EXHIBIT 4.1
ISI VENTURES INC.
STOCK OPTION PLAN
1. PURPOSE
The purpose of the Stock Option Plan (the "Plan") of ISI
Ventures Inc., a body corporate incorporated under the Business Corporations Act
(Alberta) (the "Corporation"), is to advance the interests of the Corporation or
any of its subsidiaries or affiliates by encouraging the directors, officers,
employees and consultants of the Corporation or any of its subsidiaries or
affiliates to acquire shares in the Corporation, thereby increasing their
proprietary interest in the Corporation, encouraging them to remain associated
with the Corporation or any of its subsidiaries or affiliates and furnishing
them with additional incentive in their efforts on behalf of the Corporation or
any of its subsidiaries or affiliates in the conduct of their affairs.
2. ADMINISTRATION AND GRANTING OF OPTIONS
The Plan shall be administered by the Board of Directors of
the Corporation, or if appointed, by a special committee of directors appointed
from time to time by the Board of Directors of the Corporation (such committee,
or if no such committee is appointed, the Board of Directors of the Corporation
is hereinafter referred to as the "Committee") pursuant to rules of procedure
fixed by the Board of Directors.
The Committee may from time to time designate directors,
officers, employees and consultants of the Corporation or any of its
subsidiaries or affiliates (the "Participants") to whom options to purchase
common shares of the Corporation may be granted and the number of common shares
to be optioned to each, provided that the total number of common shares to be
optioned shall not exceed the number provided in clauses 3 and 4 hereof.
3. SHARES SUBJECT TO PLAN
Subject to adjustment as provided in Section 15 hereof, the
shares to be offered under the Plan shall consist of shares of the Corporation's
authorized but unissued common shares. The aggregate number of shares to be
delivered upon the exercise of all options granted under the Plan (the
"Options") shall not exceed the maximum number of shares permitted under the
rules of any stock exchange on which the common shares are then listed or other
regulatory body having jurisdiction. If any Option granted hereunder shall
expire or terminate for any reason without having been exercised in full, the
unpurchased shares subject thereto shall again be available for the purpose of
this Plan.
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4. NUMBER OF OPTIONED SHARES
The number of shares subject to an Option to a Participant
shall be determined by the Committee, but no Participant, upon the Corporation
becoming listed on any stock exchange, shall be granted an Option which exceeds
the maximum number of shares permitted by any stock exchange on which the common
shares are then listed or other regulatory body having jurisdiction.
5. VESTING
The Committee may, in its sole discretion, determine the time
during which Options shall vest and the method of vesting, or that no vesting
restriction shall exist.
6. MAINTENANCE OF SUFFICIENT CAPITAL
The Corporation shall at all times during the term of the Plan
reserve and keep available such numbers of shares as will be sufficient to
satisfy the requirements of the Plan.
7. PARTICIPATION
The Committee shall determine to whom Options shall be
granted, the terms and provisions of the respective Option agreements, the time
or times at which such Options shall be granted, and the number of shares to be
subject to each Option. An individual who has been granted an Option may, if he
is otherwise eligible, and if permitted by any stock exchange on which the
common shares are then listed or other regulatory body having jurisdiction, be
granted an additional Option or Options if the Committee shall so determine.
8. EXERCISE PRICE
The exercise price of the shares covered by each Option shall
be determined by the Committee. The exercise price shall be not less than the
price permitted by any stock exchange on which the common shares are then listed
or other regulatory body having jurisdiction.
9. DURATION OF OPTION
Each Option and all rights thereunder shall be expressed to
expire on the date set out in the Option agreements and shall be subject to
earlier termination as provided in paragraphs 11 and 12.
10. OPTION PERIOD, CONSIDERATION AND PAYMENT
(a) The Option period shall be a period of time fixed by the Committee,
not to exceed the maximum period permitted by any stock exchange on which the
common shares are then listed
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or other regulatory body having jurisdiction, provided that the Option period
shall be reduced with respect to any Option as provided in Sections 11 and 12
covering cessation as a director, officer, employee or consultant of the
Corporation or any of its subsidiaries or affiliates or death of the
Participant.
(b) Except as set forth in Sections 10(c), 11 and 12, no Option may be
exercised unless the Participant is at the time of such exercise a director,
officer, employee or consultant of the Corporation or any of its subsidiaries or
affiliates.
