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Exhibit 99.1
JANNA SYSTEMS INC.
AMENDED AND RESTATED SHARE COMPENSATION PLAN
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JANNA SYSTEMS INC.
SHARE COMPENSATION PLAN ARTICLE 1 - GENERAL
ARTICLE 1. - General
Section 1. General Provisions
1.1. Plan. This Plan consists of two parts being the Corporation's Share
Purchase Plan and its Share Option Plan.
1.2. Purpose. The purpose of this Plan is to advance the interests of the
Corporation by:
(a) providing Eligible Persons with additional incentive;
(b) encouraging stock ownership by Eligible Persons;
(c) increasing the proprietary interest of Eligible Persons in the
success of the Corporation;
(d) encouraging Eligible Persons to remain with the Corporation or
its Affiliates; and
(e) attracting new Canadian employees, officers, directors and
Consultants to the Corporation or its Affiliates.
1.3. Administration.
(a) This Plan will be administered by the Board or a committee of the
Board duly appointed for this purpose by the Board and consisting
of:
(i) not less than 3 directors where the Corporation has 3 or
more directors; or
(ii) all of the directors, where the Corporation has less than
three directors
and if a committee is appointed for this purpose, all references to the
term "Board" will be deemed to be references to the committee.
(b) Subject to the limitations of this Plan, the Board has the
authority: (i) to grant Options to purchase Shares to Eligible
Persons;
(i) to grant Options to purchase Shares to Eligible Persons;
(ii) to determine the terms, including the limitations,
restrictions and conditions, if any, upon such grants;
(iii) to interpret this Plan and to adopt, amend and rescind
such administrative guidelines and other rules and
Regulations relating to this Plan as it may from time to
time deem advisable, subject to required prior approval by
any applicable regulatory authority; and
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(iv) to make all other determinations and to take all other
actions in connection with the implementation and
administration of this Plan as it may deem necessary or
advisable.
(c) The Board's guidelines, rules, Regulations, interpretations and
determinations will be conclusive and binding upon all parties.
1.4. Interpretation. For the purposes of this Plan, the following terms will
have the following meaning unless otherwise defined elsewhere in this
Plan:
(a) "Affiliate" means any corporation that is an affiliate of the
Corporation as defined under the Securities Act (Ontario);
(b) "Associate" has the meaning attributed to it in the Securities
Act (Ontario);
(c) "Base Remuneration" means, in respect of any Eligible Person, the
dollar value of all salary actually agreed to be paid by the
Corporation or any an Affiliate (or comparable remuneration with
respect to a Consultant) to an Eligible Person in the Year in
which a purchase of Shares is made, before deduction for income
taxes;
(d) "Board" means the Board of Directors of the Corporation or a
committee thereof appointed in accordance with the Plan, and
includes the sole director of the Corporation where the
Corporation has only one director;
(e) "Consultant" means either:
(i) an individual (including an individual whose services are
contracted for through a corporation); or
(ii) a corporation, in either case, designated by the Board
with whom the Corporation has a contract for substantial
services;
(f) "Corporation" means Janna Systems Inc.;
(g) "Eligible Person" means, subject to the Regulations and to all
applicable law, any Canadian employee, officer, director or
Consultant of:
(i) the Corporation; or
(ii) any Affiliate of the Corporation; and
includes any such person who is on a leave of absence authorized by the
Board or the Board Directors of any Affiliate;
(h) "Instalment Plan" means the plan referred to in section 2.6;
(i) "Insider" has the meaning attributed to it in section 627 of The
Toronto Stock Exchange Company Manual;
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(j) "Open Period" means a period of time, not exceeding thirty (30)
days as specified by the Board, during which Purchase Rights may
be exercised by Eligible Persons, as established by the
Regulations to the SPP from time to time;
(k) "Option" means a right granted to an Eligible Person to purchase
Shares of the Corporation on the terms of this Plan;
(l) "Participant" means an Eligible Person to whom or to whose RRSP
an Option has been granted, or an Eligible Person to whom or to
whose RRSP a Purchase Right has been granted and who has elected
on his own behalf or on behalf of his RRSP to participate in the
SPP by completing and submitting a Purchase Right Exercise
Agreement, as the case may be;
