FLAME PETRO-MINERALS CORP.
AMENDED STOCK OPTION PLAN
1. Pursuant to the authority granted by a resolution of the Board of Directors
of the Corporation and subsequently adopted by the Shareholders of the
corporation on March 15 , 2000, an Amended Employee Stock Option Plan (herein
called the "Plan") for key employees and directors and officers is hereby
established with the intent of advancing the interests of the Corporation by
encouraging and enabling the acquisition of a share interest in the Corporation
by the participants.
2. The Board of Directors, or any committee thereof specifically designated by
the Board of Directors to be responsible therefor, shall from time to time by
resolution designate those key employees, directors and officers of the
Corporation or of any subsidiary of the Corporation, if any, who, in the opinion
of the Board of Directors, are largely responsible for the management and growth
of the Corporation or of any subsidiary of the Corporation and who, as an
additional inducement to promote the best interests of the Corporation, are
entitled to participate in the Plan (herein referred to as the
"Participant(s)"), and shall determine the extent and terms of such
participation by the Participants. The judgment of the Board of Directors or
committee thereof in designating Participants and the extent of their
participation shall be final and conclusive; provided however, that each
designated Participant shall have the right not to participate in the Plan and
any decision not to participate therein shall not affect his employment by or
engagement with the Corporation.
3. The total number of authorized but unissued shares allocated to and made
available to be granted to Participants under the Plan shall not exceed ten per
cent (10%) of the shares, as such may from time to time be issued and
outstanding in the capital stock of the Corporation as the same is presently
constituted, and the aggregate number of shares which may be issued under the
Plan to any one particular Participant under the Plan shall not exceed fifty per
cent (50%) of the said aggregate number of shares allocated to and made
available for the plan.
4. Except as provided in paragraph 10 hereof or by the laws of the descent and
distribution, the rights of any Participant hereunder are personal to him and
are not assignable.
5. No resident of the United States of America or any territory or possession
thereof may be a Participant in the Plan unless such is done in accordance with
and without violating any securities or other legislation of the United States
of America or any state, territory or possession thereof.
6. The Board of Directors, or any committee thereof specifically designated by
the Board of Directors to be responsible therefor, shall have the unfettered
right to interpret the provisions of the Plan and to make such regulations
formulate such administrative provisions for carrying the Plan into effect and
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to make such changes therein and in the regulations and administrative
provisions therein as, from time to time, the said Board or committee thereof
deem appropriate in the best interests of the Corporation. The Board of
Directors shall also, have the unfettered right from time to time and at any
time to rescind or terminate the Plan as it shall deem advisable; provided,
however, that no such rescission or termination shall impair or change the
rights and options theretofore granted under the Plan without the prior written
consent of the Participant or Participants affected.
7. The Corporation shall pay all costs of administering the Plan.
8. The exercise price of the shares purchased pursuant to the stock options
granted hereunder shall be determined by the Board of Directors at their sole
discretion, based on the trading price of the Corporation's shares at the time
of granting of a stock option.
9. Each option granted hereunder shall be for a term not exceeding five (5)
years and, unless the Board of Directors determines otherwise, shall be
exercisable in whole or in part at any time during the term subject to such
terms, conditions or limitations as are herein contained and as the Board may
from time to time impose in the option. Each Participant shall execute a Stock
Option Agreement in substantially the form annexed hereto as Exhibit "A" prior
to the grant of any stock option to a Participant becoming effective.
10. Each option granted hereunder is exercisable and the shares acquired
thereunder are resellable pursuant to the following terms and conditions:
(a) no more than 25% of an option may be exercised during any 90 day period
during the term of the option; and
(b) each Participant is restricted from selling more than 25% of the shares that
may be acquired upon exercise of an option during any 90 day period.
