MERLIN SOFTWARE TECHNOLOGIES
INTERNATIONAL, INC.
2000 STOCK OPTION PLAN
This 2000 Stock Option Plan (the "Plan") provides for the grant of options
to acquire common shares (the "Common Shares") in the capital of Merlin Software
Technologies International, Inc., a corporation formed under the laws of the
State of Nevada (the "Corporation"). Stock options granted under this Plan that
qualify under Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), are referred to in this Plan as "Incentive Stock Options". Incentive
Stock Options and stock options that do not qualify under Section 422 of the
Code ("Non-Qualified Stock Options") granted under this Plan are referred to
collectively as "Options".
1. PURPOSE
1.1 The purpose of this Plan is to retain the services of valued key
employees and consultants of the Corporation and such other persons as the Plan
Administrator shall select in accordance with Section 3 below, and to encourage
such persons to acquire a greater proprietary interest in the Corporation,
thereby strengthening their incentive to achieve the objectives of the
shareholders of the Corporation, and to serve as an aid and inducement in the
hiring of new employees and to provide an equity incentive to consultants and
other persons selected by the Plan Administrator.
1.2 This Plan shall at all times be subject to all legal requirements
relating to the administration of stock option plans, if any, under applicable
corporate laws, applicable United States federal and state securities laws, the
Code, the rules of any applicable stock exchange or stock quotation system, and
the rules of any foreign jurisdiction applicable to Options granted to residents
therein (collectively, the "Applicable Laws").
2. ADMINISTRATION
2.1 This Plan shall be administered initially by the Board of Directors of
the Corporation (the "Board"), except that the Board may, in its discretion,
establish a committee composed of two (2) or more members of the Board or two
(2) or more other persons to administer the Plan, which committee (the
"Committee") may be an executive, compensation or other committee, including a
separate committee especially created for this purpose. The Board or, if
applicable, the Committee is referred to herein as the "Plan Administrator".
2.2 If and so long as the Common Stock is registered under Section 12(b) or
12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
the Board shall consider in selecting the Plan Administrator and the membership
of any Committee, with respect to any persons subject or likely to become
subject to Section 16 of the Exchange Act, the provisions regarding (a) "outside
directors" as contemplated by Section 162(m) of the Code, and (b) "Non-Employee
Directors" as contemplated by Rule 16b-3 under the Exchange Act.
2.3 The Committee shall have the powers and authority vested in the Board
hereunder (including the power and authority to interpret any provision of the
Plan or of any Option). The members of any such Committee shall serve at the
pleasure of the Board. A majority of the
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members of the Committee shall constitute a quorum, and all actions of the
Committee shall be taken by a majority of the members present. Any action may
be taken by a written instrument signed by all of the members of the Committee
and any action so taken shall be fully effective as if it had been taken
at a meeting.
2.4 Subject to the provisions of this Plan and any Applicable Laws, and with
a view to effecting its purpose, the Plan Administrator shall have sole
authority, in its absolute discretion, to:
(a) construe and interpret this Plan;
(b) define the terms used in the Plan;
(c) prescribe, amend and rescind the rules and regulations relating to this
Plan;
(d) correct any defect, supply any omission or reconcile any inconsistency
in this Plan;
(e) grant Options under this Plan;
(f) determine the individuals to whom Options shall be granted under this
Plan and whether the Option is an Incentive Stock Option or a Non-Qualified
Stock Option;
(g) determine the time or times at which Options shall be granted under this
Plan;
(h) determine the number of Common Shares subject to each Option, the
exercise price of each Option, the duration of each Option and the times at
which each Option shall become exercisable;
(i) determine all other terms and conditions of the Options; and
(j) make all other determinations and interpretations necessary and
advisable for the administration of the Plan.
2.5 All decisions, determinations and interpretations made by the Plan
Administrator shall be binding and conclusive on all participants in the Plan
and on their legal representatives, heirs and beneficiaries.
