EXHIBIT 4.1
PENDARIES PETROLEUM LTD.
1997 STOCK OPTION PLAN
AS AMENDED AND RESTATED
PENDARIES PETROLEUM LTD. (the "Corporation") hereby adopts the
following revised stock option plan of the Corporation (the "Plan"):
1. DEFINITIONS. In the Plan, the following words and expressions shall
have the respective meanings ascribed to them below:
"BOARD" means the board of directors of the Corporation.
"CONSULTANT" means any person retained in a consulting or
similar capacity by the Corporation, Sino-American or any of their subsidiaries.
"ELIGIBLE PERSON" means any director, officer, employee or
Consultant of the Corporation, Sino-American or any of their Subsidiaries.
"EXERCISE PRICE" of an Option means the price payable for a
Share upon the exercise of the Option determined by the Board, provided that
such price shall in no event be less than the Market Price of a Share on the
last trading day immediately preceding the day on which the Option is granted.
"MARKET PRICE" of a Share on a particular day means the
closing price of a Share on such day on the principal trading system or stock
exchange on which the Shares traded on such day, provided it is not lower than
the closing price of a Share on The Toronto Stock Exchange on such day (or on a
day on which there was no trade in the Shares, the average bid and asked prices
for the Shares on such stock exchange on such day, provided it is not lower than
the average bid and asked prices for the Shares on The Toronto Stock Exchange on
the last five previous days) provided that the Market Price shall be so
determined in Canadian dollars and shall be rounded to the nearest whole cent.
"OPTION" means an option, granted to an Eligible Person in
accordance with the terms of the Plan, to acquire a Share from the Corporation
upon the exercise of the option and upon payment of the Exercise Price.
"OPTIONEE" in respect of an Option means the Eligible Person
to whom the Option was granted.
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"OUTSTANDING ISSUE" means, from time to time, the aggregate
number of Shares issued and outstanding on a non-diluted basis.
"SHARE" means a common share in the capital of the Corporation
and any Shares of the Corporation into which such common share is changed,
classified, reclassified, subdivided, consolidated or converted whether by
reason of an amalgamation or other form of reorganization.
"SHARE COMPENSATION ARRANGEMENT" means a stock option, stock
option plan, employee stock purchase plan or any other compensation or incentive
mechanism of the Corporation involving the issuance or potential issuance of
Shares to one or more service providers, including a share purchase from
treasury which is financially assisted by the Corporation by way of a loan,
guarantee or otherwise.
"SINO-AMERICAN" means Sino-American Energy Corporation.
"SUBSIDIARY" shall have the meaning ascribed thereto in the
Securities Act (Ontario).
2. SUPERSEDES 1997 OPTION PLAN. This Plan supersedes and replaces, in
all respects the 1997 option plan adopted by the Board on May 23, 1997 (the
"1997 OPTION PLAN") provided, however, that any option to acquire Shares granted
under the 1997 Option Plan that remains outstanding and unexercised shall remain
outstanding and shall continue to be governed by, and may be exercised in
accordance with, the terms of the 1997 Option Plan and any agreement entered
into by the Corporation in respect of such options.
3. PURPOSE. The purpose of this Plan is to secure for the Corporation
and its shareholders the incentive inherent in share ownership by directors,
officers, employees and Consultants of the Corporation, Sino-American, or any of
their Subsidiaries who, in the opinion of the Board, will be largely responsible
for the Corporation's future growth and success.
4. NUMBER OF SHARES. (1) The total number of Shares so reserved by the
Board shall not exceed one million (1,000,000) Shares and the total number of
Shares so reserved for issuance to any one Optionee (whether under this Plan or
otherwise at any time) shall not exceed five percent (5%) of the then
Outstanding Issue. The Shares so reserved by the Board for Options under the
Plan shall be authorized but unissued Shares.
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Nothing contained herein shall restrict or limit or be deemed to
restrict or limit the rights or powers of the Board in connection with any
allotment and issuance of any Shares which are not allotted and issued
hereunder.
5. ELIGIBILITY AND PARTICIPATION. Options shall not be granted under
this Plan to any person other than an Eligible Person. No Eligible Person shall
have any claim or right to be granted Options under the Plan.
6. GRANTS OF OPTIONS. The Board shall, from time to time and in its
sole discretion, determine the Eligible Persons to whom Options are to be
granted under this Plan and may take into consideration the current and
potential contributions of a particular Eligible Person to the success of the
Corporation and such other factors which the Board deems proper and relevant.
Options shall be granted by the Board in accordance with this Plan to
Eligible Persons in its sole discretion and shall be subject to such approvals
as may be required by applicable law or any trading system or stock exchange
upon which any securities of the Corporation are authorized or listed.
The grant of every Option hereunder shall be made by written agreement
between the Corporation and the Optionee, the provisions of which shall conform
to the provisions of this Plan and shall be otherwise satisfactory to the Board
in its sole discretion.
A grant of Options under the Plan shall not be construed as giving an
Optionee any right to continue in the employment of, or as a director, officer
or Consultant of, the Corporation, Sino-American or any of their Subsidiaries
nor shall it affect the right of the Corporation, Sino-American or any of their
Subsidiaries to terminate the employment of any Optionee or his acting as an
officer or Consultant.
