EXHIBIT A
STAKE TECHNOLOGY LTD.
1999 STOCK OPTION PLAN
The purpose of the Stake Technology Ltd. 1999 Stock Option Plan (the "Plan") is
to have options available to grant to the employees, directors and consultants
of Sunrich Inc. and any other business interest that Stake Technology Ltd. may
acquire in the near term. Such a Plan is vital to ensure the long-term retention
of employees of Sunrich as well as employees, directors and consultants in any
other business interest that Stake may acquire in the future. Stock option plans
develop the interest and incentive of employees of the companies that Stake
Technology Ltd. (Stake) or its subsidiaries may acquire by providing them with
an opportunity to purchase common shares of the Company, thereby advancing the
interests of the Company and its shareholders. This Plan is exclusively for
employees, directors and consultants of Sunrich Inc. and employees in such
future business interests that Stake may acquire. No grants may be made from
this plan to current employees, directors or consultants who work for Stake
Technology Ltd.
Subject to shareholder approval, the 1999 Stock Option Plan was approved by the
Board of Directors (Board) of the Company, on February 18, 1999 at which time up
to 800,000 Common Shares of the Company were reserved for the Plan.
The Plan
1. Purpose of the Plan
An option granted under the Plan provides an employee, director or
consultant of Sunrich or a future company or business interest that Stake
acquires with the opportunity to purchase common shares of the Company.
2. Definitions
In this Plan:
"Date of Exercise" means the date upon which an Eligible Employee returns
a completed Option purchase form to the Company together with payment in
full for the number of Optioned Shares such employee, director or
consultant is purchasing pursuant to such form;
"Eligible Person" means an employee, director or consultant of Sunrich
Inc. or any other company or business interest that Stake, its
subsidiaries or affiliates have acquired at the time of the grant of an
option;
"Option" means the right granted under this Plan to an eligible employee
to purchase a specified number of common shares of the Company pursuant to
the provisions of the Plan;
"Option Committee" means the committee chosen by the Board of the Company
to administer the Plan;
"Optionee" means a eligible employee of the Company who has been granted
an Option pursuant to the Plan;
"Option Period" means, unless otherwise provided by the Board of Directors
of the Company, that period during which an Optionee granted an Option may
purchase Optioned Shares commencing on the date approved by Shareholders
and ending February 17, 2009.
"Option Price" means the price per share at which an Optionee may purchase
Optioned Shares; and,
"Optioned Shares" means those Common Shares in respect of which an Option
is granted to an Optionee under this Plan.
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3. Eligibility
This Plan is for exclusively for the employees, directors and consultants
of Sunrich Inc. and any other company employees, directors and consultants
of business interests that Stake or its subsidiaries or affiliates may
acquire in the near future. The eligibility to participate in the Plan is
at the discretion of the Board of the Company.
4. The Number of Shares an Optionee is Entitled to Under the Plan
The Option Committee shall determine the number of Optioned Shares in
respect of which an Option is granted at the time of the grant of the
Option.
5. Purchase Price for Optioned Shares
The purchase price of Optioned Shares comprised in an Option granted under
the Plan shall be equal to 100% of the fair market of the common shares of
the Company based on the closing price on the previous trading day of the
grant date as determined by the Board of the Company at the time of the
grant of the Option in accordance with the policies of any applicable
regulatory authority.
6. Exercise of Option
Each Option granted under the Plan shall vest at such time or times as may
be determined by the Board or the Option Committee and no rights under the
Plan or any Option shall accrue to any Optionee in any Optioned Shares
forming the subject matter of an Option prior to the vesting date of such
Shares.
The Option Committee will decide the vesting date of the Options granted
to the Optionee under the Plan at the time of grant pursuant to Article 12
hereof.
The right of exercise shall be cumulative and any Optionee, if still an
Employee of an eligible company, may exercise the Option in respect of any
Optioned Shares which have vested at any time during the Option Period
subject to the provisions of Articles 10 and 11 hereof.
In order to purchase Optioned Shares under the Plan, an Optionee shall
complete and execute an Option Exercise Form in the form of Schedule 1
attached hereto and deliver it to the Company together with a certified
cheque for the full purchase price of the Optioned Shares being acquired.
Subject to the prior vesting of Optioned Shares and of restriction on
purchase dates or as otherwise determined by the Option Committee, an
Optionee can exercise all or any part of the Option at any time.
