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1.1
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The
purpose of the Plan is to attract, retain and motivate persons of
training, experience and leadership to the Corporation and its
Subsidiaries, including their directors, officers, employees and service
providers, and to advance the interests of the Corporation by providing
such persons with the opportunity, through share options, to acquire an
increased proprietary interest in the
Corporation.
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2.1
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“Board”
means the Board of Directors of the Corporation or, if established and
duly authorized to act, the Executive Committee of the Board of Directors
of the Corporation;
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2.2
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“Change
of Control” includes:
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(i)
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the
acquisition by any persons acting jointly or in concert (as determined by
the Securities Act), whether directly or indirectly, of voting securities
of the Corporation that, together with all other voting securities of the
Corporation held by such persons, constitute in the aggregate more than
50% of all outstanding voting securities of the
Corporation;
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(ii)
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an
amalgamation, arrangement or other form of business combination of the
Corporation with another corporation that results in the holders of voting
securities of that other corporation holding, in the aggregate, more than
50% of all outstanding voting securities of the corporation resulting from
the business combination;
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(iii)
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the
sale, lease or exchange of all or substantially all of the property of the
Corporation to another person, other than in the ordinary course of
business of the Corporation or to a Related Entity;
or
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(iv)
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any
other transaction that is deemed to be a “Change of Control” for the
purposes of this Plan by the Board in its sole
discretion;
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2.3
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“Committee”
shall have the meaning attributed thereto in Section 3.1
hereof;
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2.4
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“Control”
by a person over a second person means the power to direct, directly or
indirectly, the management and policies of the second person by virtue
of:
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(i)
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ownership
of or direction over voting securities in the second
person;
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(ii)
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a
written agreement or indenture;
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(iii)
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being
or Controlling the general partner of the second person;
or
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(iv)
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being
a trustee of the second person;
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2.5
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“Corporation”
means Ur-Energy Inc. and includes any successor corporation
thereof;
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2.6
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“Eligible
Person” means:
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(i)
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any
Insider, director, officer or employee of the Corporation or any
Subsidiary, or any other Service Provider (an “Eligible Individual”);
or
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(ii)
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a
corporation controlled by an Eligible Individual, the issued and
outstanding voting shares of which are, and will continue to be,
beneficially owned, directly or indirectly, by such Eligible Individual
and/or the spouse, children and/or grandchildren of such Eligible
Individual (an “Employee
Corporation”);
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2.7
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“Insider”
means any insider, as such term is defined in Subsection 1(1) of the Securities Act
(Ontario), of the Corporation, other than a person who falls within that
definition solely by virtue of being a director or senior officer of a
Subsidiary, and includes any associate, as such term is defined in
Subsection 1(1) of the Securities Act
(Ontario), of any such insider;
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2.8
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“Market
Price” at any date in respect of the Shares means the closing sale price
of such Shares on the TSX (or, if such Shares are not then listed and
posted for trading on the TSX, then on the recognized stock exchange on
which such Shares are listed on which the greatest volume of them were
traded during the period referenced below or, if such Shares are not so
listed on any recognized stock exchange, then on the over-the-counter
market on which they are traded as selected for such purpose by the
Committee) on the trading day immediately preceding such date. In the
event that such Shares did not trade on such trading day, the Market Price
shall be the average of the bid and ask prices in respect of such Shares
at the close of trading on such trading
day;
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2.9
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“Option”
means an option to purchase Shares granted to an Eligible Person under the
Plan;
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2.10
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“Option
Price” means the price per Share at which Shares may be purchased under an
Option, as the same may be adjusted from time to time in accordance with
Article 8 hereof;
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2.11
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“Optioned
Shares” means the Shares issuable pursuant to an exercise of
Options;
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2.12
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“Optionee”
means an Eligible Person to whom an Option has been granted and who
continues to hold such Option;
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2.13
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“Plan”
means this Amended and Restated Stock Option Plan, as the same may be
further amended or varied from time to
time;
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2.14
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“Related
Entity” means, for the Corporation, a person that Controls or is
Controlled by the Corporation or that is Controlled by the same person
that controls the Corporation;
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2.15
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“Service
Provider” means any person or company engaged as an independent contractor
or otherwise to provide ongoing management or consulting services for the
Corporation or for any entity controlled by the
Corporation;
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2.16
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“Shares”
means the Common Shares of the Corporation or, in the event of an
adjustment contemplated by Article 8 hereof, such other shares or
securities to which an Optionee may be entitled upon the exercise of an
Option as a result of such
adjustment;
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2.17
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“Subsidiary”
means any corporation which is a subsidiary, as such term is defined in
Subsection 1(2) of the Canada Business Corporations
Act, of the Corporation; and
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2.18
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“TSX”
means the Toronto Stock Exchange.
