SOFTCARE EC.COM, INC.
STOCK OPTION PLAN
SEPTEMBER 2000
Approved by the Board of
Directors on October 19 2000.
Approved by the Shareholders
on November 10 2000.
<PAGE>
TABLE OF CONTENTS
-----------------
PAGE
----
ARTICLE 1 DEFINITIONS AND INTERPRETATION.......................................3
1.1 Definitions...........................................................3
1.2 Choice of Law.........................................................6
1.3 Headings..............................................................6
ARTICLE 2......................................................................6
PURPOSE AND PARTICIPATION......................................................6
2.1 Purpose...............................................................6
2.2 Participation.........................................................6
2.3 Notification of Award.................................................7
2.4 Copy of Plan..........................................................7
2.5 Limitation............................................................7
ARTICLE 3......................................................................8
TERMS AND CONDITIONS OF OPTIONS................................................8
3.1 Board to Issue Shares.................................................8
3.2 Number of Shares......................................................8
3.3 Term of Option........................................................8
3.4 Termination of Option.................................................8
3.5 Exercise Price........................................................9
3.6 Additional Terms.....................................................10
3.7 Assignment of Options................................................10
3.8 Adjustments..........................................................11
3.9 Vesting..............................................................11
3.10 Hold Period..........................................................11
3.11 Designation of Award.................................................11
ARTICLE 4.....................................................................12
EXERCISE OF OPTION............................................................12
4.1 Exercise of Option...................................................12
4.2 Issue of Share Certificates..........................................12
4.3 Condition of Issue...................................................12
4.4 Taxes................................................................12
ARTICLE 5.....................................................................13
<PAGE>
ADMINISTRATION................................................................13
5.1 Administration.......................................................13
5.2 Interpretation.......................................................13
5.3 Special Rules Applicable to Administration...........................13
ARTICLE 6.....................................................................13
AMENDMENT AND TERMINATION.....................................................13
6.1 Prospective Amendment................................................13
6.2 Retrospective Amendment..............................................14
6.3 Regulatory Authority Approval........................................14
6.4 Disinterested Shareholder Approval...................................14
6.5 Termination..........................................................14
6.6 Information..........................................................14
6.7 Agreement............................................................14
2
<PAGE>
STOCK OPTION PLAN
-----------------
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 will have the meanings set forth
below:
(a) "Administrator" means, initially, the Secretary of the Company
and thereafter will 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) "Associate" has the meaning given to it in Policy 1.1 of the
CDNX Corporate Finance Manual;
(c) "Award Date" means the date on which the Board awards a
particular Option;
(d) "Board" means the board of directors of the Company, or any
committee thereof to which the board of directors of the
Company has delegated the power to administer and grant
Options under the Plan;
(e) "Cause" means:
(i) Cause as such term is defined in the written
employment agreement or contact between the Company
and the Employee or the Consultant;
(ii) in the event there is no written employment agreement
between the Company and the Employee or Consultant,
or Cause is not defined in such written agreement,
the usual meaning of just cause under the common law
or the laws of the jurisdiction in which the Employee
or Consultant is employed;
(iii) in the case of Directors, termination of position of
Director as a result of (1) ceasing to meet the
qualifications set forth in section 114 of the
Company Act, R.S.B.C. 1996, c.62; or (2) a special
resolution having been passed by the members of the
Company pursuant to subsection 130(3) of the Company
Act, R.S.B.C. 1996, c.62; or (3) an order made by any
Regulatory Authority having jurisdiction to so order;
or
(iv) in the case of an Employee or Consultant, termination
of its position as a result of an order made by any
Regulatory Authority having jurisdiction to so order;