(m) "Plan" means the Corporation' s Share Compensation Plan
consisting of the SPP and the SOP;
(n) "Purchase Right" means a right granted to an Eligible Person to
Purchase Shares of the Corporation under the terms of the SPP;
(o) "Purchase Right Exercise Agreement" means the agreement referred
to in section 2.2(b);
(p) "Regulations" means the regulations made pursuant to this Plan,
as same may be amended from time to time;
(q) "RRSP" means a registered retirement savings plan;
(r) "Share Price" means the price at which shares subject to this
Plan can be purchased as determined by the Board in accordance
with the SPP;
(s) "Shares" means the common shares of the Corporation;
(t) "Share Option Plan" or "SOP" means the Share Option Plan segment
of the Plan;
(u) "Share Purchase Plan" or "SPP" means the Share Purchase Plan
segment of the Plan;
(v) "Termination Date" means the date on which a Participant ceases
to be an Eligible Person;
(w) "Transfer" includes any sale, exchange, assignment, gift,
bequest, disposition, mortgage, charge, pledge, encumbrance,
grant of security interest or other arrangement by which
possession, legal title or beneficial ownership passes from one
person to another, or to the same person in a different capacity,
whether or not voluntary or not voluntary and whether or not for
value, and any agreement to effect any of the foregoing;
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(x) "Trustee" means a person appointed by the Board to act in the
capacity of trustee for the benefit of the SPP; and
(y) "Year" means a fiscal year of the Corporation commencing on
January 1 and ending on December 31.
Words importing the singular number include the plural and vice versa
and words importing the masculine gender include the feminine.
1.5. Shares Reserved
(a) The maximum number of Shares available for purchase or issuance
under this Plan is 3,860,000.
(b) Any Shares subject to Purchase Rights under the SPP or to an
Option which has been granted under the SOP and which for any
reason have been cancelled or terminated without having been
exercised will again be available under this Plan. Subject to
regulatory approval, any Shares subject to Purchase Rights under
the SPP which are purchased in the open market pursuant to
section 2.4 rather than issued from treasury will again be
available under this Plan.
1.6. Governing Law. This Plan is to be governed by and interpreted in
accordance with the laws of the Province of Ontario and the laws of
Canada applicable therein.
ARTICLE 2. - SHARE PURCHASE PLAN
2.1. Grants. Each Eligible Person has Purchase Rights enabling purchase in
each Year of that number. of Shares at a purchase price equal to or less
than 10% of the Eligible Person's Base Remuneration for the Year in
which the purchase is made.
2.2. Exercise of Purchase Rights.
(a) Subject to the Regulations, Purchase Rights may be exercised in
whole or in part in respect of each Year, during any Open period
in that Year. Purchase Rights not exercised in any Year may not
be carried forward to a future Year.
(b) To exercise a Purchase Right, an Eligible Person must complete,
execute and deliver to the Corporation a Purchase Right Exercise
Agreement in the form of Schedule "A" (as the same may be amended
from time to time by the Regulations). When signed by the
Corporation, the Purchase Right Exercise Agreement will govern
the exercise of Purchase Rights by an Eligible Person.
(c) No fractional Shares may be issued. To the extent that an
Eligible Person is entitled to receive on the exercise of a
Purchase Right a fraction of a Share, such Purchase Right may
only be exercised in respect of such fraction in combination with
another Purchase Right or Purchase Rights which in the aggregate
entitle the Eligible Person to receive a whole number of Shares.
If the Eligible Person is not able to or elects not to, combine
Purchase Rights in this manner, Purchase Rights
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which would otherwise entitle an Eligible Person to receive upon
exercise, a fraction of a Share, will entitle such Eligible
Person to receive that lower number of Shares which is a whole
number.
2.3. Purchase Price
(a) The Board will establish the Share Price for each Open Period on
the basis of the simple average of the high and low trading
prices of the Shares on the market with the largest trading
volume of the Shares on the five consecutive trading days
preceding the first day of that Open Period. If there is no
trading on any of those five days, the price for any relevant day
will be the average of the bid and ask prices on that day. At the
discretion of the Board, the Share Price may be established at
the market price less a discount fixed by the Board from time to
time to a maximum discount of ten percent (10%).
