PREDATOR VENTURES LTD.
STOCK OPTION PLAN
JULY 12, 1999
Approved by the Vancouver Stock Exchange
on , 1999.
Approved by the Board of
Directors on July 12, 1999.
Approved by the
Shareholders on June 21, 1999
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TABLE OF CONTENTS
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ARTICLE 1 DEFINITIONS AND INTERPRETATION 1
1.1 Definitions 1
1.2 Choice of Law 2
1.3 Headings 2
ARTICLE 2 PURPOSE AND PARTICIPATION 2
2.1 Purpose 2
2.2 Participation 3
2.3 Notification of Award 3
2.4 Copy of Plan 3
2.5 Limitation 3
ARTICLE 3 TERMS AND CONDITIONS OF OPTIONS 3
3.1 Board to Issue Shares 3
3.2 Number of Shares 3
3.3 Term of Option 4
3.4 Termination of Option 4
3.5 Exercise Price 5
3.6 Additional Terms 6
3.7 Assignment of Options 6
3.8 Adjustments 7
3.9 Public Announcement 7
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ARTICLE 4 EXERCISE OF OPTION 7
4.1 Exercise of Option 7
4.2 Issue of Share Certificates 7
4.3 Condition of Issue 7
ARTICLE 5 ADMINISTRATION 8
5.1 Administration 8
5.2 Interpretation 8
ARTICLE 6 AMENDMENT AND TERMINATION 8
6.1 Prospective Amendment 8
6.2 Retrospective Amendment 8
6.3 Approvals 9
6.4 Termination 9
6.5 Agreement 9
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STOCK OPTION PLAN
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ARTICLE 1
DEFINITIONS AND INTERPRETATION
1.1 Definitions
As used herein, unless there is something in the subject matter or context
inconsistent therewith, the following terms shall have the meanings set forth
below:
(a) "Administrator" initially means, the President of the Company and
thereafter shall mean such director or other senior officer or employee of the
Company as may be designated as Administrator by the Board from time to time.
(b) "Award Date" means the date on which the board awards a particular
Option.
(c) "Board" means the board of directors of the Company.
(d) "Company" means Predator Ventures Ltd.
(e) "Director" means any individual holding the office of director of the
Company.
(f) "Employee" means any individual regularly employed on a full-time basis
by the Company or any of its subsidiaries and such other individuals, such as
consultants (as that term is defined under B.O.R. #96/15 granted by the B.C.
Securities Commission) of the Company and employees of management companies
providing services (other than investor relations) to the Company as may, from
time to time, be permitted by the rules and policies of the applicable
Regula-tory Authorities to be granted options as employees or as an equivalent
thereto.
(g) "Exercise Notice" means the notice respecting the exercise of an Option,
in the form set out as Schedule "B" hereto, duly executed by the Option Holder.
(h) "Exercise Period" means the period during which a particular Option may
be exercised and is the period from and including the Award Date through to and
including the Expiry Date.
(i) "Exercise Price" means the price at which an Option may be exercised as
determined in accordance with paragraph 3.5.
(j) "Expiry Date" means the date determined in accordance with paragraph 3.3
and after which a particular Option cannot be exercised.
(k) "Market Value" means the market value of the Company's Shares as
deter-mined in accordance with paragraph 3.5.
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(l) "Option" means an option to acquire Shares, awarded to a Director or
Employee pursuant to the Plan.
(m) "Option Certificate" means the certificate, in the form set out as
Schedule "A" hereto, evidencing an Option.
(n) "Option Holder" means a Director or Employee, or former Director or
Employee, who holds an unexercised and unexpired Option or, where appli-cable,
the Personal Representative of such person.
(o) "Plan" means this stock option plan.
(p) "Personal Representative" means:
(i) in the case of a deceased Option Holder, the executor or administrator
of the deceased duly appointed by a court or public authority having
jurisdiction to do so; and
(ii) in the case of an Option Holder who for any reason is unable to manage
his or her affairs, the person entitled by law to act on behalf of such Option
Holder.
(q) "Regulatory Authorities" means all stock exchanges and other organized
trading facilities on which the Company's Shares are listed and all securities
commis-sions or similar securities regulatory bodies having jurisdiction over
the Company.
(r) "Share" or "Shares" means, as the case may be, one or more common shares
without par value in the capital stock of the Company.