(f) "CDNX" means the Canadian Venture Exchange;
(g) "Company" means Softcare EC.com, Inc.;
(h) "Consultant" means an individual (or a company wholly owned by
individuals) who:
3
<PAGE>
(i) provides ongoing consulting services to the Company
or a subsidiary of the Company under a written
contract;
(ii) possesses technical, business or management expertise
of value to the Company or a subsidiary of the
Company;
(iii) spends a significant amount of time and attention on
the business and affairs of the Company or a
subsidiary of the Company; and
(iv) has a relationship with the Company or a subsidiary
of the Company that enables the individual to be
knowledgeable about the business and affairs of the
Company;
(i) "Director" means any individual holding the office of director
or senior officer of the Company or a subsidiary of the
Company to whom stock options can be granted in reliance on a
prospectus exemption under applicable Securities Laws;
(j) "Disability" means that an Option Holder is permanently unable
to carry out the responsibilities and functions of the
position held by the Option Holder by reason of any medically
determinable physical or mental impairment. An Option Holder
will not be considered to have incurred a Disability unless he
or she furnishes proof of such impairment sufficient to
satisfy the Administrator in its discretion;
(k) "Discounted Market Price" has the meaning given to it in
Policy 1.1 of the CDNX Corporate Finance Manual;
(l) "Employee" means an individual who:
(i) is considered an employee of the Company or a
subsidiary of the Company under the INCOME TAX ACT
(Canada) (i.e. for whom income tax, employment
insurance and CPP deductions must be made at source);
(ii) works full-time for the Company or a subsidiary of
the Company providing services normally provided by
an employee and who is subject to the same control
and direction by the Company or a subsidiary of the
Company over the details and methods of work as an
employee of the Company, but for whom income tax
deductions are not made at source; or
(iii) works for the Company or a subsidiary of the Company
on a continuing and regular basis for a minimum
amount of time per week providing services normally
provided by an employee and who is subject to the
same control and direction by the Company or a
subsidiary of the Company over the details and
methods of work as an employee of the Company, but
for whom income tax deductions are not made at
source;
(m) "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;
(n) "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;
4
<PAGE>
(o) "Exercise Price" means the price at which an Option may be
exercised as determined in accordance with paragraph 3.5;
(p) "Expiry Date" means the date determined in accordance with
paragraph 3.3 and after which a particular Option cannot be
exercised;
(q) "Insider" has the meaning given to it in the SECURITIES ACT
(British Columbia);
(r) "Investor Relations Activities" has the meaning given to it in
Policy 1.1 of the CDNX Corporate Finance Manual;
(s) "Market Price" means the last closing price of the Company's
Shares before the issuance of the required news release
disclosing the grant of an Option, subject to the exceptions
provided for in Policy 1.1 of the CDNX Corporate Finance
Manual;
(t) "Option" means a stock option to acquire Shares, awarded to a
Director, Employee or Consultant pursuant to the Plan;
(u) "Option Certificate" means the certificate, in the form set
out as Schedule "A" hereto, evidencing an Option;
(v) "Option Holder" means a Director, Employee or Consultant or
former Director, Employee or Consultant, who holds an
unexercised and unexpired Option or, where applicable, the
Personal Representative of such person;
(w) "Plan" means this stock option plan;
(x) "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;
(y) "Regulatory Authorities" means all stock exchanges,
inter-dealer quotation networks and other organized trading
facilities on which the Company's Shares are listed and all
securities commissions or similar securities regulatory bodies
having jurisdiction over the Company;
(z) "Securities Laws" means securities legislation, securities
regulation and securities rules, as amended, and the policies,
notices, instruments and blanket orders in force from time to
time that are applicable to the Company;
(aa) "Share" or "Shares" means, as the case may be, one or more
common shares without par value in the capital stock of the
Company; and
(bb) "Termination Date" means:
5
<PAGE>
(i) in the case of the resignation of the Option Holder
as an Employee of the Company, the date that the
Option Holder provides notice of his or her
resignation as an Employee of the Company to the
Company; or
(ii) in the case of the termination of the Option Holder's
employment with the Company by the Company for any
reason other than death or Disability, the date that
the Company provides notice of termination of the
Option Holder's employment to the Option Holder; or
(iii) in the case of the termination of the written
contract of the Option Holder to provide consulting
services to the Company, the date that one of the
parties to the written contract provides notice of
termination of the written contract to the other
party.