3. ELIGIBILITY
3.1 Incentive Stock Options may be granted to any individual who, at the
time the Option is granted, is an employee of the Corporation or any Related
Corporation (as defined below) ("Employees").
3.2 Non-Qualified Stock Options may be granted to Employees and to such
other persons, including directors and officers of the Corporation or any
Related Corporation, who are not Employees as the Plan Administrator shall
select, subject to any Applicable Laws.
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3.3 Options may be granted in substitution for outstanding Options of
another corporation in connection with the merger, consolidation, acquisition of
property or stock or other reorganization between such other corporation and the
Corporation or any subsidiary of the Corporation. Options also may be granted
in exchange for outstanding Options.
3.4 Any person to whom an Option is granted under this Plan is referred to
as an "Optionee". Any person who is the owner of an Option is referred to as a
"Holder".
3.5 As used in this Plan, the term "Related Corporation" shall mean any
corporation (other than the Corporation) that is a "Parent Corporation" of the
Corporation or "Subsidiary Corporation" of the Corporation, as those terms are
defined in Sections 424(e) and 424(f), respectively, of the Code (or any
successor provisions) and the regulations thereunder (as amended from time to
time).
4. STOCK
4.1 The Plan Administrator is authorized to grant Options to acquire up to a
total of 3,000,000 Common Shares. The number of Common Shares with respect to
which Options may be granted hereunder is subject to adjustment as set forth in
Section 5.1(m) hereof. In the event that any outstanding Option expires or is
terminated for any reason, the Common Shares allocable to the unexercised
portion of such Option may again be subject to an Option granted to the same
Optionee or to a different person eligible under Section 3 of this Plan;
provided however, that any cancelled Options will be counted against the maximum
number of shares with respect to which Options may be granted to any particular
person as set forth in Section 3 hereof.
5. TERMS AND CONDITIONS OF OPTIONS
5.1 Each Option granted under this Plan shall be evidenced by a written
agreement approved by the Plan Administrator (each, an "Agreement"). Agreements
may contain such provisions, not inconsistent with this Plan or any Applicable
Laws, as the Plan Administrator in its discretion may deem advisable. All
Options also shall comply with the following requirements:
(a) Number of Shares and Type of Option
Each Agreement shall state the number of Common Shares to which it pertains and
whether the Option is intended to be an Incentive Stock Option or a
Non-Qualified Stock Option; provided that:
(i) the number of Common Shares that may be reserved pursuant to the
exercise of Options granted to any person shall not exceed 5% of the issued and
outstanding Common Shares of the Corporation;
(ii) in the absence of action to the contrary by the Plan Administrator in
connection with the grant of an Option, all Options shall be Non-Qualified Stock
Options;
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(iii) the aggregate fair market value (determined at the Date of Grant, as
defined below) of the Common Shares with respect to which Incentive Stock
Options are exercisable for the first time by the Optionee during any calendar
year (granted under this Plan and all other Incentive Stock Option plans of the
Corporation, a Related Corporation or a predecessor corporation) shall not
exceed U.S.$100,000, or such other limit as may be prescribed by the Code as it
may be amended from time to time (the "Annual Limit"); and
(iv) any portion of an Option which exceeds the Annual Limit shall not be
void but rather shall be a Non-Qualified Stock Option.
(b) Date of Grant
Each Agreement shall state the date the Plan Administrator has deemed to be the
effective date of the Option for purposes of this Plan (the "Date of Grant").