7. EXERCISE OF OPTIONS. Subject to section 8, unless the Board
specifically determines otherwise, the Options granted to an Optionee in a
particular calendar month may be exercised by the Optionee, in whole or in part,
from time to time at the Optionee's discretion, provided that all such Options
that have not been exercised by the Optionee shall cease to be exercisable and
shall expire upon the earliest of:
(i) 30 days following the termination for cause of
employment of the Optionee with the Corporation,
Sino-American or any of their Subsidiaries,
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(ii) the fifth (5th) anniversary of the date on which the
options were granted,
(iii) the third (3rd) anniversary of (a) the normal
retirement of the Optionee from employment with, or as a
director, officer or Consultant of, the Corporation,
Sino-American or any of their Subsidiaries or (b) the death
of the Optionee while serving as a director, officer,
Consultant or employee of the Corporation, Sino-American or
any of their Subsidiaries and
(iv) the end of the ninetieth (90th) day next following the
termination of employment of the Optionee with, or
resignation or removal of the Optionee as a director,
officer or Consultant of, the Corporation, Sino-American or
any of their Subsidiaries for any reason other than a reason
referred to in subparagraph (i), (ii) or (iii) hereof,
except where, in the reasonable opinion of the Board, such
termination or resignation or removal was by reason of the
disability of the Optionee.
The exercise of an Option will be contingent upon receipt by the
Corporation of payment of the full exercise price of such Option. No Optionee or
legal representative, legatee or distributee in respect of an Optionee shall be
considered to be a holder of any Share subject to an Option, unless and until
such Share has been fully paid for and issued upon the exercise of the Option.
8. TAXES. The Corporation may require an Optionee, as a condition of
exercise of an Option, to pay to or reimburse the Corporation for any taxes
which are required to be withheld and remitted by it in respect of the exercise
of such Option under any applicable laws.
9. EFFECT OF TAKE-OVER BID. If a bona fide offer for Shares is made to
an Optionee or to shareholders generally or to a class of shareholders which
includes an Optionee, and the offer, if accepted in whole or in part by any
person or persons, would result in the offeror exercising control over the
Corporation within the meaning of subsection 1(3) of the Securities Act
(Ontario) (as amended from time to time) then the Corporation shall, immediately
upon receipt of notice of the offer, notify each Optionee currently holding an
Option of the offer, with full particulars thereof; whereupon, such Option may
be exercised by the Optionee so as to permit the Optionee to tender the Share
received upon such exercise pursuant to the offer.
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10. CHANGES TO SHARES. Notwithstanding any other provision of the
Plan, in the event of any change in the outstanding Shares of the Corporation by
reason of any stock dividend, split, recapitalization, reclassification,
arrangement, amalgamation, merger, consolidation, combination or exchange of
Shares or distribution of rights to holders of Shares or any other form of
corporate reorganization whatsoever, then any outstanding Options shall remain
options to purchase shares of any successor corporation to the Corporation and
an equitable adjustment shall be made to any Options then outstanding and the
Exercise Price (or Prices) in respect of such Options. Such adjustments shall be
made by the Board in its sole discretion and, subject to applicable law and the
requisite approval of any stock exchange on which the Shares are listed for
trading, shall be conclusive and binding for all purposes of the Plan.
11. NECESSARY APPROVALS. The grant of Options, the obligations of the
Corporation to sell and deliver Shares on the exercise of Options and any
amendments to the Plan or agreements made under the Plan shall be subject to any
approvals required by applicable law or any stock exchange on which the Shares
are listed for trading being obtained.
12. ADMINISTRATION OF THE PLAN. The Board may interpret the Plan and
make all other determinations that it considers in its sole discretion to be
necessary or advisable for the administration of the Plan. The Board may, in its
sole discretion, prescribe, adopt, amend and rescind rules and regulations for
carrying out and administering the Plan. The interpretation and construction of
any provision of the Plan by the Board shall be final and conclusive. The
administration of the Plan shall be the responsibility of the appropriate
officers of the Corporation duly designated for the purposes thereof by the
Board and all costs in respect thereof shall be paid by the Corporation.
13. AMENDMENTS, ETC. TO THE PLAN. Subject to obtaining the consent of
applicable securities regulatory authorities in those circumstances where such
consent is required, and shareholder approval in those circumstances where such
approval is required to be obtained by any such regulatory authority, the Board
may amend, modify or terminate the Plan at any time if and when it considers it
to be advisable to do so in its sole discretion, except with respect to any
Option then outstanding under the Plan.
14. NO UNDERTAKING OR REPRESENTATION. The Corporation makes no
undertaking or representation as to the future value or price, or as to the
listing on any stock exchange, of any Shares issued in accordance with the Plan.
15. GOVERNING LAW AND INTERPRETATION. The Plan shall be governed by,
and be construed in accordance with, the laws of the Province of Ontario and the
federal laws of Canada applicable therein.
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16. COMPLIANCE WITH APPLICABLE LAW, ETC. If any provision of the Plan
or any Option contravenes any law or any order, policy, by-law or regulation of
any regulatory body or stock exchange having jurisdiction or authority over the
securities of the Corporation or the Plan, then such provision shall be deemed
to be amended to the extent required to bring such provision into compliance
therewith.
17. ASSIGNABILITY AND TRANSFERABILITY. Options (and any rights
thereunder) shall not be assignable or transferable otherwise than by will or
pursuant to the laws of succession or descent and distribution, and, during the
lifetime of an Optionee, shall be exercisable only by the Optionee.
18. ENUREMENT. The Plan shall enure to the benefit of, and be binding
upon, the Corporation, its affiliates and their respective successors and
assigns. The Plan shall enure to the benefit of, and be binding upon, an
Optionee and the personal representative of a deceased Optionee.