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3.1
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The
Plan shall be administered by the Board or, if determined by the Board, by
the Board with the assistance of the compensation committee (the
“Committee”) of the Board.
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3.2
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The
Committee shall have the power, where consistent with the general purpose
and intent of the Plan and subject to the specific provisions of the
Plan:
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(a)
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to
establish policies and to adopt rules and regulations for carrying out the
purposes, provisions and administration of the
Plan;
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(b)
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to
interpret and construe the Plan and to determine all questions arising out
of the Plan or any Option, and any such interpretation, construction or
determination made by the Committee shall be final, binding and conclusive
for all purposes;
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(c)
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to
determine the number of Shares covered by each
Option;
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(d)
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to
determine the Option Price of each
Option;
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(e)
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to
determine the time or times when Options will be granted and
exercisable;
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(f)
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to
determine if the Shares which are issuable on the exercise of an Option
will be subject to any restrictions upon the exercise of such Option;
and
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(g)
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to
prescribe the form of the instruments relating to the grant, exercise and
other terms of Options.
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3.3
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The
Committee may, in its discretion, require as conditions to the grant or
exercise of any Option that the Optionee shall
have:
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(a)
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represented,
warranted and agreed in form and substance satisfactory to the Corporation
that he or she is acquiring and will acquire such Option and the Shares to
be issued upon the exercise thereof or, as the case may be, is acquiring
such Shares, for his or her own account, for investment and not with a
view to or in connection with any distribution, that he or she has had
access to such information as is necessary to enable him or her to
evaluate the merits and risks of such investment and that he or she is
able to bear the economic risk of holding such Shares for an indefinite
period;
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(b)
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agreed
to restrictions on transfer in form and substance satisfactory to the
Corporation and to an endorsement on any option agreement on certificate
representing the Shares making appropriate reference to such restrictions;
and
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(c)
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agreed
to indemnify the Corporation in connection with the
foregoing.
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3.4
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Any
Option granted under the Plan shall be subject to the requirement that, if
at any time counsel to the Corporation shall determine that the listing,
registration or qualification of the Shares subject to such Option upon
any securities exchange or under any law or regulation of any
jurisdiction, or the consent or approval of any securities exchange or any
governmental or regulatory body, is necessary as a condition of, or in
connection with, the grant or exercise of such Option or the issuance or
purchase of Shares thereunder, such Option may not be accepted or
exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained on
conditions acceptable to the Committee. Nothing herein shall be deemed to
require the Corporation to apply for or to obtain such listing,
registration, qualification, consent or
approval.
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3.5
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The
Chief Executive Officer of the Corporation may grant Options, in the
context of non-executive employment or consulting arrangements, from time
to time between the dates of meetings of the Board in the amount of up to
100,000 Shares in aggregate and upon the reporting from time to time of
the grant of such Options to the Board, the amount available for such
grants by the Chief Executive Officer shall be restored to the full amount
of 100,000 Shares.
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4.1
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Subject
to adjustment as provided in Article 8 hereof, the Shares to be offered
under the Plan shall consist of the Corporation’s authorized but unissued
common shares. The aggregate number of Shares issuable upon the exercise
of all options granted under the Plan shall not exceed 10% of the issued
and outstanding shares of the Corporation as at the date of grant of each
Option under the Plan. If any Option granted hereunder shall expire or
terminate for any reason in accordance with the terms of the Plan without
being exercised, the un-purchased shares subject thereto shall again be
available for the purpose of this
Plan.