1.2 CHOICE OF LAW
The Plan is established under, and the provisions of the Plan will be subject to
and interpreted 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, Employees and Consultants,
to reward such of those Directors, Employees and Consultants as may be awarded
Options under the Plan by the Board from time to time for their contributions
toward the long term goals of the Company and to enable and encourage such
Directors, Employees and Consultants to acquire Shares as long term investments.
2.2 PARTICIPATION
The Board will, from time to time and in its sole discretion, determine those
Directors, Employees and Consultants, if any, to whom Options are to be awarded.
The Board may only grant options to an Employee or Consultant if such Employee
or Consultant is a bona fide Employee or Consultant of the Company or a
subsidiary of the Company. The Board may, in its sole discretion, grant the
majority of the Options to Insiders of the Company. However, in no case will the
issuance of Shares upon the exercise of Options granted under the Plan in any
proposed or existing share compensation arrangement result in:
(a) the number of Shares reserved for issuance pursuant to stock
options granted to Insiders exceeding 10% of the Company's
issued and outstanding share capital;
(b) the issuance to Insiders, within a one year period, of a
number of Shares exceeding 10% of the Company's issued and
outstanding share capital;
6
<PAGE>
(c) the issuance to any one Insider and such Insider's Associates,
within a one year period, of a number of shares exceeding 5%
of the Company's issued and outstanding share capital;
(d) the issuance to any one individual Director or Employee of a
number of Shares exceeding 5% of the Company's issued and
outstanding share capital at the time of granting;
(e) the issuance to any one individual Director or Employee who is
employed by the Company in Investor Relations Activities of a
number of Shares exceeding 2% of the Company's issued and
outstanding share capital at the time of granting;
(f) the issuance to a Consultant of a number of Shares exceeding
2% of the Company's issued and outstanding share capital at
the time of granting; or
(g) the issuance to any one individual Director, Consultant or
Employee of Options representing in excess of 840,000 Shares
in one calendar year.
Furthermore, in no case will a Director or Employee 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 such Director or Employee which remain exercisable, 5% of
the Company's issued and outstanding share capital as of the Award Date of the
Option being granted. Likewise, in no case will a Consultant 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 such Consultant which remain exercisable, 2% 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 will notify the Option Holder in writing of the award and will
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,
will be provided with a copy of the Plan. A copy of any amendment to the Plan
will 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, does not give any Option
Holder that is an Employee the right to be or to continue to be employed by the
Company and does not give any Option Holder that is a Consultant the right to be
or continue to be retained by the Company as a consultant to the Company.
7
<PAGE>
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 will be
authorized and unissued Shares the issuance of which will have been authorized
by the Board.
3.2 NUMBER OF SHARES
Subject to adjustment as provided for in paragraph 3.8 of the Plan, the number
of Shares which will be available for purchase pursuant to Options granted under
the Plan will not exceed 2,167,945 Shares (which number represents 20% of the
issued and outstanding shares in the share capital of the Company). This number
will include up to 1,230,000 Shares which may be issued upon the exercise of
stock options (the "Existing Options") granted on an individual basis prior to
the implementation of the Plan which, by the implementation of the Plan are
deemed to have been re-granted under the Plan. Notwithstanding the foregoing,
none of the terms and conditions of the Existing Options will be altered by
their inclusion as Options under this Plan and are Existing Options to be
exercisable by the holders thereof without further shareholder or regulatory
approvals. 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 terminated will 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 will be the date so fixed
by the Board at the time the particular Option is awarded, provided that such
date will 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 any vested portion or portions
of 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 will terminate and become null, void and of no effect as of 4:30 p.m.
local time in Vancouver, British Columbia on the Expiry Date. The Expiry Date of
an Option will be the earlier of the date so fixed by the Board at the time the
Option is awarded and the date established, if applicable, in sub-paragraphs (a)
to (d) below:
(a) DEATH OF OPTION HOLDER
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 a
Director), an Employee (if he or she holds his or her Option
as an Employee), or a Consultant (if he or she holds his or
her Option as a Consultant), the Expiry Date for any vested
portion or portions of the Option will be the first
anniversary of the date of the Option Holder's death. The
Expiry Date for any unvested portion of the Option will be the
date of the Option Holder's death. In no case will the right
to purchase Shares under an Option vest after the date of the
Option Holder's death.