(b) If a discount is to be applied, the Board will use reasonable
efforts to make its decision and announce it to all Eligible
Persons prior to the commencement of the next relevant Open
Period.
2.4. Issuance, Purchase of Shares. Shares purchased by participants under the
SPP may be issued from treasury or, subject to applicable law and at the
direction of the Board, previously issued Shares may be purchased by the
Trustee in the open market.
2.5. Payment of Purchase Price
(a) The Share Price for each Share purchased under a Purchase Right
must be paid either:
(i) in full by bank draft or certified cheque tendered by a
Participant with the Purchase Right Exercise Agreement; or
(ii) by deduction from amounts to be paid to the Participant by
the Corporation or any of its Affiliates provided that the
Participant has given a written direction to the Corporation
in the Purchase Right Exercise Agreement.
(b) Upon receipt of payment in full, but subject to the terms of the
Plan, a certificate representing the number of fully paid Shares
in respect of which the Purchase Right has been exercised will be
duly issued and delivered in the Participant's name.
2.6. Rights of Participants Regarding Shares Not Fully Paid For
(a) If a Participant exercises Purchase Rights and elects to pay for
the Shares by deduction of amounts to be paid by the Corporation
or an Affiliate to that Participant (the "Instalment Plan"), the
Corporation will deduct substantially equivalent amounts from
each payment so that the full amount of the purchase price will
be paid by the Participant by the end of the period specified in
the
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Regulations to the Plan as the applicable instalment period (the
"Instalment Period"), provided that the Participant continues to
be an Eligible Person throughout the Instalment Period.
(b) Provided there is acceptance by the Corporation of the
Participant's exercise of the Purchase Right selecting the
Instalment Plan, the Corporation will direct that the Shares be
purchased for the benefit of the Participant and the certificates
representing such Shares be delivered to the Trustee. The Trustee
will hold the Participant's shares in the Trustee's name until
they are paid for in full by the Participant. While the Shares
are held by the Trustee, they will not be voted and dividends
received on the shares will be held by the Trustee.
(c) If the Shares are paid for in full by the Participant within the
applicable Instalment Period, the certificates representing such
Shares will, subject to the Regulations, be delivered in the name
of the Participant or the Participant's RRSP, and any dividends
relating to such Shares arising during the Instalment Period will
be paid to the Participant or the Participant's RRSP, as the case
may be without interest.
(d) If a Participant ceases to be an Eligible Person prior to the
expiry of an applicable Instalment Period, then subject to
section 2.8 and any other rights which the Participant may have
as articulated in the Regulations, the Corporation will refund to
the Participant all amounts deducted pursuant to the Instalment
Plan during . such Instalment Period and the Participant will
have no further right to such Shares.
2.7. Transfer to Participant's. RRSPs Notwithstanding any other provision of
the Plan, an Eligible Person may, upon so indicating in the Purchase
Right Exercise Agreement, direct that any Share or any interest in such
Share to be acquired by exercise of a Purchase Right hereunder be held
by an RRSP established by and for the sole benefit of the Eligible
Person.
2.8. Termination, Retirement, Death, Departure. Subject to the Regulations:
(a) If a Participant ceases to be an Eligible Person for any reason
whatsoever other than death, the Participant or the Participant's
RRSP may, within 30 days thereafter, complete the purchase of
Shares pursuant to Purchase Rights exercised previously, but the
Participant may not, after the Termination Date, exercise any
additional Purchase Right.
(b) Paragraph (a) includes, without limitation, the dismissal or
termination of the Participant's employment with the Corporation,
regardless of whether with or without cause and regardless of
whether the Participant received compensation in respect of
dismissal or was entitled to a period of notice of termination
which would otherwise have permitted additional Purchase Rights
to be exercised by the Participant (or the payment for Shares to
be deferred over a longer period).
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(c) If a Participant dies, the provisions of subsection (a) will
apply, but the payment period will be 180 days after the
Participant's death rather than 30 days after the Termination
Date.