11. In the event of the death of the Participant on or prior to the expiry date
while engaged as a key employee or director or officer of the Corporation, any
option granted hereunder may be exercised up to the hill amount of the optioned
shares by the legal personal representative(s) of the Participant at any time up
to and including six (6) months following the death of the Participant, after
which date the option shall forthwith expire and terminate and be of no further
force or effective whatsoever.
12. In the event the Participant's employment by or engagement with (as a
director or otherwise) the Corporation is terminated by the Corporation for any
reason other than death before exercise of the options granted hereunder, the
stock option granted to the Participant shall immediately expire and all rights
to purchase shares thereunder shall immediately cease and expire and be of no
further force or effect.
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13. In the event the Participant resigns as an employee, the Participant shall
have thirty (30) days from the date of such resignation to exercise such of the
optioned shares in respect of which such option has not been previously
exercised, and thereafter his option shall expire and all rights to purchase
shares hereunder shall cease and expire and be of no further force or effect.
14. Subject to the provisions of the Plan, the options granted hereunder may be
exercised from time to time by delivery to the Corporation at its head office of
a written notice of exercise specifying the number of shares with respect to
which the option is being exercised and accompanied by payment in hill of the
purchase price of the shares then being purchased by way of cash or certified
cheque in favour of the Corporation. Such notice shall contain the Participant's
undertaking to comply, to the satisfaction of the Corporation and its counsel,
with all applicable requirements of any stock exchange or exchanges upon which
any securities of the Corporation are from time to time listed and any
applicable regulatory authorities.
15. Subject to any required action by its shareholders, if the Corporation shall
be a party to any reorganization, merger, dissolution or sale or lease of all or
substantially all its assists, whether or not the Corporation is the surviving
entity, the option shall be adjusted so as to apply to the securities to which
the holder of the number of shares of capital stock of the Corporation subject
to the option would have been entitled by reason of such reorganization, merger
or sale or lease of all or substantially of its assets, provided, however, that
the Corporation may satisfy any obligations to a Participant hereunder by paying
to the said Participant in cash the difference between the exercise price of all
unexercised options granted hereunder and the fair market value of the
securities to which the Participant would be entitled upon exercise of all
unexercised options, regardless of whether all conditions of exercise relating
to continuous employment have been satisfied. Adjustments under this paragraph
or any determinations as to the fair market value of any securities shall be
made by the Board of Directors, or any committee thereof specifically designated
by the Board of Directors to be responsible therefor, and any reasonable
determination made by the said Board or committee thereof shall be binding and
conclusive.
16. In the event of any subdivision or subdivisions of the shares of the
Corporation as said shares were constituted at the time any options granted
hereunder were granted, into a greater number of shares, the Corporation will
thereafter deliver at the time of exercise thereof, in addition to the number of
shares in respect of which the option is then being exercised, such additional
number of shares as a result from said subdivision or subdivisions of the shares
for which the option is being exercised, without the Participants exercising the
option making any additional payment or giving any other consideration thereof.
17. In the event of any consolidation or consolidations of the shares of the
Corporation as said shares were constituted at the time while any options
granted hereunder were granted, into a lesser number of shares, the Participant
shall accept, at the time of the exercise thereof in lieu of the number of
shares in respect of which the option is then being exercised, the lesser number
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of shares as a result from such consolidation or consolidations of the shares
for which the option is being exercised.
18. In the event of any change of the shares of the Corporation as said shares
are constituted at the time while any options granted hereunder where granted,
the Corporation shall thereafter deliver at the time of the exercise thereof the
number of shares of the appropriate class resulting from the said change as the
Participant exercising the option would have been entitled to receive in respect
of the number of shares so purchased had the option been exercised before such
change.
19. The Corporation shall not be obligated to issue fractional shares in
satisfaction of any of its obligations hereunder.
20. If at any time the Corporation grants to the holders of its capital stock
rights to subscribe for and purchase pro rata additional securities of the
Corporation or of any other corporation or entity, there shall be no adjustments
made to the number of shares or other securities subject to the option in
consequence thereof and the said stock option of the Participant shall remain
unaffected.