1.2 Choice of Law
The Plan is established under, and the provisions of the Plan shall be subject
to and inter-preted and construed in accordance with, the laws of the Province
of British Columbia.
1.3 Headings
The headings used herein are for convenience only and are not to affect the
interpretation of the Plan.
ARTICLE 2
PURPOSE AND PARTICIPATION
2.1 Purpose
The purpose of the Plan is to provide the Company with a share-related mechanism
to attract, retain and motivate qualified Directors and Employees, to reward
such of those Directors and Employees as may be awarded Options under the Plan
by the Board from time to time for their contributions toward the long term
<PAGE>
goals of the Company and to enable and encourage such Directors and Employees to
acquire Shares as long term investments.
2.2 Participation
The Board shall, from time to time and in its sole discretion, determine those
Directors and Employees, if any, to whom Options are to be awarded. The Board
may, in its sole discretion, grant the majority of the Options to insiders of
the Company. The aggregate number of Options granted to any consultants of the
Company will not exceed 2% of the Company's issued and outstanding share capital
as of the Award Date. However, in no case will an Option Holder be granted an
Option where the number of Shares that may be purchased pursuant to that Option
exceed, when added to the number of Shares available for purchase pursuant to
Options previously granted to the Option Holder which remain exercis-able, 5% of
the Company's issued and outstanding share capital as of the Award Date of the
Option being granted.
2.3 Notification of Award
Following the approval by the Board of the awarding of an Option, the
Administrator shall notify the Option Holder in writing of the award and shall
enclose with such notice the Option Certificate representing the Option so
awarded.
2.4 Copy of Plan
Each Option Holder, concurrently with the notice of the award of the Option,
shall be provided with a copy of the Plan. A copy of any amendment to the Plan
shall be promptly provided by the Administrator to each Option Holder.
2.5 Limitation
The Plan does not give any Option Holder that is a Director the right to serve
or continue to serve as a Director of the Company nor does it give any Option
Holder that is an Employee the right to be or to continue to be employed by the
Company.
ARTICLE 3
TERMS AND CONDITIONS OF OPTIONS
3.1 Board to Issue Shares
The Shares to be issued to Option Holders upon the exercise of Options shall be
authorized and unissued Shares the issuance of which shall have been authorized
by the Board.
3.2 Number of Shares
Subject to adjustment as provided for in paragraph 3.8 of this Plan, the number
of Shares which will be available for purchase pursuant to Options granted
pursuant to this Plan will not exceed 3,100,000. This shall include the
existing Options for 450,000 Shares (see Schedule "C") granted prior to the
implementation of this Plan which, by the implementation of this Plan, are
<PAGE>
deemed to have been re-granted under this Plan. If any Option expires or
otherwise terminates for any reason without having been exercised in full, the
number of Shares in respect of which Option expired or termi-nated shall again
be available for the purposes of the Plan.
3.3 Term of Option
Subject to paragraph 3.4, the Expiry Date of an Option shall be the date so
fixed by the Board at the time the particular Option is awarded, provided that
such date shall be no later than the tenth anniversary of the Award Date of such
Option (except with respect to Options issued to a consultant of the Company in
which case such date shall be no later than the fifth anniversary of the Award
Date of such Option).
3.4 Termination of Option
Subject to such other terms or conditions that may be attached to Options
granted hereunder, an Option Holder may exercise an Option in whole or in part
at any time or from time to time during the Exercise Period. Any Option or part
thereof not exercised within the Exercise Period shall terminate and become
null, void and of no effect as of 5:00 p.m. local time in Vancouver, British
Columbia on the Expiry Date. The Expiry Date of an Option shall be the earlier
of the date so fixed by the Board at the time the Option is awarded and the date
esta-blished, if appli-cable, in sub-paragraphs (a) to (c) below:
(a) Death
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In the event that the Option Holder should die while he or she is still a
Director (if he or she holds his or her Option as Director) or Employee (if he
or she holds his or her Option as Employee), the Expiry Date shall be the first
anniversary of the Option Holder's date of death; or
(b) Ceasing to hold Office
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In the event that the Option Holder holds his or her Option as Director of
the Company and such Option Holder ceases to be a Director of the Company other
than by reason of death, the Expiry Date of the Option shall be, unless
otherwise provided for in the Option Certificate, the 30th day following the
date the Option Holder ceases to be a Director of the Company unless the Option
Holder ceases to be a Director of the Company as a result of:
(i) ceasing to meet the qualifications set forth in Wyoming Statute Section
17-16-802; or
(ii) a resolution having been passed by the members of the company pursuant
to Wyoming Statutes section 17-16-808; or
(iii) an order having been given pursuant to Wyoming Statute 17-16-809;
(iv) an order made by any Regulatory Authority having jurisdiction to so
order;
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in which case the Expiry Date shall be the date the Option Holder ceases to
be a Director of the Company.