2.9. Share Depletion Notice
(a) The Secretary of the Corporation will review the number of Shares
available for purchase pursuant to the SPP prior to each Open
Period to estimate whether the exercise of all Purchase Rights
during the next Open Period would be likely to exhaust the
remaining Shares available for purchase. If so, the Secretary
will send a notice (the "Share Depletion Notice") to each
Eligible Person advising the Eligible Person that, effective as
of the beginning of the next Open Period, all Purchase Rights for
that Open Period will be honoured by the Corporation on a pro
rata basis until the Shares available for purchase are exhausted.
(b) If at any time during a Year the Secretary of the Corporation
determines that the number of Shares available for purchase under
the Plan will likely be exhausted before the end of the Year and
the Share Depletion Notice has not yet been given. the Secretary
will give the Share Depletion Notice immediately.
(c) All Eligible Persons will be subject to ,the limitations
established by a Share Depletion Notice whether or not, and
whenever, notice was given.
ARTICLE 3. - SHARE OPTION PLAN
3.1. Grants
(a) Subject to this SOP, the Board will have the authority to
determine the limitations, restrictions and conditions, if any,
in addition to those set out in this SOP, applicable to the
exercise of an Option, including, without limitation:
(i) the nature and duration of the restrictions, if any, to be
imposed upon the sale or other disposition of Shares
acquired upon exercise of the Option; and
(ii) the nature of the events, if any, and the duration of the
period in which any Participant's rights in respect of
Shares acquired upon exercise of an Option may be forfeited.
(b) An Eligible Person and the Eligible Person's RRSP may receive
Options on more than one occasion under this SOP and may receive
separate Options on any one occasion.
(c) Subject to the Regulations, the aggregate number of securities
available for issuance under the SOP to any one person and an
RRSP of which that person is an annuitant, will be 5% of the
Shares outstanding at the time of the grant (on a non-diluted
basis), or such lesser number as may be required by applicable
regulatory authorities from time to time.
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(d) Notwithstanding anything in this Plan to the contrary: (i)
Options cannot be granted such that the number of Shares reserved
for issuance to Insiders pursuant to this Plan or any other
established or proposed share compensation arrangement exceeds
10% of the issued and outstanding Shares; (ii) Shares cannot be
issued to Insiders upon the exercise of Options such that the
number of Shares issued to Insiders pursuant to this Plan or any
other established or proposed share compensation arrangement in a
one year period exceeds 10% of the issued and outstanding Shares;
and (iii) Shares cannot be issued to any one Insider (and such
Insider's Associates) upon the exercise of Options such that the
number of Shares issued to such persons pursuant to this Plan or
any other established or proposed share compensation arrangement
in a one-year period exceeds 5% of the issued and outstanding
Shares.
3.2. Exercise of Options
(a) Options granted must be exercised no later than 10 years after
the date of grant or such lesser period as the applicable grant
or Regulations may require.
(b) The Board may determine when any Option will become exercisable
and may determine that the Option will be exercisable in
instalments.
(c) No fractional Shares may be issued. To the extent that an
Eligible Person is entitled to receive on the exercise of an
Option a fraction of a Share, such Option may only be exercised
in respect of such fraction in combination with another Option or
Options which in the aggregate entitle the Eligible Person to
receive a whole number of Shares. If the Eligible Person is not
able to or elects not to, combine Options in this manner, Options
which would otherwise entitle an Eligible Person to receive upon
exercise, a fraction of a Share, will entitle such Eligible
Person to receive that lower number of Shares which is a whole
number.
(d) Not less than 100 Shares may be purchased at any one time except
where the remainder totals less than 100.
3.3. Option Price. The Board will establish the exercise price of an Option
at the time each Option is granted on the basis of the weighted average
market price of the Shares on the principal Canadian stock exchange on
which such Shares trade for the five trading days preceding the date of
the grant. If there is no trading of the Shares on any of those five
days, the exercise price for any relevant day will be the average of the
bid and ask prices on that day on the market with the largest trading
volume on the last day the Shares traded.