7. Optionee Commitment
An Optionee has no obligation to purchase any or all of the Optioned
Shares at any time but, to the extent an Optionee exercises the Option,
the full purchase price of the Optioned Shares purchased pursuant to such
exercise must be paid in full as set out under "Exercise of Option" above.
8. Share Certificates
The Company will deliver a share certificate representing the Optioned
Shares purchased pursuant to exercise of an Option as soon as reasonably
possible after the exercise thereof.
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9. Transfer and Assignment
No Option or any of the rights thereunder is assignable or transferable by
an Optionee at any time during the Optionee's lifetime. Upon the exercise
of an Option, the Optionee may sell or otherwise dispose of such shares in
any manner that the Optionee wishes in any jurisdiction in which the same
are qualified for sale and subject to any regulatory authority having
jurisdiction over such sale.
10. Termination for any Reason other than Death
If an Optionee is terminated, resigns, or otherwise severs his or her
relationship with the Company at any time before the end of the Option
Period for any reason other than the death of such Optionee, such Optionee
may, at any time during the 30 day period immediately next following the
date of termination of employment, excluding the date of termination,
purchase all or any part of the Optioned Shares which have vested in him
or her and which he or she is entitled to purchase under the Option in the
manner provided in the Plan. At 5:00 o'clock in the afternoon, local time,
on such 30th day, if such day be a business day, such Option shall fully
cease and determine and all rights of such Optionee thereunder shall
cease, or, if such day shall not be a business day at 5:00 o'clock in the
afternoon, local time, on the business day next following.
If through the operation of Article 6 hereof, none of the Optioned Shares
shall have vested in such Optionee, the provisions of Article 6 hereof
shall prevail and such Optionee shall not be entitled to purchase any
Optioned Shares notwithstanding the provisions of this Article.
Transfer by the Optionee to a subsidiary of the Company or any other
Company affiliated with it or from such subsidiary or affiliate to the
Company shall be deemed not to be a termination of employment under this
Article and all rights of the Optionee under such Option shall continue in
full force and effect after such transfer.
11. Termination by Reason of Death
If any Optionee shall die at any time prior to the end of the Option
Period and before such Optionee has purchased all of the Optioned Shares
optioned to him or her, the exercise date with respect to any unexercised
portion of an Option provided in Article 6 hereof will be accelerated and
such Optionee's personal representatives may purchase all or any portion
of the Optioned Shares of such deceased Optionee as provided in this Plan
at any time during the shorter of the period of the Option Period or 180
days immediately next following the death of the Optionee excluding the
date of death if such day be a business day or, if such day shall not be a
business day, on the business day next following.
12. Administration of the Plan
An Option Committee shall administer the Plan. The Option Committee has
been delegated the authority by the Board of the Company to designate
those employees, consultants and directors of Sunrich or future business
interest that Stake may acquire in the near term who are to be granted
Options in the Plan, the number of Optioned Shares to be granted to each
such Optionee and otherwise to administer and interpret the Plan and the
Options granted thereunder. The Board may amend, modify or terminate the
Plan or any Option granted thereunder in respect of any Optioned Shares
which shall not have become vested in an Optionee pursuant to the
provisions of the Plan at any time without notice, but no such amendment,
modification or termination shall divest any rights under any Option which
shall have become vested in any Optionee.
Any determination of the Option Committee shall be final and conclusive,
unless the Board of the Company overrules any such determination, in which
case the decision of the Board shall be final, conclusive and binding. The
members of the Option Committee at the date hereof are as follows:
Jeremy N. Kendall
Cyril Ing
Tim Bergqvist
The Option Committee may delegate the day to day administration of the
Plan to an officer of the Company.
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13. Changes Affecting Optioned Shares
In the case of any reorganization or recapitalization of the Company (by
reclassification of its outstanding capital stock), or its consolidation
or merger with or into another corporation, or the sale, conveyance, lease
or other transfer by the Company of all or substantially all of its
property, pursuant to any of which events the then outstanding shares of
the Company's capital are consolidated or subdivided, or are changed into
or become exchangeable for other shares or stock, the Optionee, upon
exercise of his or her Option, shall be entitled to receive in lieu of the
Optioned Shares which he or she would otherwise have been entitled to
receive upon such exercise and without any payment in addition to the
Option Price therefor, the shares of stock which the Optionee would have
received upon such reorganization, recapitalization, consolidation,
subdivision, merger, sale or other transfer, if immediately prior thereto
he or she had owned the Optioned Shares to which such exercise of the
Option relates and had exchanged such Optioned Shares in accordance with
the terms of such reorganization, recapitalization, consolidation,
subdivision, merger, sale or other transfer.