(c) Option Price
Each Agreement shall state the price per Common Share at which it is
exercisable. The Plan Administrator shall act in good faith to establish the
exercise price in accordance with Applicable Laws; provided that:
(i) the per share exercise price for an Incentive Stock Option or any Option
granted to a "covered employee" as such term is defined for purposes of Section
162(m) of the Code shall not be less than the fair market value per Common Share
at the Date of Grant as determined by the Plan Administrator in good faith;
(ii) with respect to Incentive Stock Options granted to greater-than-ten
percent (>10%) shareholders of the Corporation (as determined with reference to
Section 424(d) of the Code), the exercise price per share shall not be less than
one hundred ten percent (110%) of the fair market value per Common Share at the
Date of Grant as determined by the Plan Administrator in good faith; and
(iii) Options granted in substitution for outstanding options of another
corporation in connection with the merger, consolidation, acquisition of
property or stock or other reorganization involving such other corporation and
the Corporation or any subsidiary of the Corporation may be granted with an
exercise price equal to the exercise price for the substituted option of the
other corporation, subject to any adjustment consistent with the terms of the
transaction pursuant to which the substitution is to occur.
(d) Duration of Options
At the time of the grant of the Option, the Plan Administrator shall designate,
subject to Section 5.1(g) below, the expiration date of the Option, which date
shall not be
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later than ten (10) years from the Date of Grant; provided, that the expiration
date of any Incentive Stock Option granted to a greater-than-ten percent (>10%)
shareholder of the Corporation (as determined with reference to Section 424(d)
of the Code) shall not be later than five (5) years from the Date of Grant. In
the absence of action to the contrary by the Plan Administrator in connection
with the grant of a particular Option, and except in the case of Incentive
Stock Options as described above, all Options granted under this Section 5 shall
expire ten (10) years from the Date of Grant.
(e) Vesting Schedule
No Option shall be exercisable until it has vested. The vesting schedule for
each Option shall be specified by the Plan Administrator at the time of grant of
the Option prior to the provision of services with respect to which such Option
is granted; provided, that if no vesting schedule is specified at the time of
grant, the Option shall vest according to the following schedule:
<TABLE>
<CAPTION>
<S> <C>
NUMBER OF YEARS . . . . PERCENTAGE OF TOTAL
FOLLOWING DATE OF GRANT OPTION VESTED
----------------------- --------------------
One . . . . . . . . . 25%
Two . . . . . . . . . .50%
Three . . . . . . . . .75%
Four. . . . . . . . . .100%
</TABLE>
The Plan Administrator may specify a vesting schedule for all or any portion of
an Option based on the achievement of performance objectives established in
advance of the commencement by the Optionee of services related to the
achievement of the performance objectives. Performance objectives shall be
expressed in terms of objective criteria, including but not limited to, one or
more of the following: return on equity, return on assets, share price, market
share, sales, earnings per share, costs, net earnings, net worth, inventories,
cash and cash equivalents, gross margin or the Corporation's performance
relative to its internal business plan. Performance objectives may be in
respect of the performance of the Corporation as a whole (whether on a
consolidated or unconsolidated basis), a Related Corporation, or a subdivision,
operating unit, product or product line of either of the foregoing. Performance
objectives may be absolute or relative and may be expressed in terms of a
progression or a range. An Option that is exercisable (in full or in part) upon
the achievement of one or more performance objectives may be exercised only
following written notice to the Optionee and the Corporation by the Plan
Administrator that the performance objective has been achieved.
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(f) Acceleration of Vesting
The vesting of one or more outstanding Options may be accelerated by the Plan
Administrator at such times and in such amounts as it shall determine in its
sole discretion.
(g) Term of Option
(i) Vested Options shall terminate, to the extent not previously exercised,
upon the occurrence of the first of the following events:
A. the expiration of the Option, as designated by the Plan Administrator in
accordance with Section 5.1(d) above;
B. the date of an Optionee's termination of employment or contractual
relationship with the Corporation or any Related Corporation for cause (as
determined by the Plan Administrator, acting reasonably);
C. the expiration of three (3) months from the date of an Optionee's
termination of employment or contractual relationship with the Corporation or
any Related Corporation for any reason whatsoever other than cause, death or
Disability (as defined below) unless, in the case of a Non-Qualified Stock
Option, the exercise period is extended by the Plan Administrator until a date
not later than the expiration date of the Option; or
D. the expiration of one year (1) from termination of an Optionee's
employment or contractual relationship by reason of death or Disability (as
defined below) unless, in the case of a Non-Qualified Stock Option, the exercise
period is extended by the Plan Administrator until a date not later than the
expiration date of the Option.