3.4. Grant to Participant's RRSP. Upon written notice from the Participant,
any Option that might otherwise be granted to that Participant, will be
granted, in whole or in part, to an RRSP established by and for the sole
benefit of the Participant.
3.5. Termination, Retirement, Death, Departure. Subject to Section 3.2(a) and
to the Regulations:
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(a) If a Participant ceases to be an Eligible Person for any reason
whatsoever other than death, each Option held by the Participant
or the Participant's RRSP will cease to be exercisable 30 days
after the Termination Date. If any portion of an Option has not
vested by the Termination Date, that portion of the Option may
not under any circumstances be exercised by the Participant or
the Participant's RRSP.
(b) Paragraph (a) applies, without limitation and for greater
certainty only, regardless of whether the Participant was
dismissed with or without cause and regardless of whether the
Participant received compensation in respect of dismissal or was
entitled to a period of notice of termination which would
otherwise have permitted a greater portion of the Option to vest
in the Participant or the Participant's RRSP.
(c) If a Participant dies, the legal representatives of the
Participant may exercise the Participant's Options and the
Participant's RRSP Options within 180 days after the date of the
Participant's death but only to the extent the Options were by
their terms exercisable on the date of death.
3.6. Option Agreements. Each Option must be confirmed, and will be governed,
by an agreement (an "Option Agreement") in the form of Schedule "B" (as
the same may be amended from time to time by the Regulations) signed by
the Corporation and the Participant or an RRSP of which that person is
an annuitant.
3.7. Payment of Option Price. The exercise price of each Share purchased
under an Option must be paid in full by bank draft or certified cheque
at the time of exercise, and upon receipt of payment in full, but
subject to the terms of this Plan, the number of Shares in respect of
which the Option is exercised will be duly issued as fully paid and non-
assessable.
3.8. Amendment of Option Terms. With the consent of any applicable regulatory
authorities (as required) and the Participant affected thereby, the
Board may amend or modify any outstanding Option in any manner to the
extent that the Board would have had the authority to initially grant
the award as so modified or amended, including without limitation, to
change the date or dates as of which, or the price at which, an Option
becomes exercisable.
3.9. Transferability of Options. Except as provided otherwise in section
3.5(c), Options are non-assignable and non-transferable.
ARTICLE 4. - GENERAL
4.1. Right to Terminate Purchase Rights and Options
(a) Notwithstanding any other provision of this Plan, if the Board at
any time by resolution declares it advisable to do so in
connection with any proposed sale or conveyance of all or
substantially all of the property and assets of the Corporation
or any proposed merger, consolidation, amalgamation or offer to
acquire all of the
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outstanding shares of the Corporation (collectively, the "Proposed
Transaction"), the Corporation may give written notice to all
Participants advising that their respective Purchase Rights (including
without limitation their right to pay for Shares under the Instalment
Plan) and Options or the Options held by their RRSP's may be exercised
only within 60 days after the date of the notice and not thereafter,
and that all rights of the Participants and their RRSP's under any
Purchase Rights and under any Options, as the case may be, not
exercised will terminate at the expiration of the 60-day period,
provided that the Proposed Transaction is completed within 180 days
after the date of the notice.
(b) If the Proposed Transaction is not completed within the 180-day
period, no unexercised Purchase Right and no right under any Option,
as the case may be, will be affected by the notice, except that the
Purchase Right or the Option, as the case may be, may not be exercised
between the date of expiration of the 60-day period and the day after
the expiration of the 180-day period.
4.2. Capital Adjustments
(a) If there is any change in the outstanding Shares by reason of a stock
dividend or split, recapitalization, consolidation, combination or
exchange of shares, or other fundamental corporate change, the Board
will make, subject to any prior approval required of relevant stock
exchanges or other applicable regulatory authorities, if any, an
appropriate substitution or adjustment in:
(i) the Share Price or any purchase price of any unexercised
Purchase Rights under the SPP or the exercise price of any
unexercised Options under the SOP;
(ii) the number or kind of shares or other securities reserved for
issuance pursuant to this Plan; and
(iii) the number and kind of shares subject to unexercised Purchase
Rights theretofore granted under the SPP, and the number and
kind of shares subject to unexercised Options theretofore
granted under the SOP;
provided, however, that no substitution or adjustment will obligate the
Corporation to issue or sell fractional shares.
