between
the Grantee and the Administrator, which agreement must be in
writing and signed by the Grantee and the Company.
14. RESERVATION OF SHARES
(a) The Company, during the term of the Plan, will at all times
reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.
(b) The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by
the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares
as to which such requisite authority shall not have been obtained.
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15. NO EFFECT ON TERMS OF EMPLOYMENT/CONSULTING RELATIONSHIP
The Plan shall not confer upon any Grantee any right with respect to the
Grantee's Continuous Service, nor shall it interfere in any way with his or her
right or the Company's right to terminate the Grantee's Continuous Service at
any time, with or without cause.
16. NO EFFECT ON RETIREMENT AND OTHER BENEFIT PLANS
Except as specifically provided in a retirement or other benefit plan of the
Company or a Related Entity, Awards shall not be deemed compensation for
purposes of computing benefits or contributions under any retirement plan of the
Company or a Related Entity, and shall not affect any benefits under any other
benefit plan of any kind or any benefit plan subsequently instituted under which
the availability or amount of benefits is related to level of compensation.
17. SHAREHOLDER APPROVAL
The Plan shall be subject to the Plan's approval by the shareholders of the
Company within twelve (12) months from the date the Plan is adopted by the
Company's Board of Directors. Such shareholder approval shall be obtained in the
degree and manner required under Applicable Laws. The Administrator may grant
Awards under the Plan prior to approval by the shareholders, but until such
approval is obtained, no such Award shall be exercisable. In the event that
shareholder approval is not obtained within the twelve (12) month period
provided above, all Awards previously granted under the Plan shall be cancelled
and of no force or effect.
18. GOVERNING LAW
The Plan shall be governed by the laws of the Province of British Columbia and
the laws of Canada applicable therein; provided, however, that any Award
Agreement may provide by its terms that it shall be governed by the laws of any
other jurisdiction as may be deemed appropriate by the parties thereto.
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