<PAGE> 1
Exhibit 10.5
REVISED
MACDONALD, DETTWILER AND ASSOCIATES LTD.
1999 STOCK OPTION AND INCENTIVE PLAN
1. Purpose of the Plan
The purpose of this 1999 Stock Option and Incentive Plan is to advance the
interests of MacDonald, Dettwiler and Associates Ltd. ("MDA OR "COMPANY") and
its shareholders by enabling MDA and other Participating Companies (as defined
below) to attract and retain highly talented employees, officers and directors
and, subject to applicable laws, consultants, who are in a position to make
significant contributions to the success of MDA, to reward them for their
contributions to the success of MDA, and to encourage them, through share
ownership, to increase their proprietary interest in MDA and their personal
interest in its continued success and progress.
This 1999 Stock Option and Incentive Plan provides for the award of MDA stock
options to acquire MDA common shares.
2. DEFINITIONS
For the purposes of this Plan and related documents, the following definitions
apply:
"ACT" means the Canada Business Corporations Act, as amended.
"AFFILIATE" has the meaning specified in the Act.
"AWARD AGREEMENT" means the stock option agreement or other written
agreement between MDA and a Grantee that evidences and sets out the
terms and conditions of a Grant.
"BOARD" means the Board of Directors of the Company.
"CAI ENTITIES" means CAI Capital Partners and Company II, L.P., CAI
Partners and Company II, L.P., and CAI Capital Partners and Company
II-C, L.P.
"COMMITTEE" means a committee of the Board designated from time to
time by resolution of the Board, which committee shall consist of no
fewer than two members of the Board, none of whom shall be an officer
or other salaried employee of any Participating Company.
"COMPANY" or "MDA" means MacDonald, Dettwiler and Associates Ltd., a
corporation governed by the laws of Canada or any successor thereof.
"EFFECTIVE DATE" means December 22, 1999.
<PAGE> 2
- 2 -
"EMPLOYEE" with respect to a Participating Company means an individual
who is considered an employee of the Participating Company as defined
under the Income Tax Act, (Canada) as amended, or who is an individual
who is a full-time or a part-time dependent contractor of the
Participating Company providing services normally provided by an
employee of the Participating Company and is subject to the same
control and direction by the Participating Company over the detail and
methods of work as an employee of the Participating Company.
"FAIR MARKET VALUE OF A SHARE" means the closing sale price of the
Shares on the national securities or stock exchange on which the
Shares are then principally traded or, if that measure of price is not
available, in a national market system for securities on the day
before the date of the Grant or the day before the date on which any
action is to be taken as herein provided. In the event that there are
no sales of Shares on any such exchange or market on date of the Grant
(or such other date as is specified herein), the fair market value of
Shares on the day before the date of the Grant or the day before the
date on which any action is to be taken as herein provided shall be
deemed to be the closing sale price on the next preceding day on which
Shares were sold on any such exchange or market. In the event that the
Shares are not listed on any such market or exchange on the applicable
date, a valuation of the fair market value of a Share on such date
shall be made by the Board in its sole discretion.
"GRANT" means an award of an Option under the Plan.
"GRANTEE" means a person who receives or holds an Option under the
Plan.
"OPTION" means an option to acquire Shares granted under the Plan.
"OPTION TERMINATION DATE" is defined in Section 9(b) below.
"PARTICIPATING COMPANY" means the Company and any Affiliate of the
Company prior to such event and, following a public offering, means
the Company and any Subsidiary of the Company and for the purposes of
Sections 8 and 9(c) Orbital Sciences Corporation ("Orbital") for so
long as Orbital owns 25% of the outstanding common shares of MDA and
for the purposes of Section 9(c) Orbital Imaging Corporation for so
long as it is a subsidiary of Orbital, subject to regulatory approval
to the extent necessary.
"PERSON" shall mean an individual, corporation, partnership,
association or other person or entity, or any group of two or more of
the foregoing that have agreed to act together.
"PLAN" means this 1999 Stock Option and Incentive Plan.
"SECURITIES LAWS" means all applicable laws, rules, regulations,
rules, orders, and published policies relating in full or in part to
trading in securities, to the extent legally enforceable.