(b) In the event of the reorganization of the Corporation or the
amalgamation or consolidation of the Corporation with another
corporation, the Board may make such provision for the protection of
the rights of Eligible Persons, Participants and their RRSP's as the
Board in its discretion deems appropriate. The determination of the
Board, as to any adjustment or as to there being no need for
adjustment, will be final and binding on all parties.
4.3. Non-Exclusivity. Nothing contained herein will prevent the Board from
adopting other or additional compensation arrangements for the benefit of
any Eligible Person or Participant, subject to any required regulatory or
shareholder approval.
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4.4. Amendment and Termination
(a) The Board may amend, suspend or terminate this Plan or any portion
thereof at any time in accordance with applicable legislation, and
subject to any required regulatory or shareholder approval. Subject
to section 4.1 of Article 4, no amendment, suspension or termination
will alter or impair any Purchase Rights under the SPP or Options
under the SOP, or any rights pursuant thereto, granted previously to
any Participant or the Participant's RRSP without the consent of that
Participant.
(b) If this Plan is terminated, the provisions of this Plan and any
administrative guidelines, and other rules and Regulations adopted by
the Board and in force at the time of this Plan, will continue in
effect as long as any Purchase Rights under the SPP or Options under
the SOP or any rights pursuant thereto remain outstanding. However,
notwithstanding the termination of the Plan, the Board may make any
amendments to the Plan or the Purchase Rights or Options it would be
entitled to make if the Plan were still in effect.
4.5. Compliance with Legislation
(a) The Board may postpone or adjust any exercise of any Purchase Right or
any Option or the issue of any Shares pursuant to this Plan as the
Board in its discretion may deem necessary in order to permit the
Corporation to effect or maintain registration of this Plan or the
Shares issuable pursuant thereto under the securities laws of any
applicable jurisdiction, or to determine that the Shares and this Plan
are exempt from such registration. The Corporation is not obligated
by any provision of this Plan or any grant hereunder to sell or issue
shares in violation of any applicable law.
(b) If the shares are listed on a stock exchange, the Corporation will
have no obligation to issue any Shares pursuant to this Plan unless
the Shares have been duly listed, upon official notice of issuance, on
a stock exchange on which the Shares are listed for trading.
4.6. Adoption of and Amendments to Plan. This Plan was adopted by resolution of
its Board on October 31, 1995 and included a maximum of 350,000 Shares
available for purchase or issuance.
On February 9, 1996 the shareholders of the Corporation approved a three
and one-sixth for one stock split thereby increasing the maximum number of
Shares available for purchase or issuance under the Plan to 1,108,333.
On March 12, 1997, the first amendment to the Plan was adopted by the Board
to increase the maximum number of Shares available for purchase or issuance
under the Plan to 1,250,000.
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On May 7, 1998 the second amendment to the Plan was approved by the
shareholders of the Corporation to increase the maximum number of Shares
available for purchase or issuance under the Plan to 1,705,500.
On April 29, 1999 the third amendment to the Plan was approved by the
shareholders of the Corporation to increase the maximum number of Shares
available for purchase or issuance under the Plan to 2,010,000.
On November 24, 1999, the fourth amendment to the Plan was approved by the
Board to amend sections 2.3 and 3.3 by reducing the number of trading days
from twenty to five for the purposes of calculating the Purchase Price and
the Option Price, respectively.
On December 9, 1999, the fourth amendment to the Plan was approved by the
Board to add to the Regulation to the Plan a regulation authorizing the
Chief Executive Officer of the Corporation to grant options from time to
time to Eligible Persons between meetings of the Board, or meetings of the
committee of the Board appointed to administer the Plan, subject to the
ratification and approval of the Board or committee, as the case may be, at
the next meeting of the Board or committee; provided that such grants are
otherwise made in accordance with the terms of the Plan. In such
circumstances, the exercise price of the options granted in this manner
shall in all cases be established on the date of grant by the Chief
Executive Officer, in accordance with section 3.3 of the Plan.