8
<PAGE>
(b) DISABILITY OF OPTION HOLDER
In the event that the Option Holder ceases to be a Director,
Employee or Consultant by reason of Disability, the Expiry
Date for any vested portion or portions of the Option will be
six (6) months after the date of the Option Holder's
Disability. The Expiry Date for any unvested portion of the
Option will be the date of the Option Holder's Disability. In
no case will the right to purchase Shares under an Option vest
after the date of the Option Holder's Disability.
(c) CEASING TO HOLD OFFICE
In the event that the Option Holder holds his or her Option as
a Director of the Company and such Option Holder ceases to be
a Director of the Company other than by reason of death or
Disability, the Expiry Date for any vested portion or portions
of the Option will be, unless otherwise provided for in the
Option Certificate, the 90th day following the date the Option
Holder ceases to be a Director of the Company unless the
Option Holder ceases to be a Director for Cause, in which case
the Expiry Date will be the date the Option Holder ceases to
be a Director of the Company. The Expiry Date for any unvested
portion of the Option will be the date the Option Holder
ceases to be a Director of the Company. In no case will the
right to purchase Shares under an Option vest after the date
the Option Holder ceases to be a Director of the Company.
(d) CEASING TO BE AN EMPLOYEE OR CONSULTANT
In the event that the Option Holder holds his or her Option as
an Employee or Consultant of the Company and such Option
Holder ceases to be an Employee or Consultant of the Company
other than by reason of death or Disability, unless otherwise
provided in the Option Certificate, the Expiry Date for any
vested portion or portions of the Option will be the 30th day
following the Termination Date unless the Employee or
Consultant is terminated for Cause, in which case the Expiry
Date will be the Termination Date. The Expiry Date for any
unvested portion of the Option will be the Termination Date.
In no case will the right to purchase Shares under an Option
vest after the Termination Date.
Notwithstanding anything contained herein, in no case will an Option be
exercisable later than the fifth anniversary of the Award Date of the Option.
3.5 EXERCISE PRICE
The price at which an Option Holder may purchase a Share upon the exercise of an
Option will be as set forth in the Option Certificate issued in respect of such
Option and in any event will not be less than the Discounted Market Price of the
Company's Shares as of the Award Date.
Notwithstanding anything else contained herein,
(a) in no case will the exercise price of an option be less than
the minimum prescribed by each of the organized trading
facilities as would apply to the Award Date in question;
9
<PAGE>
(b) the exercise price of an Option shall conform to the
requirements of Section 260.140.41 of Title 10 of the
California Code of Regulations. Such section currently
requires that the per Share exercise price of the Options be
not less than 85% of the fair value of the Company's Shares as
of the Award Date, or, in the case of Options granted to an
Option Holder who, at the time of the grant of such Option
owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any
parent or subsidiary of the Company, that the per Share
exercise price be not less than one hundred ten percent (110%)
of the fair value of the Company's Shares as of the Award
Date;
(c) in the case of options intended to qualify as "Incentive Stock
Options" as that term is defined for purposes of the United
States of America Internal Revenue Code of 1986, as amended,
the per Share exercise price of the Options shall be not less
than 100% of the fair value of the Company's Shares as of the
Award Date, or, in the case of Incentive Options granted to an
Option Holder who, at the time of the grant of such Option
owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any
parent or subsidiary of the Company, not less than one hundred
ten percent (110%) of the fair value of the Company's Shares
as of the Award Date.