Notwithstanding the foregoing provisions of this Article 13, no adjustment
provided for herein shall require the Company to deliver a fractional
share under the Option.
14. Employment
The granting of an Option to any person under the Plan shall not confer
any rights upon such Optionee other than those provided in the Plan and,
without limiting the generality of the foregoing, shall not confer or be
deemed to confer upon any such Optionee any right to continue as an
employee, director or consultant of the Company, or any subsidiary or
affiliate thereof.
15. No Shareholder Right
The granting of an Option pursuant to the Plan shall not confer any rights
upon any Optionee as a shareholder of the Company, nor the right to
receive notice of, attend nor vote at any meeting of shareholders of the
Company until the exercise of an Option and such rights shall extend only
to those number of Optioned Shares in respect of which the Option was
exercised.
16. Governing Law
The Plan is established under the laws of the Province of Ontario and the
rights of all parties and the construction and effect of each provision of
the Plan shall be governed by the laws of the Province of Ontario; except
in respect to any sale of any of the Common Shares in respect of which an
Option has been exercised which shall be governed by the laws of the
jurisdiction in which an Optionee proposes to sell such shares.
17. Termination of the Plan
The Plan will terminate on February 17, 2009 unless otherwise determined
by the Option Committee unless all of the Options granted under the Plan
are exercised, in which case the Plan will terminate on the date all of
the Options granted under the Plan have been exercised.
IN WITNESS WHEREOF, subject to shareholder approval, the Company has executed
this Plan as of February 18, 1999.
STAKE TECHNOLOGY LTD.
J. N. Kendall, Chairman and Leslie N. Markow, Vice President Finance, Chief
Chief Executive Officer Financial Officer and Assistant Corporate
Secretary
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SCHEDULE 1
To the STAKE TECHNOLOGY LTD.
1999 Stock Option Plan
To: Stake Technology Ltd.
And to: American Stock Transfer and Trust Company
OPTION EXERCISE FORM
The undersigned hereby subscribes for _____________ Common Shares of Stake
Technology Ltd. (the "Company") which the undersigned is entitled to pursuant to
the provisions of the Stake Technology Ltd. 1999 Stock Option Plan.
I attach my cheque payable to the Company in the sum of $______________________,
representing the purchase price of the said Shares.
Dated at _________________________, this __________ day of ____________________,
19___.
Name: _________________________ SIN: ___________________________________
Address: _________________________ or
_________________________ S.S.:___________________________________
_________________________
Signature:______________________________
Please call Leslie Markow - VP Finance at (905) 455-1990 x 110 if you wish to
exercise any of your options.
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EXHIBIT 25
POWERS OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or Officer of
STAKE TECHNOLOGY LTD., a Canada corporation, (the "Corporation"), hereby
appoints Leslie N. Markow and Robert T. Lincoln and each of them, his attorneys
and agents to execute on his behalf and in his name and in capacity set forth
below, an Annual Report of the Corporation for the fiscal year ended December
31, 1999 on Form 10-KSB and any amendment thereto, for filing with the United
States Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), and to do or cause to be done such other acts and to
execute such other documents which said attorneys and agents may deem necessary
or advisable to enable the Corporation to comply with the Act and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof.
Dated as of March 13, 2000
/s/ Leslie N. Markow
------------------------------------------
Leslie N. Markow - Chief Financial Officer
(Principal Accounting Officer)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or Officer of
STAKE TECHNOLOGY LTD., a Canada corporation, (the "Corporation"), hereby
appoints Leslie N. Markow and Robert T. Lincoln and each of them, his attorneys
and agents to execute on his behalf and in his name and in capacity set forth
below, an Annual Report of the Corporation for the fiscal year ended December
31, 1999 on Form 10-KSB and any amendment thereto, for filing with the United
States Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), and to do or cause to be done such other acts and to
execute such other documents which said attorneys and agents may deem necessary
or advisable to enable the Corporation to comply with the Act and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof.
Dated as of March 13, 2000
/s/ Cyril A. Ing
------------------------------------------
Cyril A. Ing - Director and
Corporate Secretary
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or Officer of
STAKE TECHNOLOGY LTD., a Canada corporation, (the "Corporation"), hereby
appoints Leslie N. Markow and Robert T. Lincoln and each of them, his attorneys
and agents to execute on his behalf and in his name and in capacity set forth
below, an Annual Report of the Corporation for the fiscal year ended December
31, 1999 on Form 10-KSB and any amendment thereto, for filing with the United
States Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), and to do or cause to be done such other acts and to
execute such other documents which said attorneys and agents may deem necessary
or advisable to enable the Corporation to comply with the Act and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof.