On April 25, 2000, the filth amendment to the Plan was approved by the
shareholders of the Corporation to increase the maximum number of shares
available for purchase or issuance under the Plan to 3,860,000.
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JANNA SYSTEMS INC.
SHARE COMPENSATION PLAN REGULATIONS
1. In these Regulations, words defined in this Plan and not otherwise defined
herein will have the same meaning as set forth in this Plan.
2. No one who is otherwise an Eligible Person may participate in the Plan
until they have provided their services to the Corporation or Affiliate for
at least twelve (12) months.
3. A Participant will cease to be an Eligible Person on earliest of:
(a) the date of the Participant's termination, retirement or cessation of
employment with or engagement by the Corporation or any of its
Affiliates;
(b) the date of the Participant's death; and
(C) the date on which the Participant otherwise fails to meet the criteria
set forth under the definition of an Eligible Person.
For greater certainty, a Consultant will cease to be an Eligible Person if the
services of any key individual referred to in the Consultant's contract are no
longer available to the Corporation as required by the contract.
4. The Chief Executive Officer of the Corporation is authorized to grant
Options from time to time to Eligible Persons between meetings of the
Board, or meetings of the committee of the Board appointed to administer
the Plan, subject to the ratification and approval of such grants by the
Board or committee, as the case may be, at the next meeting of the Board or
committee; provided that such grants are otherwise made in accordance with
the terms of the Plan. In such circumstances, the exercise price of
options granted in this manner shall in all cases be established on the
date of grant by the Chief Executive Officer, in accordance with section
3.3 of the Plan.
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SCHEDULE "A"
JANNA SYSTEMS INC.
PURCHASE RIGHT EXERCISE AGREEMENT
TO: Janna Systems Inc. (the "Corporation") and its Affiliates (collectively,
"Janna")
RE: Purchase of Subordinate Voting Shares (the "Shares") of the Corporation
pursuant to the Share Purchase Plan ("SPP") segment of the Corporation's
Share Compensation Plan (the "Plan")
NOTE: Any Eligible Persons who wish to purchase Shares through their RRSP should
consult their tax advisor prior to doing so.
I hereby exercise my right to purchase __________ Shares at the Share Price
in effect for the current Open Period in accordance with the SPP. I acknowledge
that the number of Shares I am entitled to purchase is limited in that the
Purchase Price for such Shares cannot in any Year exceed 10% of my Base
Remuneration for the Year in which the purchase is made.
- OR -
I agree to purchase Shares having an aggregate purchase price (the
"Purchase Price") of $________, being _____% (any number up to and including 10
may be filled in here, less the percentage applicable to Shares, if any, that
you have previously agreed to purchase in this Year) of my Base Remuneration
during this Year.
I understand that I may change the number of Shares to be purchased or the
Purchase Price for such Shares only in accordance with the SPP and only by
submitting to the Corporation another copy of this form with the new number of
Shares or new Purchase Price.
I understand that the number of Shares to be purchased by me will be that
whole (non-fractional) number that is closest in price to (but less than) the
amount determined above, and any cash balance will be refunded to me.
I agree to pay for the Shares allocated to me as follows (CHECK (A) OR
(B)):
[_] (A) by bank draft or certified cheque, which is attached to this
Agreement: or
[_] (B) I hereby authorize the Corporation (or appropriate Affiliate) to
deduct from each payment on account of my Base Remuneration during the
Year in which the purchase is made and during the following Year {if
the Regulations so provide), the substantially equivalent amounts
required to pay for my Shares by the end of the period specified in
the Regulations to the Plan (the "Instalment Period").
I hereby direct you to register the Shares purchased under this Agreement
in the name of ___________________ (either your name or the name of the trustee
of your registered retirement savings plan ("RRSP").
1.
<PAGE>
I agree that no Share will be issued to me or my RRSP until the purchase
price for all Shares subscribed for pursuant to this Agreement has been paid in
full, that this Agreement will terminate immediately after I cease to be an
Eligible Person and that no further Shares may be purchased by me or my RRSP
after the date on which I cease to be an Eligible Person except as may be
provided in the Plan. Subject to any other rights which I may have pursuant to
the Regulations, any cash balance remaining on account of proposed purchases of
Shares that cannot be completed because I have ceased to be an Eligible Person
will be refunded to me.