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5.1
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Options
may be granted to any Eligible Person in accordance with Section 5.2
hereof.
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5.2
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Options
may be granted by the Corporation pursuant to the recommendations of the
Committee from time to time provided and to the extent that such decisions
are approved by the Board.
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5.3
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Subject
as herein and otherwise specifically provided in this Article 5, the
number of Shares subject to each Option, the Option Price of each Option,
the expiration date of each Option, the extent to which each Option is
exercisable from time to time during the term of the Option and other
terms and conditions relating to each such Option shall be determined by
the Committee.
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5.4
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In
the event that no specific determination is made by the Committee with
respect to any of the following matters, each Option shall, subject to any
other specific provisions of the Plan, contain the following terms and
conditions:
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(a)
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the
period during which an Option shall be exercisable shall be 5 years from
the date the Option is granted to the Optionee;
and
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(b)
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the
Optionee may exercise the Option for not more than 10% of the Shares
covered by the Option on the date of the grant of the Option, as to not
more than an additional 22%, four and one half months after the date of
grant, as to not more than an additional 22%, nine months after the date
of grant, as to an additional 22%, thirteen and one half months after the
date of grant and as to the final 24%, eighteen months after the date of
grant,
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5.5
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Subject
to any adjustments pursuant to the provisions of Article 8 hereof, the
Option Price of any Option shall be in no circumstances be lower than the
Market Price on the trading day immediately preceding the date of which
the grant of the Option is approved by the Committee. Notwithstanding the
foregoing, in the event that the Shares are not listed on any stock
exchange on the date on which the grant of an Option is approved by the
Committee, the Option Price for such Option shall be determined by the
Committee. If, as and when any Shares have been duly purchased and paid
for under the terms of an Option, such Shares shall be conclusively deemed
allotted and issued as fully paid non-assessable Shares at the price paid
therefor.
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5.6
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No
Options shall be granted to any Optionee if the total number of Shares
issuable to such Optionee under this Plan, together with any Shares
reserved for issuance to such Optionee under options for services or any
other stock option plans, would exceed 5% of the issued and outstanding
Shares.
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5.7
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An
Option is personal to the Optionee and non-assignable (whether by
operation of law or otherwise), except as provided for herein. Upon any
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of
an Option contrary to the provisions of the Plan, or upon the levy of any
attachment or similar process upon an Option, the Option shall, at the
election of the Corporation, cease and terminate and be of no further
force or effect whatsoever.
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5.8
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No
Options shall be granted to an Optionee if such grant could result, at any
time, in:
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(a)
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the
number of Shares reserved for issuance pursuant to Options or other stock
options granted to Insiders exceeding 10% of the issued and outstanding
Shares;
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(b)
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the
issuance to Insiders, within a one-year period, of a number of Shares
exceeding 10% of the issued and outstanding Shares;
or
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(c)
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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 issued and
outstanding Shares.
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6.1
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Subject
to (i) the provisions of this Article 6, (ii) any express resolutions
passed by the Committee or Board, or (iii) any provisions specifically
included in employment agreements or other written arrangement with
Eligible Persons, an Option and all rights to purchase Shares pursuant
thereto shall expire and terminate immediately upon the Optionee who holds
such Option ceasing to be an Eligible
Person.
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6.2
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If,
before the expiry of an Option in accordance with the terms thereof, an
Optionee shall cease to be an Eligible Person (an “Event of Termination”)
for any reason other than termination for “cause” of his or her employment
with the Corporation or any Subsidiary, or except as set out in Section
6.7, then the Optionee may:
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(a)
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exercise
the Option to the extent that he or she was entitled to do so at the time
of such Event of Termination, at any time up to and including, but not
after, a date three (3) months following the date of such Event of
Termination, or prior to the close of business on the expiration date of
the Option, whichever is earlier;
and
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(b)
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with
the prior written consent of the Board or the Committee, which consent may
be withheld in the Corporation’s sole discretion, exercise a further
Option at any time up to and including, but not after, a date three (3)
months following the date of such Event of Termination, or prior to the
close of business on the expiration date of the Option, whichever is
earlier, to purchase all or any of the Optioned Shares as the Board or the
Committee may designate but not exceeding the number of Optioned Shares
the Optionee would have otherwise been entitled to purchase pursuant to
the Option had the Optionee’s status as an Eligible Person been maintained
for the term of the Option.