"SHAREHOLDERS AGREEMENT" means the unanimous shareholders' agreement
dated December 22, 1999 among the CAI Entities, 597858 B.C. Ltd., as
agent, Orbital Sciences
<PAGE> 3
- 3 -
Corporation and those persons who become parties thereto and bound
thereto from time to time.
"SHARES" means common shares in the capital of the Company.
"SUBSIDIARY" has the meaning specified in the Act.
"TERMINATING TRANSACTION" means any of the following events: (a) the
dissolution or liquidation of the Company; (b) a reorganization,
merger, amalgamation or consolidation of the Company with one or more
other Persons as a result of which the Company goes out of existence
or becomes a Subsidiary of a corporation other than a Participating
Company immediately prior to such event or there has otherwise been an
acquisition of control of the Company (within the meaning of the
Income Tax Act (Canada)) by a Person other than a Participating
Company immediately prior to such event and other than pursuant to the
exercise of rights under the Treasury Option Agreement or the
Secondary Option Agreement (each as defined in the Shareholders'
Agreement) or (c) a sale of all or substantially all of the Company's
assets to a Person or entity other than a Person that was a
Participating Company immediately prior to such event; or (d) a sale
to one Person (or two or more Persons acting in concert), other than
to a Participating Company immediately prior to such event, of equity
securities of the Company resulting in such Person or Persons holding
Shares representing at least eighty percent (80%) or more of the
aggregate voting power of all outstanding equity securities of the
Company.
"TOTAL DISABILITY" means permanent and total disability as determined
in the sole discretion of the Board.
3. ADMINISTRATION OF PLAN
(a) Administration by Board. The Plan shall be administered by the
Board. The Board shall have authority, not inconsistent with
the express provisions of the Plan, to:
(i) award Grants consisting of Options to such eligible
persons as the Board may select;
(ii) determine the timing of Grants and the number of
Shares subject to each Grant;
(iii) determine the terms and conditions of each Grant,
including the nature and duration of any restriction
or condition (or provision for lapse thereof)
relating to the vesting or forfeiture of a Grant;
(iv) adopt such rules and regulations as the Board may
deem necessary or appropriate to carry out the
purposes of the Plan; and
(v) interpret the provisions of the Plan and of any
Grants made hereunder and decide any questions and
settle all controversies and disputes that may arise
in connection with the Plan.
<PAGE> 4
- 4 -
All decisions, determinations, interpretations or other
actions by the Board with respect to the Plan shall be final,
conclusive and binding on all Persons, including the Company,
Participating Companies and Grantees and their respective
legal representatives, their successors in interest and
permitted assigns and upon all other Persons claiming by,
through, under or against any of them.
(b) Administration and Delegation by Committee. Subject to the Act
but otherwise in its sole discretion, the Board may delegate
some of its powers with respect to the Plan to a Committee (in
which case references to the Board in this Plan shall be
deemed to refer to the Committee, where appropriate) except
for the authority to make Grants under the Plan. The delegated
authority shall include the power to:
(i) determine the timing of Grants and the number of
Shares subject to each Grant; and
(ii) determine the terms and conditions of each Grant,
including the nature and duration of any restriction
or condition (or provision for lapse thereof)
relating to the vesting or forfeiture of a Grant.
4. SHARES SUBJECT TO THE PLAN
(a) Availability. Subject to adjustment as provided in Section
4(c) below, the maximum aggregate number of Shares available
for issuance under the Plan will be six (6) million. The
number of Shares that may be so reserved and authorized for
issuance to any one person shall not exceed 5 percent of the
total issued and outstanding Shares of the Company (calculated
on a non-diluted basis).
(b) Reavailability of Options: Shares to be Delivered. If any
Shares covered by a Grant are not purchased or are forfeited,
or if a Grant otherwise terminates without delivery of any
Shares subject thereto, then the number of Shares so
terminated or forfeited shall again be available for making
Grants under the Plan. Shares delivered under the Plan shall
be authorized but unissued shares. No fractional Shares shall
be delivered under the Plan.