All capitalized terms used in this Agreement and not otherwise defined have
the meaning given to them in the Plan.
Signature: ________________________
Citizenship: ________________________
Witness: ________________________
Witness Name: ________________________
(Printed)
Corporation to Complete
-----------------------
Date:
Base Remuneration: ________________________
Purchase Price of Shares
as a Percentage of
Base Remuneration
(not to exceed 10% less percentage applicable to any other purchases m same
Year):______________
Processed by the Corporation the
________ day of _________,19___.
By:____________________________
2.
<PAGE>
SCHEDULE "B"
JANNA SYSTEMS INC.
Date
PERSONAL & CONFIDENTIAL
-----------------------
Participant's Name and Address
Dear {Participant}:
The Share Option Plan (the "Option Plan") of the Corporation permits the
Board of Directors to grant options to officers, employees and others whose
contribution to the Corporation is significant. In recognition of your past and
continuing contribution to the Corporation and in order to permit you to share
in enhanced values that you will help to create, the Board is pleased to grant
to you an option (the "Option") to purchase common shares (the "Shares") of the
Corporation. This Option is granted on the basis set out in this letter, and is
subject to the Option Plan, a copy of which is attached. This letter and the
Option Plan are referred to collectively below as the "Option Documents". All
capitalized terms not otherwise defined are to bear the meaning attributed to
them in the Option Plan.
The total number of Shares that you may purchase pursuant to
this Option is: _______________
The option exercise price per Share is: $______________
Option Vesting Date % Expiry Date
-------------------------------- --------------------- ------- -------------
Your rights to purchase Shares
will vest and expire as follows:
Subject to earlier expiration in accordance with the Option Documents, your
rights to purchase Shares pursuant to this option will expire with respect to
any vested portion at 11:59 p.m. on the anniversary date which is 10 years after
the vesting date for such vested Options.
This Option may be exercised in whole or in part in respect of vested
Options at any time prior to expiry of the relevant Options, by delivery of
written notice to the Corporation's head office to the attention of the
President of the Corporation, specifying the number of Shares to be purchased,
accompanied by payment by bank draft or certified cheque of the total purchase
price of the Shares. This Option may not be exercised in amounts of less than
100 Shares in the case of any one exercise unless that exercise would entirely
exhaust the Option.
Your right to resell Shares that you purchase pursuant to the exercise of
any vested Options may be restricted in accordance with applicable securities
laws. Please contact the
<PAGE>
President of the Corporation or your legal adviser for more details concerning
these restrictions.
Nothing in the Option Documents will affect our right to terminate your
services, responsibilities, duties and authority at any time for any reason
whatsoever. Regardless of the reason for your termination, your Option rights
will be restricted to those Option rights which have vested on or prior to your
date of termination and, in any claim for wrongful dismissal or breach of
contract, no consideration will be given to any options that might have vested
during an appropriate notice period or as a result of additional compensation
you may receive in place of that notice period.
All decisions made by the Board with regard to any questions arising in
connection with the Option Documents, whether of interpretation or otherwise,
will be binding and conclusive on all parties.
The Option rights granted to you are personal and may not be sold, pledged,
transferred or encumbered in any way. There are restrictions on the transfer of
Shares issued to you pursuant to the Option Plan. Complete details of the
restrictions referred to in this letter are set out in the Option Plan.
Please acknowledge acceptance of your Option rights on these terms by
signing where indicated below on the enclosed copy of this letter and returning
the signed copy to the Corporation to the attention of the President. By
signing and delivering this copy, you are acknowledging receipt of a copy of the
Option Plan and are agreeing to be bound by all of the terms of the Option
Documents.
Yours very truly,
JANNA SYSTEMS INC.
By:__________________________________
<PAGE>
I have read and agree to be bound by this letter.
Signature: ___________________________________________________l/s
Date: ___________________________________________________
Witness: ___________________________________________________
Witness Name ___________________________________________________
(Printed):