(c) Ceasing to be Employed
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In the event that the Option Holder holds his or her Option as an Employee
of the Company and such Option Holder ceases to be an Employee of the Company
other than by reason of death, the Expiry Date of the Option shall be the 30th
day following the date of the Option Holder ceases to be an Employee of the
issuer unless the Option Holder ceases to be an Employee of the Company as a
result of:
(i) termination for cause; or
(ii) an order made by any Regulatory Authority having jurisdiction to so
order;
in which case the Expiry Date shall be the date the Option Holder ceases to
be an Employee of the Company.
Notwithstanding anything else contained herein, in no case will an Option be
exercisable later than the tenth anniversary of the Award Date of the Option.
3.5 Exercise Price
The price (the "Exercise Price") at which an Option Holder may purchase a Share
upon the exercise of an Option shall be as set forth in the Option Certifi-cate
issued in respect of such Option and in any event shall not be less than the
market price for the shares of the Company for the ten trading days immediately
preceding the day on which the Vancouver Stock Exchange ("VSE") receives the
required notice that the directors granted the Options. The trading average
will not include a closing price that occurs earlier than the trading day
following the day on which a material change was announced. If no trades
occurred within the ten trading days, the Exercise Price will not be less than
the last closing price and will be at least $0.15 per share.
The Exercise Price will be calculated according to the following further
conditions (unless the policies of the VSE outlining these conditions are
amended by the VSE in which case the conditions, as amended, will govern):
(a) subject to a minimum price of $0.15, if a stock option price is set
before ten trading days have elapsed since the day of the announcement of a
material change in the Company's affairs, then the average closing price per
share will be calculated based on the closing prices during the period
commencing on the trading day after the day on which the material change was
announced, and ending on the day preceding the day on which the directors of the
Company grant and notify the VSE of the Options. At least five trading days
will be required to establish the price after such a material change has
occurred. The average closing price calculated for the specific period
described above will be used in place of the ten day average market price
described above; and
<PAGE>
(b) if the Options are granted within six months following a public
distribution by the Company, then the Exercise Price of such Options will be the
greater of the price as calculated above and the per share price paid by the
public investors for shares acquired pursuant to the distribution. The six
month period will commence:
(i) on the offering day in cases of fixed price offerings;
(ii) on the effective date of the Exchange Offering Prospectus in cases of
underwritings and non-fixed open market distributions; and
(iii) on the date of listing in the case of an initial distribution.
Notwithstanding anything else contained herein, in no case will the Exercise
Price be less than the minimum prescribed by each of the organized trading
facilities on which the Shares trade as would apply to the Award Date in
question.
3.6 Additional Terms
Subject to all applicable securities laws and regulations and the rules and
policies of all applicable Regulatory Authorities, each Option shall be subject
to a vesting schedule as is determined by the Board on the Award Date and the
Board may attach other terms and conditions to the grant of a particular Option.
Such terms and conditions will be referred to in a schedule attached to the
Option Certificate. These terms and conditions may include, but are not
necessarily limited to, the following:
(a) providing that an Option expires on a date other than as provided for
herein;
(b) providing that a portion or portions of an Option expire after certain
periods of time or upon the occurrence of certain events; and
(c) providing that an Option be exercisable immediately, in full,
notwithstanding that it has vesting provisions, upon the occurrence of certain
events, such as a friendly or hostile takeover bid for the Company.
3.7 Assignment of Options
Options may not be assigned or transferred, provided however that the Personal
Represen-tative of an Option Holder may, to the extent permitted by paragraph
4.1, exercise the Option within the Exercise Period.
3.8 Adjustments
If prior to the complete exercise of any Option the Shares are consolidated,
subdivided, converted, exchanged or reclassified or in any way substituted for
(collectively, the "Event"), an Option, to the extent that it has not been
exercised, shall be adjusted by the Board in accordance with such Event in the
manner the Board deems appropriate. No fractional shares shall be issued upon
the exercise of the Options and accordingly, if as a result of the Event, an
<PAGE>
Option Holder would become entitled to a frac-tional share, such Option Holder
shall have the right to purchase only the next lowest whole number of shares and
no payment or other adjustment will be made with respect to the fractional
interest so disregarded.