(ii) Notwithstanding Section 5.1(g)(i) above, any vested Options which have
been granted to the Optionee in the Optionee's capacity as a director of the
Corporation or any Related Corporation shall terminate upon the occurrence of
the first of the following events:
A. the event specified in Section 5.1(g)(i)A above;
B. the event specified in Section 5.1(g)(i)D above; and
C. the expiration of three (3) months from the date the Optionee ceases to
serve as a director of the Corporation or Related Corporation, as the case may
be.
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(iii) Upon the death of an Optionee, any vested Options held by the Optionee
shall be exercisable only by the person or persons to whom such Optionee's
rights under such Option shall pass by the Optionee's will or by the laws of
descent and distribution of the Optionee's domicile at the time of death and
only until such Options terminate as provided above.
(iv) For purposes of the Plan, unless otherwise defined in the Agreement,
"Disability" shall mean medically determinable physical or mental impairment
which has lasted or can be expected to last for a continuous period of not less
than twelve (12) months or that can be expected to result in death. The Plan
Administrator shall determine whether an Optionee has incurred a Disability on
the basis of medical evidence acceptable to the Plan Administrator. Upon making
a determination of Disability, the Plan Administrator shall, for purposes of the
Plan, determine the date of an Optionee's termination of employment or
contractual relationship.
(v) Unless accelerated in accordance with Section 5.1(f) above, unvested
Options shall terminate immediately upon termination of employment of the
Optionee by the Corporation for any reason whatsoever, including death or
Disability.
(vi) For purposes of this Plan, transfer of employment between or among the
Corporation and/or any Related Corporation shall not be deemed to constitute a
termination of employment with the Corporation or any Related Corporation.
Employment shall be deemed to continue while the Optionee is on military leave,
sick leave or other bona fide leave of absence (as determined by the Plan
Administrator). The foregoing notwithstanding, employment shall not be deemed
to continue beyond the first ninety (90) days of such leave, unless the
Optionee's re-employment rights are guaranteed by statute or by contract.
(h) Exercise of Options
(i) Options shall be exercisable, in full or in part, at any time after
vesting, until termination. If less than all of the shares included in the
vested portion of any Option are purchased, the remainder may be purchased at
any subsequent time prior to the expiration of the Option term. Only whole
shares may be issued pursuant to an Option, and to the extent that an Option
covers less than one (1) share, it is unexercisable.
(ii) Options or portions thereof may be exercised by giving written notice
to the Corporation, which notice shall specify the number of shares to be
purchased, and be accompanied by payment in the amount of the aggregate exercise
price for the Common Shares so purchased, which payment shall be in the form
specified in Section 5.1(i) below. The Corporation shall not be obligated to
issue, transfer or deliver a certificate representing Common Shares to the
Holder of any Option, until provision
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has been made by the Holder, to the satisfaction of the Corporation, for the
payment of the aggregate exercise price for all shares for which the Option
shall have been exercised and for satisfaction of any tax withholding
obligations associated with such exercise. During the lifetime of an Optionee,
Options are exercisable only by the Optionee.
(i) Payment upon Exercise of Option
Upon the exercise of any Option, the aggregate exercise price shall be paid to
the Corporation in cash or by certified or cashier's check. In addition, if
pre-approved in writing by the Plan Administrator who may arbitrarily withhold
consent, the Holder may pay for all or any portion of the aggregate exercise
price by complying with one or more of the following alternatives:
(i) by delivering to the Corporation Common Shares previously held by such
Holder, or by the Corporation withholding Common Shares otherwise deliverable
pursuant to exercise of the Option, which Common Shares received or withheld
shall have a fair market value at the date of exercise (as determined by the
Plan Administrator) equal to the aggregate exercise price to be paid by the
Optionee upon such exercise;
(ii) by delivering a properly executed exercise notice together with
irrevocable instructions to a broker promptly to sell or margin a sufficient
portion of the shares and deliver directly to the Corporation the amount of sale
or margin loan proceeds to pay the exercise price; or
(iii) by complying with any other payment mechanism approved by the Plan
Administrator at the time of exercise.