Dated as of March 13, 2000
/s/ John D. Taylor
------------------------------------------
John D. Taylor - Director and
Chief Operating Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or Officer of
STAKE TECHNOLOGY LTD., a Canada corporation, (the "Corporation"), hereby
appoints Leslie N. Markow and Robert T. Lincoln and each of them, his attorneys
and agents to execute on his behalf and in his name and in capacity set forth
below, an Annual Report of the Corporation for the fiscal year ended December
31, 1999 on Form 10-KSB and any amendment thereto, for filing with the United
States Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), and to do or cause to be done such other acts and to
execute such other documents which said attorneys and agents may deem necessary
or advisable to enable the Corporation to comply with the Act and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof.
Dated as of March 13, 2000
/s/ Allan Routh
---------------
Allan Routh - Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or Officer of
STAKE TECHNOLOGY LTD., a Canada corporation, (the "Corporation"), hereby
appoints Leslie N. Markow and Robert T. Lincoln and each of them, his attorneys
and agents to execute on his behalf and in his name and in capacity set forth
below, an Annual Report of the Corporation for the fiscal year ended December
31, 1999 on Form 10-KSB and any amendment thereto, for filing with the United
States Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), and to do or cause to be done such other acts and to
execute such other documents which said attorneys and agents may deem necessary
or advisable to enable the Corporation to comply with the Act and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof.
Dated as of March 13, 2000
/s/ Joe Riz
-----------
Joe Riz - Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or Officer of
STAKE TECHNOLOGY LTD., a Canada corporation, (the "Corporation"), hereby
appoints Leslie N. Markow and Robert T. Lincoln and each of them, his attorneys
and agents to execute on his behalf and in his name and in capacity set forth
below, an Annual Report of the Corporation for the fiscal year ended December
31, 1999 on Form 10-KSB and any amendment thereto, for filing with the United
States Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), and to do or cause to be done such other acts and to
execute such other documents which said attorneys and agents may deem necessary
or advisable to enable the Corporation to comply with the Act and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof.
Dated as of March 13, 2000
/s/ Tim Bergqvist
-----------------
Tim Bergqvist - Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or Officer of
STAKE TECHNOLOGY LTD., a Canada corporation, (the "Corporation"), hereby
appoints Leslie N. Markow and Robert T. Lincoln and each of them, his attorneys
and agents to execute on his behalf and in his name and in capacity set forth
below, an Annual Report of the Corporation for the fiscal year ended December
31, 1999 on Form 10-KSB and any amendment thereto, for filing with the United
States Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), and to do or cause to be done such other acts and to
execute such other documents which said attorneys and agents may deem necessary
or advisable to enable the Corporation to comply with the Act and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof.
Dated as of March 13, 2000
/s/ Michael Boyd
----------------
Michael Boyd - Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or Officer of
STAKE TECHNOLOGY LTD., a Canada corporation, (the "Corporation"), hereby
appoints Leslie N. Markow and Robert T. Lincoln and each of them, his attorneys
and agents to execute on his behalf and in his name and in capacity set forth
below, an Annual Report of the Corporation for the fiscal year ended December
31, 1999 on Form 10-KSB and any amendment thereto, for filing with the United
States Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), and to do or cause to be done such other acts and to
execute such other documents which said attorneys and agents may deem necessary
or advisable to enable the Corporation to comply with the Act and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof.
Dated as of March 13, 2000
/s/ Jim Rifenbergh
------------------
Jim Rifenbergh - Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or Officer of
STAKE TECHNOLOGY LTD., a Canada corporation, (the "Corporation"), hereby
appoints Leslie N. Markow and Robert T. Lincoln and each of them, his attorneys
and agents to execute on his behalf and in his name and in capacity set forth
below, an Annual Report of the Corporation for the fiscal year ended December
31, 1999 on Form 10-KSB and any amendment thereto, for filing with the United
States Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), and to do or cause to be done such other acts and to
execute such other documents which said attorneys and agents may deem necessary
or advisable to enable the Corporation to comply with the Act and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof.
Dated as of March 13, 2000
/s/ Jeremy N. Kendall
---------------------
Jeremy N. Kendall - Chairman of the Board
and Chief Executive Officer