3.9 Public Announcement
The Company, if required by Securities Regulatory Authorities or the Vancouver
Stock Exchange, will publicly announce, by way of news release, the Options
granted on that Award Date.
ARTICLE 4
EXERCISE OF OPTION
4.1 Exercise of Option
An Option may be exercised only by the Option Holder or the Personal
Representative of any Option Holder. An Option Holder or the Personal
Representative of any Option Holder may exercise an Option in whole or in part
at any time or from time to time during the Exercise Period up to 5:00 p.m.
local time in Vancouver, British Columbia on the Expiry Date by delivering to
the Administrator an Exercise Notice, the applicable Option Certificate and a
certified cheque or bank draft payable to "Predator Ventures Ltd." in an amount
equal to the aggregate Exercise Price of the Shares to be purchased pursuant to
the exercise of the Option.
4.2 Issue of Share Certificates
As soon as practicable following the receipt of the Exercise Notice, the
Administrator shall cause to be delivered to the Option Holder a certificate for
the Shares so purchased. If the number of Shares so purchased is less than the
number of Shares subject to the Option Certificate surrendered, the
Administrator shall forward a new Option Certificate to the Option Holder
concurrently with delivery of the Share Certificate for the balance of Shares
available under the Option.
4.3 Condition of Issue
The Options and the issue of Shares by the Company pursuant to the exercise of
Options are subject to the terms and conditions of this Plan and compliance with
the rules and policies of all applicable Regulatory Authorities to the granting
of such Options and to the issuance and distribution of such Shares, and to all
applicable securities laws and regulations. The Option Holder agrees to comply
with all such laws, regulations, rules and policies and agrees to furnish to the
Company any information, reports or undertakings required to comply with, and to
fully cooperate with, the Company in complying with such laws, regulations,
rules and policies.
ARTICLE 5
ADMINISTRATION
5.1 Administration
The Plan shall be administered by the Administrator on the instructions of the
Board. The Board may make, amend and repeal at any time and from time to time
such regulations not inconsistent with the Plan as it may deem necessary or
advisable for the proper administration and operation of the Plan and such
regula-tions shall form part of the Plan. The Board may delegate to the
Administrator or any Director, officer or employee of the Company such
administrative duties and powers as it may see fit.
5.2 Interpretation
The interpretation by the Board of any of the provisions of the Plan and any
determination by it pursuant thereto shall be final and conclusive and shall not
be subject to any dispute by any Option Holder. No member of the Board or any
person acting pursuant to authority delegated by it hereunder shall be liable
for any action or determination in connection with the Plan made or taken in
good faith and each member of the Board and each such person shall be entitled
to indemnification with respect to any such action or determination in the
manner provided for by the Company.
ARTICLE 6
AMENDMENT AND TERMINATION
6.1 Prospective Amendment
The Board may from time to time amend the Plan and the terms and conditions of
any Option thereafter to be granted and, without limiting the generality of the
foregoing, may make such amendment for the purpose of meeting any changes in any
relevant law, rule or regulation applicable to the Plan, any Option or the
Shares, or for any other purpose which may be permitted by all relevant laws,
regulations, rules and policies provided always that any such amendment shall
not alter the terms or conditions of any Option or impair any right of any
Option Holder pursuant to any Option awarded prior to such amendment.
6.2 Retrospective Amendment
The Board may from time to time retrospectively amend the Plan and, with the
consent of the affected Option Holders, retrospec-tively amend the terms and
conditions of any Options which have been previously granted.
6.3 Approvals
This Plan and any amendments hereto are subject to all necessary approvals of
the applicable Regulatory Authorities.
<PAGE>
6.4 Termination
The Board may terminate the Plan at any time provided that such termination
shall not alter the terms or conditions of any Option or impair any right of any
Option Holder pursuant to any Option awarded prior to the date of such
termination which shall continue to be governed by the provisions of the Plan.
If not terminated by the Board, the Plan will terminate when all of the Options
have been granted.