(j) No Rights as a Shareholder
A Holder shall have no rights as a shareholder with respect to any shares
covered by an Option until such Holder becomes a record holder of such shares,
irrespective of whether such Holder has given notice of exercise. Subject to
the provisions of Section 5.1(m) hereof, no rights shall accrue to a Holder and
no adjustments shall be made on account of dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distributions or other rights
declared on, or created in, the Common Shares for which the record date is prior
to the date the Holder becomes a record holder of the Common Shares covered by
the Option, irrespective of whether such Holder has given notice of exercise.
(k) Non-transferability of Options
Options granted under this Plan and the rights and privileges conferred by this
Plan may not be transferred, assigned, pledged or hypothecated in any manner
(whether by operation of law or otherwise) other than by will, by applicable
laws of descent and distribution, and shall not be subject to execution,
attachment or similar process. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of
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any Option or of any right or privilege conferred by this Plan contrary to the
provisions hereof, or upon the sale, levy or any attachment or similar process
upon the rights and privileges conferred by this Plan, such Option shall
thereupon terminate and become null and void.
(l) Securities Regulation and Tax Withholding
(i) Shares shall not be issued with respect to an Option unless the exercise
of such Option and the issuance and delivery of such shares shall comply with
all Applicable Laws, and such issuance shall be further subject to the approval
of counsel for the Corporation with respect to such compliance, including the
availability of an exemption from prospectus and registration requirements for
the issuance and sale of such shares. The inability of the Corporation to
obtain from any regulatory body the authority deemed by the Corporation to be
necessary for the lawful issuance and sale of any shares under this Plan, or the
unavailability of an exemption from prospectus and registration requirements for
the issuance and sale of any shares under this Plan, shall relieve the
Corporation of any liability with respect to the non-issuance or sale of such
shares.
(ii) As a condition to the exercise of an Option, the Plan Administrator may
require the Holder to represent and warrant in writing at the time of such
exercise that the shares are being purchased only for investment and without any
then-present intention to sell or distribute such shares. If necessary under
Applicable Laws, the Plan Administrator may cause a stop-transfer order against
such shares to be placed on the stock books and records of the Corporation, and
a legend indicating that the stock may not be pledged, sold or otherwise
transferred unless an opinion of counsel is provided stating that such transfer
is not in violation of any Applicable Laws, may be stamped on the certificates
representing such shares in order to assure an exemption from registration. The
Plan Administrator also may require such other documentation as may from time to
time be necessary to comply with applicable securities laws. THE CORPORATION
HAS NO OBLIGATION TO UNDERTAKE REGISTRATION OF OPTIONS OR THE COMMON SHARES
ISSUABLE UPON THE EXERCISE OF OPTIONS.
(iii) The Holder shall pay to the Corporation by certified or cashier's
check, promptly upon exercise of an Option or, if later, the date that the
amount of such obligations becomes determinable, all applicable federal, state,
local and foreign withholding taxes that the Plan Administrator, in its
discretion, determines to result upon exercise of an Option or from a
transfer or other disposition of Common Shares acquired upon exercise of an
Option or otherwise related to an Option or Common Shares acquired in connection
with an Option. Upon approval of the Plan Administrator, a Holder may satisfy
such obligation by complying with one or more of the following alternatives
selected by the Plan Administrator:
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A. by delivering to the Corporation Common Shares previously held by such
Holder or by the Corporation withholding Common Shares otherwise deliverable
pursuant to the exercise of the Option, which Common Shares received or withheld
shall have a fair market value at the date of exercise (as determined by the
Plan Administrator) equal to any withholding tax obligations arising as a result
of such exercise, transfer or other disposition;
B. by executing appropriate loan documents approved by the Plan
Administrator by which the Holder borrows funds from the Corporation to pay any
withholding taxes due under this Section 5.1(l)(iii), with such repayment terms
as the Plan Administrator shall select; or
C. by complying with any other payment mechanism approved by the Plan
Administrator from time to time.