(c) Notwithstanding any other provision to the contrary, an Option
granted to a consultant in connection with specific services provided or to be
provided by that consultant shall be exercised only after the date of completion
of such service and prior to 30 days following the date of completion of such
service.
(d) The exercise of any Option will be contingent upon receipt by the
Corporation at its head office of a written notice of exercise, specifying the
number of shares with respect to which the Option is being exercised,
accompanied by cash payment, certified cheque or bank draft for the full
purchase price of such shares with respect to which the Option is exercised. No
Participant or his legal representatives, legatees or distributees will be, or
will be deemed to be, a holder of any shares subject to an Option under this
Plan, unless and until the certificates for such shares are issued to such
persons under the terms of the Plan.
11. CEASING TO BE A DIRECTOR, OFFICER, EMPLOYEE OR CONSULTANT
If a Participant shall cease to be a director, officer,
employee or consultant of the Corporation or any of its subsidiaries or
affiliates for any reason other than death of the Participant, the Option
granted to the Participant may be exercised by the Participant, only within 90
days next succeeding the Participant's ceasing to be a director, officer,
employee or consultant, to the extent that the Participant was entitled to
exercise it at the date of such cessation.
Nothing contained in the Plan nor in any Option granted
pursuant to the Plan shall confer upon any Participant any right with respect to
continuance as a director, officer, employee or consultant of the Corporation or
any of its subsidiaries or affiliates.
12. DEATH OF PARTICIPANT
In the event of death of a Participant, the Option previously
granted to him shall be exercisable only within the twelve months next
succeeding such death and then only:
(a) by the person or persons to whom the Participant's rights under
the Option shall pass by the Participant's will or the laws of
descent and distribution; and
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(b) if and to the extent that the Participant was entitled to
exercise the Option at the date of the Participant's death.
13. RIGHTS OF OPTIONEE
No person entitled to exercise and Option shall have any of
the rights or privileges of a shareholder of the Corporation in respect of any
shares issuable upon exercise of such Option until certificates representing
such shares shall have been issued and delivered.
14. PROCEEDS FROM THE SALE OF SHARES
The proceeds from the sale of shares issued upon the exercise
of Options shall be added to the general funds of the Corporation and shall
thereafter be used from time to time for such corporate purposes as the
Committee may determine and direct.
15. ADJUSTMENTS
Appropriate adjustments in the number of common shares
optioned and in the option price per share, as regards Options granted or to be
granted, may be made by the Committee in its discretion to give effect to
adjustments in the number of common shares of the Corporation resulting
subsequent to the approval of the Plan by the committee from subdivisions,
consolidations or reclassification of the common shares of the Corporation, the
payment of stock dividends by the Corporation or other relevant changes in the
capital of the Corporation.
16. TRANSFERABILITY
All benefits, rights and Options accruing to any Participant
in accordance with the terms and conditions of the Plan shall not be
transferrable or assignable unless specifically provided herein. During the
lifetime of a Participant any benefits, rights and Options may only be exercised
by the Participant.
17. AMENDMENT AND TERMINATION OF PLAN
The Committee may, at any time, suspend or terminate the Plan.
The board may also at any time amend or revise the terms of the Plan, PROVIDED
that no such amendment or revision shall alter the terms of any Options
theretofore granted under the Plan.
18. NECESSARY APPROVALS
The ability of the Options to be exercised and the obligation
of the Corporation to issue and deliver shares in accordance with the Plan is
subject to any approvals which may be required from the shareholders of the
Corporation, any regulatory authority or stock exchange having jurisdiction over
the securities of the Corporation. If any shares cannot be issued to any
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Participant for whatever reason, the obligation of the Corporation to issue such
shares shall terminate and any Option exercise price paid to the Corporation
will be returned to the Participant.
19. PRIOR PLANS
The Plan shall entirely replace and supersede prior share
option plans, if any, enacted by the Board of Directors of the Corporation or
its predecessor corporations.
20. EFFECTIVE DATE OF PLAN
The Plan has been adopted by the Committee subject to the
approval of any stock exchange on which the shares of the Corporation are to be
listed or other regulatory body having jurisdiction and, if so approved, the
Plan shall become effective upon such approvals being obtained.
IN WITNESS WHEREOF the Corporation has caused its corporate
seal to be affixed hereto in the presence of its officers duly authorized in
that behalf as of the 30 day of August, 1996.
ISI VENTURES INC.
Per: /s/ Terry M. Holland
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Per: /s/ James R. Yeates
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