6.5 Agreement
THE COMPANY AND EVERY OPTION AWARDED HEREUNDER SHALL BE BOUND BY AND SUBJECT TO
THE TERMS AND CONDITIONS OF THIS PLAN. BY ACCEPTING AN OPTION GRANTED
HEREUNDER, THE OPTION HOLDER HAS EXPRESSLY AGREED WITH THE COMPANY TO BE BOUND
BY THE TERMS AND CONDITIONS OF THIS PLAN.
<PAGE>
SCHEDULE "A"
PREDATOR VENTURES LTD.
STOCK OPTION PLAN
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OPTION CERTIFICATE
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This Certificate is issued pursuant to the provisions of the Predator Ventures
Ltd. ("Predator") Stock Option Plan (the "Plan") and evidences that
is the holder (the "Option Holder") of an option (the "Option")
to purchase up to common shares (the "Shares") in the capital
stock of Predator at a purchase price of Cdn. $ per Share. Subject to
the provisions of the Plan:
(a) the Award Date of this Option is , 19 ----_; and
(b) the Expiry Date of this Option is , 19 .
This Option may be exercised at any time and from time to time from and
including the Award Date through to and including up to 5:00 local time in
Vancouver, British Columbia on the Expiry Date by delivery to the Administrator
of the Plan an Exercise Notice, in the form provided in the Plan, together with
this Certificate and a certi-fied cheque or bank draft payable to "Predator
Ventures Ltd." in an amount equal to the aggregate of the Exercise Price of the
Shares in respect of which this Option is being exercised.
This Certificate and the Option evidenced hereby is not assignable, transferable
or negotiable and is subject to the detailed terms and conditions contained in
the Plan, the terms and conditions of which the Option Holder hereby expressly
agrees with Predator to be bound by. This Certificate is issued for convenience
only and in the case of any dispute with regard to any matter in respect hereof,
the provisions of the Plan and the records of Predator shall prevail.
This Option is also subject to the terms and conditions contained in the
schedules, if any, attached hereto.
The foregoing Option has been awarded this day of , 199 .
PREDATOR VENTURES LTD.
Per:
Administrator, Predator Ventures Ltd.,
Stock Option Plan
<PAGE>
OPTION CERTIFICATE - SCHEDULE
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The additional terms and conditions attached to the Option represented by this
Option Certificate are as follows:
1.
2.
3.
4.
5.
PREDATOR VENTURES LTD.
Per:
Administrator, Predator Ventures Ltd.,
Stock Option Plan
<PAGE>
SCHEDULE "B"
PREDATOR VENTURES LTD.
STOCK OPTION PLAN
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NOTICE OF EXERCISE OF OPTION
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TO: The Administrator, Stock Option Plan
Predator Ventures Ltd.
Suite 200, 885 West Georgia Street
Vancouver, British Columbia, V6C 3E8
The undersigned hereby irrevocably gives notice, pursuant to the Predator
Ventures Ltd. ("Predator") Stock Option Plan (the "Plan"), of the exercise of
the Option to acquire and hereby subscribes for (CROSS OUT INAPPLICABLE ITEM):
(a) all of the Shares; or
(b) of the Shares;
which are the subject of the Option Certificate attached hereto.
The undersigned tenders herewith a certified cheque or bank draft (CIRCLE ONE)
payable to "Predator Ventures Ltd." in an amount equal to the aggregate Exercise
Price of the aforesaid shares and directs Predator to issue the certificate
evidencing said shares in the name of the undersigned to be mailed to the
undersigned at the following address:
DATED the day of , .
SIGNATURE OF OPTION HOLDER
<PAGE>
SCHEDULE "C"
PREDATOR VENTURES LTD.
STOCK OPTION PLAN
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LIST OF OUTSTANDING OPTIONS
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<TABLE>
<CAPTION>
NAME OF OPTIONEE NO. OF SHARES EXERCISE PRICE DATE OF GRANT EXPIRY DATE
---------------------- ------------- --------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Sedun, Gregg J.. . . . 195,000 $ 0.15 16 May 1997 16 May 2002
------------- --------------- ---------------- ----------------
De Witt, David E.. . . 195,000 $ 0.15 16 May 1997 16 May 2002
------------- --------------- ---------------- ----------------
Vanderzwart, Judith H. 10,000 $ 0.15 16 May 1997 16 May 2002
------------- --------------- ---------------- ----------------
Mathews, Alan F. . . . 50,000 $ 0.41 04 February 1998 04 February 2003
------------- --------------- ---------------- ----------------
TOTAL. . . . . . . . . 450,000
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