(iv) The issuance, transfer or delivery of certificates representing Common
Shares pursuant to the exercise of Options may be delayed, at the discretion of
the Plan Administrator, until the Plan Administrator is satisfied that the
applicable requirements of all Applicable Laws and the withholding provisions of
the Code have been met and that the Holder has paid or otherwise satisfied any
withholding tax obligation as described in Section 5.1(l)(iii) above.
(m) Adjustments Upon Changes In Capitalization
(i) The aggregate number and class of shares for which Options may be
granted under this Plan, the number and class of shares covered by each
outstanding Option, and the exercise price per share thereof (but not the total
price), and each such Option, shall all be proportionately adjusted for any
increase or decrease in the number of issued Common Shares of the Corporation
resulting from:
A. a subdivision or consolidation of shares or any like capital adjustment,
or
B. the issuance of any Common Shares, or securities exchangeable for or
convertible into Common Shares, to the holders of all or substantially all of
the outstanding Common Shares by way of a stock dividend (other than the issue
of Common Shares, or securities exchangeable for or convertible into Common
Shares, to holders of Common Shares pursuant to their exercise of options to
receive dividends in the form of Common Shares, or securities convertible into
Common Shares, in lieu of dividends paid in the ordinary course on the Common
Shares).
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(ii) Except as provided in Section 5.1(m)(iii) hereof, upon a merger (other
than a merger of the Corporation in which the holders of Common Shares
immediately prior to the merger have the same proportionate ownership of common
shares in the surviving corporation immediately after the merger),
consolidation, acquisition of property or stock, separation, reorganization
(other than a mere re-incorporation or the creation of a holding Corporation) or
liquidation of the Corporation, as a result of which the shareholders of the
Corporation, receive cash, shares or other property in exchange for or in
connection with their Common Shares, any Option granted hereunder shall
terminate, but the Holder shall have the right to exercise such Holder's Option
immediately prior to any such merger, consolidation, acquisition of property or
shares, separation, reorganization or liquidation, and to be treated as a
shareholder of record for the purposes thereof, to the extent the vesting
requirements set forth in the Option agreement have been satisfied.
(iii) If the shareholders of the Corporation receive shares in the capital
of another corporation ("Exchange Shares") in exchange for their Common Shares
in any transaction involving a merger (other than a merger of the Corporation in
which the holders of Common Shares immediately prior to the merger have the same
proportionate ownership of Common Shares in the surviving corporation
immediately after the merger), consolidation, acquisition of property or shares,
separation or reorganization (other than a mere re-incorporation or the creation
of a holding Corporation), all Options granted hereunder shall be converted into
options to purchase Exchange Shares unless the Corporation and the corporation
issuing the Exchange Shares, in their sole discretion, determine that any or all
such Options granted hereunder shall not be converted into options to purchase
Exchange Shares but instead shall terminate in accordance with, and subject to
the Holder's right to exercise the Holder's Options pursuant to, the provisions
of Section 5.1(m)(ii). The amount and price of converted options shall be
determined by adjusting the amount and price of the Options granted hereunder in
the same proportion as used for determining the number of Exchange Shares the
holders of the Common Shares receive in such merger, consolidation, acquisition
or property or stock, separation or reorganization. Unless accelerated by the
Board, the vesting schedule set forth in the option agreement shall continue to
apply to the options granted for the Exchange Shares.
(iv) In the event of any adjustment in the number of Common Shares covered
by any Option, any fractional shares resulting from such adjustment shall
be disregarded and each such Option shall cover only the number of full shares
resulting from such adjustment.