3.6 ADDITIONAL TERMS
Subject to all applicable Securities Laws of all applicable Regulatory
Authorities, the Board may attach other terms and conditions to the grant of a
particular Option, such terms and conditions to 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, provided that no Option shall expire more
than 120 months after the Award Date, and no Option which is
intended to qualify as "Incentive Stock Options" as that term
is defined for purposes of the United States of America
Internal Revenue Code of 1986, as amended and which is granted
to an Option Holder who, at the time of the grant of such
Option owns stock representing more than ten percent (10%) of
the voting power of all classes of stock of the Company or any
parent or subsidiary of the Company, shall expire more than
five (5) years after the Award Date;
(b) providing that a portion or portions of an Option vest after
certain periods of time or upon the occurrence of certain
events, or expire after certain periods of time or upon the
occurrence of certain events;
(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; and
(d) providing that an Option issued to, held by or exercised by an
Option Holder who is a citizen or resident of the United Sates
of America, and otherwise meeting the statutory requirements,
be treated as an "Incentive Stock Option" as that term is
defined for purposes of the United States of America Internal
Revenue Code of 1986, as amended, subject to the other
provisions in this Plan concerning Incentive Stock Options.
3.7 ASSIGNMENT OF OPTIONS
Options may not be assigned or transferred, provided however that the Personal
Representative of an Option Holder may, to the extent permitted by paragraph
4.1, exercise the Option within the Exercise Period.
10
<PAGE>
3.8 ADJUSTMENTS
Subject to any required action by the shareholders of the Company, the number of
Shares covered by each outstanding Option, and the number of Shares which have
been authorized for issuance under the Plan but as to which no Options have yet
been granted or which have been returned to the Plan, the per participant share
limitation set forth in paragraph 2.2(g), the exercise price of each such
outstanding Option, as well as any other terms that the Board determines require
adjustment shall be proportionately adjusted for (i) any increase or decrease in
the number of issued Shares resulting from a stock split, reverse stock split,
stock dividend, combination or reclassification of the Shares, or similar
transaction affecting the Shares, (ii) any other increase or decrease in the
number of issued Shares effected without receipt of consideration by the
Company; provided, however, that conversion of any convertible securities of the
Company shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Board and its determination
shall be final, binding and conclusive. Except as the Board determines, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of Shares
subject to an Option. No fractional shares will be issued upon the exercise of
the Options and accordingly, if as a result of the Event, an Option Holder would
become entitled to a fractional share, such Option Holder will 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 VESTING
Options granted to Consultants providing Investor Relations services will vest
in stages over 12 months with no more than 1/4 of the Options vesting in any
three month period.
Options granted to Directors, Employees or Consultants, other than Consultants
providing Investor Relations services, will vest fully over a minimum period of
18 months and a maximum period of 60 months, unless otherwise approved by the
relevant Regulatory Authorities. Options issued to Employees who are not
executive officers or Directors of the Company shall vest at the rate of at
least 20% per year over five (5) years from the Award Date.
The vesting schedule for each Option granted will be set out in the Option
Certificate.
3.10 HOLD PERIOD
In addition to any resale restrictions under Securities Laws, the Option and any
Shares issued upon the exercise of the Option will be subject to a four month
CDNX hold period from the Award Date of the Option. The Option, and the Shares,
if applicable, will bear the following legend:
"WITHOUT PRIOR WRITTEN APPROVAL OF THE CANADIAN VENTURE EXCHANGE AND
COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES
REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED,
HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE
CANADIAN VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE
BENEFIT OF A CANADIAN RESIDENT UNTIL [DATE]."
11
<PAGE>
3.11 DESIGNATION OF AWARD.
Each Option issued to a United States citizen or resident shall be designated in
the Option Agreement either as an Incentive Stock Option or a Non-Qualified
Stock Option. However, notwithstanding such designation, to the extent that the
aggregate fair market value of Shares subject to Options designated as Incentive
Stock Options which become exercisable for the first time by an Option Holder
during any calendar year (under all plans of the Company or any Affiliate)
exceeds U.S. $100,000, such excess Options, to the extent of the Shares covered
thereby in excess of the foregoing limitation, shall be treated as Non-Qualified
Stock Options. For this purpose, Incentive Stock Options shall be taken into
account in the order in which they were granted, and the fair market value of
the Shares shall be determined as of the grant date of the relevant Option.
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 the Option Holder. An Option Holder or the Personal
Representative of an Option Holder may exercise any vested portion or portions
of an Option in whole or in part at any time or from time to time during the
Exercise Period up to 4:30 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
"Softcare EC.com, Inc." 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 will 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 will 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. 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
co-operate with, the Company in complying with such laws, regulations, rules and
policies.