(c) Changes in Capital. In the event of a stock dividend, share
split or combination of shares, exchange of securities,
distribution payable in Shares, recapitalization or other
change in MDA's capital stock, the number and kind of
securities subject to Grants then outstanding or subsequently
awarded under the Plan, the exercise price of any outstanding
Option, the maximum number of Shares that may be delivered
under the Plan, and other relevant provisions shall be
appropriately adjusted by the Board, so that the proportionate
interest of the Grantee immediately following such event
shall, to the extent practicable, be the same as immediately
before such event.
5. EFFECTIVE DATE
The Plan shall be effective as of the Effective Date.
<PAGE> 5
- 5 -
6. AWARD AGREEMENT
Each Grant pursuant to the Plan shall be evidenced by an Award Agreement, to be
executed by MDA and by the Grantee, in such form or forms as the Board shall
from time to time approve containing terms and conditions not inconsistent with
the terms and conditions of this Plan.
7. OPTION EXERCISE PRICE
The Option exercise price for a Share to be issued under the Plan shall be not
less than the Fair Market Value of a Share, as determined by the Board in its
sole discretion.
8. DISCRETIONARY OPTION PLAN
Grants may be made under the Plan to any Employee or director or officer of any
Participating Company and, subject to Securities Laws, to individuals while
employed as consultants of any Participating Company, in each case as the Board
shall determine and designate from time to time. The Board may set limits on
the number of Options that may be granted to any Person or class of Persons.
9. VESTING AND TERMINATION OF OPTIONS
(a) Vesting of Discretionary Options. Subject to the other
provisions of this Section 9, Options granted pursuant to
Section 8 shall vest and become exercisable at such time and
in such instalments as the Board shall provide in each
individual Award Agreement. Notwithstanding the foregoing, the
Board may, in its sole discretion, accelerate the time at
which all or any part of an Option may be exercised. The
Company will give notice to The Toronto Stock Exchange of any
acceleration of the vesting of any Options.
(b) Termination of Options. Each Option shall expire and terminate
on such date as the Board shall determine ("OPTION TERMINATION
DATE"), which in no event shall be later than ten (10) years
from the date of the Grant of such Option. Upon termination
of an Option or portion thereof, the Grantee shall have no
further right to purchase Shares pursuant to such Option.
(c) Termination of Employment, Officership or Directorship. In the
event of the termination of all positions of employment,
officership or directorship of a Grantee with the
Participating Companies for any reason other than for "cause"
(pursuant to Section 11 below) or by reason of death or Total
Disability, except as may be provided in any Award Agreement
all Options that are not exercisable shall terminate on the
day after notice of termination of such position(s) is given.
Options that are exercisable on such date shall continue to be
exercisable for (A) three (3) months following the day notice
of termination of such position(s) was given or (B) the Option
Termination Date, whichever occurs first; such longer period
(not to exceed three (3) years following the day notice of
termination of such position(s) was given for any employee,
officer or consultant and not to exceed one (1) year following
the day notice of termination of such position was given for
any director or non-employee) as may be specified in the
Grantee's
<PAGE> 6
- 6 -
Award Agreement. A Grantee who is an Employee, officer or
director of a Participating Company shall be deemed to have
incurred a termination and been given notice of termination
for purposes of this Section 9(c) if such Participating
Company ceases to be a Participating Company, unless such
Grantee is an Employee, officer or director of any other
Participating Company.
(d) Rights in the Event of Death. In the event that the employment
and/or officership and/or directorship of a Grantee with a
Participating Company is terminated by reason of death, all
Options that are not exercisable on the day prior to the
Grantee's death shall terminate on the date of death. Options
that were exercisable on the date prior to the Grantee's death
may be exercised by the Grantee's executor or administrator or
by the Person or Persons to whom the Option is transferred by
will or the applicable laws of descent and distribution, at
any time within the one-year period (or such longer period as
the Board may determine prior to the expiration of such
one-year period) beginning with the date of the Grantee's
death, but in no event beyond the Option Termination Date.