(v) All adjustments pursuant to Section 5.1(m) shall be made by the Plan
Administrator, and its determination as to what adjustments shall be made, and
the extent thereof, shall be final, binding and conclusive.
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(vi) The grant of an Option shall not affect in any way the right or power
of the Corporation to make adjustments, reclassifications, reorganizations or
changes of its capital or business structure, to merge, consolidate or dissolve,
to liquidate or to sell or transfer all or any part of its business or assets.
6. EFFECTIVE DATE; AMENDMENT; SHAREHOLDER APPROVAL
6.1 Options may be granted by the Plan Administrator from time to time on or
after the date on which this Plan is adopted by the Board (the "Effective
Date").
6.2 Unless sooner terminated by the Board, this Plan shall terminate on the
tenth anniversary of the Effective Date. No Option may be granted after such
termination or during any suspension of this Plan.
6.3 Any Options granted by the Plan Administrator prior to the ratification
of this Plan by the shareholders of the Corporation shall be granted subject to
approval of this Plan by the holders of a majority of the Corporation's
outstanding voting shares, voting either in person or by proxy at a duly held
shareholders' meeting within twelve (12) months before or after the Effective
Date. If such shareholder approval is sought and not obtained, all Options
granted prior thereto and thereafter shall be considered Non-Qualified Stock
Options and any Options granted to Covered Employees will not be eligible for
the exclusion set forth in Section 162(m) of the Code with respect to the
deductibility by the Corporation of certain compensation.
7. NO OBLIGATIONS TO EXERCISE OPTION
7.1 The grant of an Option shall impose no obligation upon the Optionee to
exercise such Option.
8. NO RIGHT TO OPTIONS OR TO EMPLOYMENT
8.1 Whether or not any Options are to be granted under this Plan shall be
exclusively within the discretion of the Plan Administrator, and nothing
contained in this Plan shall be construed as giving any person any right to
participate under this Plan. The grant of an Option shall in no way constitute
any form of agreement or understanding binding on the Corporation or any Related
Corporation, express or implied, that the Corporation or any Related Corporation
will employ or contract with an Optionee for any length of time, nor shall it
interfere in any way with the Corporation's or, where applicable, a Related
Corporation's right to terminate Optionee's employment at any time, which right
is hereby reserved.
9. APPLICATION OF FUNDS
9.1 The proceeds received by the Corporation from the sale of Common Shares
issued upon the exercise of Options shall be used for general corporate
purposes, unless otherwise directed by the Board.
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10. INDEMNIFICATION OF PLAN ADMINISTRATOR
10.1 In addition to all other rights of indemnification they may have as
members of the Board, members of the Plan Administrator shall be indemnified by
the Corporation for all reasonable expenses and liabilities of any type or
nature, including attorneys' fees, incurred in connection with any action, suit
or proceeding to which they or any of them are a party by reason of, or in
connection with, this Plan or any Option granted under this Plan, and against
all amounts paid by them in settlement thereof (provided that such settlement is
approved by independent legal counsel selected by the Corporation), except to
the extent that such expenses relate to matters for which it is adjudged that
such Plan Administrator member is liable for willful misconduct; provided, that
within fifteen (15) days after the institution of any such action, suit or
proceeding, the Plan Administrator member involved therein shall, in writing,
notify the Corporation of such action, suit or proceeding, so that the
Corporation may have the opportunity to make appropriate arrangements to
prosecute or defend the same.
11. AMENDMENT OF PLAN
11.1 The Plan Administrator may, at any time, modify, amend or terminate
this Plan or modify or amend Options granted under this Plan, including, without
limitation, such modifications or amendments as are necessary to maintain
compliance with the Applicable Laws. The Plan Administrator may condition the
effectiveness of any such amendment on the receipt of shareholder approval at
such time and in such manner as the Plan Administrator may consider necessary
for the Corporation to comply with or to avail the Corporation and/or the
Optionees of the benefits of any securities, tax, market listing or other
administrative or regulatory requirements.
Effective Date: May 1, 2000