4.4 TAXES
No Shares shall be delivered under the Plan to any Option Holder or other person
until such Option Holder or other person has made arrangements acceptable to the
Administrator for the satisfaction of any foreign, national, provincial, or
local income and employment tax withholding obligations, including, without
limitation, obligations incident to the receipt of Shares or the "disqualifying
disposition" of Shares received on exercise of an "Incentive Stock Option" as
that term is defined for purposes of the United States of America Internal
Revenue Code of 1986. Upon exercise of an Option the Company shall withhold or
collect from the Option Holder an amount sufficient to satisfy such tax
obligations.
12
<PAGE>
ARTICLE 5
ADMINISTRATION
5.1 ADMINISTRATION
The Plan will 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
regulations will form part of the Plan. The Board may delegate to the
Administrator or any director or other senior 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 will be final and conclusive and will 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 will 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 will be entitled to
indemnification with respect to any such action or determination in the manner
provided for by the Company.
5.3 SPECIAL RULES APPLICABLE TO ADMINISTRATION
To the extent the Company is subject to Section 162(m) of the United States of
America Internal Revenue Code ("Section 162(m)"), grants of Options to persons
who are or, in the discretion of the Board, may become the chief executive
officer of the Company or one of the four (4) other highest compensated officers
of the Company for whom total compensation is required to be reported to
stockholders under the United States Securities Exchange Act of 1934, as
amended, as determined for purposes of Section 162(m) (collectively, "Covered
Employees") shall be made by a committee of the Board consisting of two or more
"outside directors" as that term is defined in the regulations promulgated under
Section 162(m). Notwithstanding the foregoing, the Board retains the full powers
set forth in paragraph 5.1 to the extent the Board determines that it is not in
the best interests of the Company to comply with the "performance-based
compensation" requirements of Section 162(m).
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 will 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. To the extent
necessary to comply with Securities Laws, the rules of Regulatory Authorities or
laws or rules applicable to "Incentive Stock Options" as that term is defined
for purposes of the United State of America Internal Revenue Code, the Company
shall obtain shareholder approval of any Plan amendment in such a manner and to
such a degree as required.
13
<PAGE>
6.2 RETROSPECTIVE AMENDMENT
The Board may from time to time retrospectively amend the Plan and, with the
consent of the affected Option Holders, retrospectively amend the terms and
conditions of any Options that have been previously granted.
6.3 REGULATORY AUTHORITY APPROVAL
This Plan and any amendments hereto are subject to all necessary approvals of
the applicable Regulatory Authorities.
6.4 DISINTERESTED SHAREHOLDER APPROVAL
Disinterested shareholder approval must be obtained for any reduction in the
Exercise Price if the Option Holder is an Insider of the Company at the time of
the proposed reduction.
6.5 TERMINATION
The Board may terminate the Plan at any time provided that such termination will
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 will continue to be governed by the provisions of the Plan.
If not sooner terminated, the Plan shall automatically terminate ten years after
the earlier of (1) the date the Plan is adopted by the Board or (2) the date the
Plan is approved by shareholders of the Company.
6.6 INFORMATION
The Company shall provide to each Option Holder on an annual basis a copy of the
annual financial report prepared by the Company's independent certified public
accountants, or such other periodic financial report which conforms with Section
260.140.46 of Title 10 of the California Code of Regulations. The Company shall
also provide to Option Holders who do not otherwise receive such materials,
copies of all reports, proxy statements and other communications distributed to
its security holders generally, and shall provide such materials no later than
the time they are first sent or delivered to security holders.
6.7 AGREEMENT
The Company and every Option awarded hereunder will 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.
14
<PAGE>
SCHEDULE "A"
------------
WITHOUT PRIOR WRITTEN APPROVAL OF THE CANADIAN VENTURE EXCHANGE AND COMPLIANCE
WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS
CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR
THROUGH THE FACILITIES OF THE CANADIAN VENTURE EXCHANGE OR OTHERWISE IN CANADA
OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL ___________________.