(e) Rights in the Event of Total Disability. In the event that the
employment and/or directorship of a Grantee with a
Participating Company is terminated by reason of Total
Disability, all Options that are not exercisable shall
terminate on the employment/officership/directorship
termination date. Options that were exercisable on the
employment/officership/directorship termination date may be
exercised at any time within the one-year period (or such
longer period as the Board may determine prior to the
expiration of such one-year period) beginning with the
commencement of the Grantee's Total Disability (as determined
by the Board) but in no event beyond the Option Termination
Date.
(f) Leave of Absence. An approved leave of absence shall not
constitute a termination of employment under the Plan. An
approved leave of absence shall mean an absence approved
pursuant to the policy of a Participating Company for military
leave, sick leave, or other bona fide leave, not to exceed
ninety (90) days or, if longer, as long as the Employee's
right to re-employment is guaranteed by contract, statute or
the policy of a Participating Company. Notwithstanding the
foregoing, in no event shall an approved leave of absence
result in an Option surviving beyond the Option Termination
Date.
10. EXERCISE OF OPTIONS: NON-TRANSFERABILITY
(a) Exercise of Options. Vested Options may be exercised, in whole
or in part, by giving written notice of exercise to the
Company, which notice shall specify the number of Shares to be
purchased, shall be accompanied by payment in full of the
purchase price therefor in accordance with Section 10(b) below
and the full amount of any federal, provincial, state and/or
withholding and other employment taxes applicable to such
person as a result of such exercise and shall be accompanied
by signed copies of the document(s) referred to in Section
10(c) below. No Shares shall be issued pursuant to the
exercise of an Option until full payment of the purchase price
and applicable withholding tax has been made to
<PAGE> 7
- 7 -
the Company. Upon receipt of such amounts, the Company shall
issue forthwith share certificates representing the Shares
purchased pursuant to the exercise of the Option. Until the
share certificates representing such Shares have been issued
by the Company, the Grantee shall have no right to vote or
receive dividends on or exercise any other rights as a
shareholder, with respect to optioned Shares notwithstanding
the exercise of the Option.
(b) Payment. Full payment of the purchase price for the Shares as
to which an Option is being exercised shall be made in
Canadian dollars in cash or by cheque in a form satisfactory
to the Company.
(c) Non-Transferability of Options. No Option may be transferred
other than by will or; by the laws of descent and
distribution, and during a Grantee's lifetime an Option may be
exercised only by the Grantee.
11. FORFEITURE CONDITIONS
The Board may provide in an Award Agreement for conditions of forfeiture for
"cause" of any Grantee's rights with respect to a Grant. "Cause" shall include
engaging in an activity that is detrimental to the Company including, without
limitation, criminal activity, failure to carry out the duties assigned to the
Grantee as a result of incompetence or wilful neglect, conduct casting such
discredit on the Company as in the opinion of the Board justifies termination
or forfeiture of the Grant, or such other reasons, including the existence of a
conflict of interest, as the Board may determine "Cause" is not limited to
events that have occurred prior to the Grantee's termination of service, nor is
it necessary that the Board's finding of "cause" occur prior to such
termination. If the Board determines, subsequent to a Grantee's termination of
service but prior to the exercise of any rights under a Grant, that either
prior or subsequent to the Grantee's termination the Grantee engaged in conduct
that would constitute "cause", then the rights with respect to a Grant shall be
forfeited.
12. COMPLIANCE WITH SECURITIES LAWS
(a) The delivery of Shares upon the exercise of an Option shall be
subject to compliance with (i) applicable federal, provincial
and state laws and regulations, including Securities Laws,
(ii) all applicable listing requirements of any national
securities or stock exchange or national market system on
which the Shares are then listed or quoted, and (iii) Company
counsel's approval of all other legal matters in connection
with the issuance and delivery of such Shares. The Company may
also require, as a condition to exercise of the Option, that
the Grantee make such representations or agreements as the
Company may consider appropriate to ensure compliance with
applicable Securities Laws.
(b) All share certificates evidencing Shares issued pursuant to
exercised Options shall bear an appropriate legend restricting
transfer.