SOFTCARE EC.COM, INC.
---------------------
STOCK OPTION PLAN
-----------------
OPTION CERTIFICATE
------------------
This Certificate is issued pursuant to the provisions of the Softcare EC.com,
Inc. (the "Company") 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 the Company at a purchase price of Cdn.
$_____________ per Share. Subject to the provisions of the Plan:
(a) the Award Date of the Option is __________________________; and
(b) the Expiry Date of the Option is __________________________.
The Option may be exercised at any time and from time to time from and including
the Award Date up to 4:30 p.m. local time in Vancouver, British Columbia on the
Expiry Date by delivering to the Administrator of the Plan an Exercise Notice,
in the form attached as Schedule "B" to the Plan, together with this Certificate
and a certified cheque or bank draft payable to "Softcare EC.com, Inc." in an
amount equal to the aggregate of the Exercise Price of the Shares in respect of
which the Option is being exercised plus any amounts required to be withheld by
the Company for foreign, national, provincial or local income and employment tax
withholding obligations, as determined by the Administrator.
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 the Company 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 the Company will
prevail.
The 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
____________________, __________.
THE OPTION HOLDER ACKNOWLEDGES AND AGREES THAT NOTHING IN OPTION CERTIFICATE OR
THE COMPANY'S STOCK OPTION PLAN SHALL CONFER UPON THE OPTION HOLDER ANY RIGHT
WITH RESPECT TO CONTINUATION OF ITS EMPLOYMENT OR CONSULTING OR DIRECTORSHIP
ARRANGEMENT, NOR SHALL IT INTERFERE IN ANY WAY WITH THE OPTION HOLDER'S RIGHT OR
THE COMPANY'S RIGHT TO TERMINATE OPTION HOLDER'S SERVICE, WITH OR WITHOUT CAUSE.
Softcare EC.com, Inc Acknowledged by Option Holder
Per: By:
---------------------------------- --------------------------------
Administrator, Stock Option Plan Print Name:
------------------------
15
<PAGE>
OPTION CERTIFICATE - SCHEDULE
-----------------------------
The additional terms and conditions attached to the Option represented by this
Option Certificate are as follows:
1. [For U.S. taxpayers only] This Option is an
____ Incentive Stock Option
____ Non-Qualified Stock Option
2. [State Vesting Schedule]
3. [For Investor Relations Consultants or non-natural person consultants
in the United States: The Option Holder understands that neither the
grant of this Option nor the sale of the Shares upon exercise of this
Option have been registered under the United States Securities Act of
1933, as amended (the "Act"), in reliance upon one or more exemptions
from such registration requirements. No Shares will be issued on
exercise unless the Company is satisfied that the conditions for such
exemption(s) are satisfied. The Option Holder understands that the
Shares purchased on exercise will be "restricted securities" and may
not be resold unless such resale is subsequently registered under the
Act, or is otherwise exempt from the Act. The Company has made no
commitment to register the resale of such Shares. All Shares issued
upon exercise shall bear the following restrictive legend or one
substantially equivalent thereto, together with any other legends which
may be required by Applicable Laws:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS
AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL
SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR
TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.]
4.
5.
6.
7.
Softcare EC.com, Inc Acknowledged by Option Holder
Per: By:
---------------------------------- --------------------------------
Administrator, Stock Option Plan Print Name:
------------------------
16
<PAGE>
SCHEDULE "B"
------------
SOFTCARE EC.COM, INC.
---------------------
STOCK OPTION PLAN
-----------------
NOTICE OF EXERCISE OF OPTION
----------------------------
TO: The Administrator, Stock Option Plan
SOFTCARE EC.COM, INC.
Suite 107 - 980 West 1st Street
North Vancouver, British Columbia
V7P 3N4
The undersigned hereby irrevocably gives notice, pursuant to the Softcare
EC.com, Inc. (the "Company") 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 "Softcare EC.com, Inc." in an amount equal to the aggregate Exercise
Price of the aforesaid Shares and directs the Company 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
17