(c) It is the intent of the Company that Grants pursuant to the
Plan and the exercise of Options granted hereunder will be
made pursuant to exemptions from applicable Securities Laws
and stock exchange rules. To the extent that any provision of
the
<PAGE> 8
- 8 -
Plan or action by the Board or any Option does not comply with
the requirements of applicable Securities Laws and/or stock
exchange rules, it shall be deemed inoperative to the extent
permitted by law and deemed advisable by the Board, and shall
not affect the validity of the Plan, and the Board may make
any amendments necessary to the Plan or any Option for such
purposes.
13. MERGERS, ETC.
Except as otherwise provided herein, all Options outstanding under the Plan
shall accelerate and become immediately exercisable for a period of not less
than fifteen days (or such longer period as the Board may prescribe)
immediately prior to the scheduled consummation of a Terminating Transaction,
which exercise shall be (i) conditioned upon the consummation of the
Terminating Transaction and (ii) effective only immediately before the
consummation of such Terminating Transaction. Upon consummation of any such
event, the Plan and all outstanding but unexercised Options shall terminate.
Notwithstanding the foregoing, to the extent provision is made in writing in
connection with such Terminating Transaction for the continuation of the Plan
and the assumption of Options under the Plan theretofore granted, or for the
substitution for such Options of new Options covering the shares of a successor
company, or a parent or subsidiary thereof, with appropriate adjustments as to
the number and kinds of shares or units and exercise prices, then the Plan and
Options theretofore granted shall continue in the manner and under the terms so
provided, and the acceleration and termination provisions set forth in the
first two sentences of this Section 13 shall be of no effect. The Company shall
send written notice of a Terminating Transaction to all individuals who hold
Options not later than fifteen days prior to the consummation of the
Terminating Transaction.
14. REPURCHASE OF SHARES AND OPTIONS
(a) At any time and from time to time prior to the listing of the
Shares on a national securities or stock exchange or a
national market system, the Company (or its designee) shall
have, and a Grantee hereby grants to the Company (or its
designee), an irrevocable right and option to purchase from a
Grantee (or the Grantee's legal representative) all or any
portion of the Options of the Grantee and any Shares acquired
by the Grantee pursuant to the exercise of Options under this
Plan. The Company may exercise such right and option by
delivering to the Grantee a notice specifying the number of
Shares and/or Options to be purchased and the Fair Market
Value of a Share. The Company may assign its right and option
to purchase a Grantee's Shares and/or Options.
(b) The price payable by the Company for Shares acquired pursuant
to this Section 14 shall be the Fair Market Value of the
Shares and the price payable by the Company for Options
acquired pursuant to this Section 14 shall be the amount, if
any, by which the Fair Market Value of a Share exceeds the
exercise price per Share of such Option multiplied by number
of Shares issuable upon exercise.
15. TAXES
<PAGE> 9
- 9 -
The Board shall make such provisions and take such steps as it deems necessary
or appropriate for the withholding of any federal, provincial, state, local and
other tax required by law to be withheld by the Company with respect to the
grant or exercise of Options, or with respect to the disposition of Shares
acquired pursuant to the Plan, including, but without limitation, the deduction
of the amount of any such withholding tax from any compensation or other
amounts payable to a Grantee, or requiring a Grantee (or the Grantee's
beneficiary or legal representative), as a condition of a Grant or exercise of
an Option, to pay to the appropriate Participating Company any amount required
to be withheld, or to execute such other documents as the Board deems necessary
or desirable in connection with the satisfaction of any applicable withholding
obligation.
16. EMPLOYMENT RIGHTS
Neither the adoption of the Plan nor the making of any Grants shall confer upon
any Grantee any right to continue as an Employee, officer or director of any
Participating Company or affect in any way the right of any Participating
Company to terminate the Employee, officer or director at any time. Except as
otherwise specifically provided by the Board in any particular case, the loss
of existing or potential profit in Grants under this Plan shall not constitute
an element of damages in the event of termination of the relationship of a
Grantee even if the termination is in violation of an obligation of the Company
to the Grantee by contract or otherwise.
17. CORPORATE ACTION
Nothing contained in the Plan or in an Award Agreement shall be construed so as
to prevent any Participating Company from taking corporate action which is
deemed by the Company or the Participating Company, acting in good faith, to be
appropriate or in its best interest, whether or not such action would have an
adverse effect on the Plan or any outstanding Grant, provided that the Company
shall not undertake any such corporate action with the intent to adversely
prejudice any outstanding Grant.
18. AMENDMENT OR TERMINATION OF PLAN
(a) Neither the adoption of the Plan nor the making of any Grants
shall affect the Company's right to grant Options outside of
the Plan to any Person that is not subject to the Plan, to
issue to such Persons Shares as a bonus or otherwise, or to
adopt other plans or arrangements under which Shares may be
issued, provided that any other plan or arrangements shall be
subject to all regulatory approvals and shareholders approval
if required.
(b) The Board may at any time discontinue Grants under the Plan.
Subject to the approval of The Toronto Stock Exchange, and if
required, approval of shareholders of the Company, with the
consent of the Grantee, the Board may at any time cancel an
existing Grant in whole or in part and make any other Grant
for such number of Shares as the Board specifies. Subject to
the approval of The Toronto Stock Exchange, and if required,
approval of shareholders of the Company, the Board may at any
time, prospectively or retroactively, amend the Plan or any
outstanding Grant for the purpose of satisfying any changes in
<PAGE> 10
- 10 -
applicable tax laws or regulations or for any other purpose
that may at the time be permitted by law, or may at any time
terminate the Plan as to further Grants, but no such amendment
shall materially adversely affect the rights of any Grantee
(without the Grantee's consent) under any outstanding Grant.
In addition, the Board may at any time, prospectively or
retroactively, amend the Plan without the consent of the
Grantees for the purpose of complying with the requirements of
any national securities or stock exchange on which the Shares
are to be listed.
19. GENERAL PROVISIONS
(a) Titles and Headings. Titles and headings of sections of the
Plan are for convenience of reference only and shall not
affect the construction of any provision of the Plan.
(b) Governing Law. The Plan shall be governed by, interpreted
under and construed and enforced in accordance with the
internal laws, and not the laws pertaining to conflicts or
choice of laws, of the Province of British Columbia and the
federal laws of Canada applicable therein.
(c) Severability. If any provision of the Plan or any Award
Agreement shall be determined to be illegal or unenforceable
by any court of law in any jurisdiction, the remaining
provisions hereof and thereof shall be severable and
enforceable in accordance with their terms, and all provisions
shall remain enforceable in any other jurisdiction.
The Plan was duly adopted by the board of directors of the Company as of
December 22, 1999.
-----------------------------------
Susan Herlick
Assistant Secretary of the Company
The Plan was duly approved by the shareholders of the Company on December 22,
1999.
----------------------------------
Susan Herlick
Assistant Secretary of the Company
<PAGE> 11
FORM OF NOTICE OF EXERCISE
MacDonald, Dettwiler and Associates Ltd.
13800 Commerce Parkway
Richmond, B.C. V6V 2J3
Re: Notice of Exercise of Options
Pursuant to the terms of the 1999 Stock Option and Incentive Plan award
agreement (the "Agreement") dated _____ between MacDonald, Dettwiler and
Associates Ltd. (the "Company") and me, I hereby exercise my options to
purchase ________________ common shares of the Company, at the Exercise Price
(as specified in the Agreement) of $___________________________________ Cdn.
per share. Enclosed herewith is a cheque in the amount of
$______________________________________ Cdn. payable to MacDonald, Dettwiler
and Associates Ltd. in full payment of the purchase price for such shares.
Please cause any shares purchased hereby to be issued in
_____________________________________ certificate(s) of common shares each,
registered in my name.
I understand that the certificate(s) for any common shares of the Company
issuable to me pursuant to this Notice may be forwarded to me by registered
mail to the following address:
Address:
------------------------------------
------------------------------------
Date:
------------------------- ------------------------------
Signature
------------------------------
Print Name
<PAGE> 12
REVISED
MACDONALD, DETTWILER AND ASSOCIATES LTD.
1999 STOCK OPTION AND INCENTIVE PLAN
AWARD AGREEMENT
MACDONALD, DETTWILER AND ASSOCIATES LTD. (the "Company"), hereby grants to the
grantee named below (the "Grantee"), an option (the "Option") to purchase, in
accordance with and subject to the terms, conditions and restrictions of this
Agreement together with the provisions of the 1999 Stock Option and Incentive
Plan (the "Plan") of the Company, the number of common shares of the Company
(the "Shares") at the price per Share set forth below:
Name of Grantee:
------------------------------------------------
Date of Grant:
--------------------------------------------------
Number of Shares Subject to Option:
-----------------------------
Exercise Price:
-------------------------------------------------
1. The terms and conditions of the Plan are hereby incorporated by
reference as terms and conditions of this Agreement and all
capitalized terms used herein shall, unless expressly defined in a
different manner, have the meanings ascribed thereto in the Plan.
2. (a) Each Option shall be exercisable in the instalments as set
forth below:
First Instalment
-----------------------------
Second Instalment
-----------------------------
Third Instalment
------------------------------
Fourth Instalment
-----------------------------
(b) In no event shall the Option granted hereunder be exercisable
after the expiration of the Option Termination Date.
(c) No fractional Shares shall be issued on the exercise of the
Option granted hereunder. If, as a result of any adjustment to
the number of Shares issuable on the exercise of the Option
granted hereunder pursuant to the Plan, the Grantee would be
entitled to receive a fractional Share, the Grantee shall have
the right to acquire only the adjusted number of full Shares
and no payment or other adjustment will be made with respect
to the fractional Shares so disregarded.
<PAGE> 13
- 2 -
3. Each notice relating to the Option, including the exercise thereof,
shall be in writing. All notices to the Company shall be delivered
personally or by prepaid registered mail to its registered office and
all notices to the Grantee shall be delivered in the same manner to
the address of the Grantee on file with the Company. Either the
Company or the Grantee may designate a different address by written
notice to the other. Such notices shall be deemed to be received, if
delivered personally, on the date of delivery, and if sent by prepaid,
registered mail, on the fifth (5th) business day following the date of
mailing. Any notice given by either the Grantee or the Company
4. If the issuance of Shares on the exercise of the Option may, in the
opinion of the Company, conflict or be inconsistent with any
applicable law or regulation of any governmental agency having
jurisdiction or national securities or stock exchange on which the
Shares are listed, the Company reserves the right to refuse to issue
such Shares for so long as such conflict or inconsistency remains
outstanding.
5. During the lifetime of the Grantee, the Option granted pursuant to
this Agreement may only be exercised by the Grantee personally and no
assignment or transfer of the Option whether voluntary, involuntary,
by operation of law or otherwise, shall vest any interest or right in
such Option whatsoever in any assignee or transferee, and immediately
upon any assignment or transfer or any attempt to make the same, the
Option granted hereunder shall terminate and be of no further force or
effect.
6. The Grantee hereby agrees that:
(a) any rule, regulation or determination, including the
interpretation by the Board of the Plan, the Option granted
hereunder and the exercise thereof, shall be final and
conclusive for all purposes and binding on all Persons,
including the Company and the Grantee; and
(b) the grant of the Option shall not affect in any way the right
of the Company or any Affiliated Company to terminate the
employment of the Grantee.
(c) if the Grantee is not already a party to the Shareholders
Agreement, the Grantee, at or before the time of the exercise
of an Option, must sign and deliver to the Corporation an
agreement substantially in the form of Schedule "A" to the
Shareholders Agreement agreeing to be bound thereby as if he
or she were an original signatory thereto.
<PAGE> 14
- 3 -
7. This Agreement has been made in and shall be construed under and in
accordance with the laws of the Province of British Columbia and the
laws of Canada applicable therein.
MACDONALD, DETTWILER AND ASSOCIATES LTD.
Per:
----------------------------
Name:
Title:
I have read the foregoing Agreement and hereby accept the Option in accordance
with and subject to the terms and conditions of such Agreement and the Plan. I
understand that I may review the complete text of the Plan by contacting the
Secretary or Assistant Secretary of the Company. I agree to be bound by the
terms and conditions of the Plan governing the award made hereby and by the
actions of the Board in respect thereof.
---------------------------- ----------------------------
Date Accepted Participant's Signature
----------------------------
Participant's Name
(Please Print)