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6.3
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If
an Optionee dies before the expiry of an Option in accordance with the
terms thereof, the Optionee’s legal representative(s) may, subject to the
terms of the Option and the Plan:
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(a)
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exercise
the Option to the extent that the Optionee was entitled to do so at the
date of his or her death at any time up to and including, but not after, a
date one year following the date of death of the Optionee, or prior to the
close of business on the expiration date of the Option, whichever is
earlier; and
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(b)
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with
the prior written consent of the Board or the Committee, exercise at any
time up to and including, but not after, a date one year following the
date of death of the Optionee, a further Option to purchase all or any of
the Optioned Shares as the Board or the Committee may designate but not
exceeding the number of Optioned
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Shares
the Optionee would have otherwise been entitled to purchase had the
Optionee survived.
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6.4
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For
greater certainty, Options shall not be affected by any change of
employment of the Optionee or by the Optionee ceasing to be a director of
the Corporation provided that the Optionee continues to be an Eligible
Person.
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6.5
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For
the purposes of this Article 6, a determination by the Corporation that an
Optionee was discharged for “cause” shall be binding on the Optionee;
provided, however, that such determination shall not be conclusive of the
Optionee’s potential entitlement to damages for the loss of the right to
exercise an Option in the event that a court of competent jurisdiction
ultimately determines that the discharge was without
“cause”.
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6.6
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If
the Optionee is an Employee Corporation, the references to the Optionee in
this Article 6 shall be deemed to refer to the Eligible Individual
associated with the Employee
Corporation.
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6.7
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Notwithstanding
the provisions of this Article 6:
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(a)
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all
vested Options held by an officer of the Corporation, as designated by the
Board of the Corporation (a “Designated Officer”), provided such person
has been a Designated Officer for at least one year, will expire on the
expiration date identified at the time of grant of the Option and all
unvested Options will expire upon the date of termination whether as a
result of resignation or termination by the Corporation without
cause;
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(b)
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all
vested Options held by a director on the Board of the Corporation,
provided such person has been a director for at least one year, whether as
a result of appointment or election to the Board, will expire on the
expiration date identified at the time of grant of the Option and all
unvested Options will expire on the date of termination whether as a
result of resignation or failure to be re-elected to the Board;
and
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(c)
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nothing
in this Section 6.7 will be construed as extending an Option beyond the
expiration date identified at the time of grant of the Option and in
accordance with the Plan.
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7.1
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Subject
to the provisions of the Plan, an Option may be exercised from time to
time by delivery to the Corporation at its registered office of a written
notice of exercise addressed to the Secretary of the Corporation
specifying the number of Shares with respect to which the Option is being
exercised and accompanied by payment in full, by cash or cheque, of the
Option Price of the Shares then being purchased. Certificates for such
Shares shall be issued and delivered to the Optionee within a reasonable
time following the receipt of such notice and
payment.
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7.2
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Notwithstanding
any of the provisions contained in the Plan or in any Option, the
Corporation’s obligation to issue Shares to an Optionee pursuant to the
exercise of any Option shall be subject
to:
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(a)
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completion
of such registration or other qualification of such Shares or obtaining
approval of such governmental or regulatory authority as the Corporation
shall determine to be necessary or advisable in connection with the
authorization, issuance or sale
thereof;
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(b)
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the
administration of such Shares to listing on any stock exchange on which
the Shares may then be listed;
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(c)
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the
receipt from the Optionee of such representations, warranties, agreements
and undertakings, as the Corporation determines to be necessary or
advisable in order to safeguard against the violation of the securities
laws of any jurisdiction; and
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(d)
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the
satisfaction of any conditions on exercise prescribed pursuant to Section
3.3 hereof,
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7.3
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Options
shall be evidenced by a share option agreement, instrument or certificate
in such form not inconsistent with this Plan as the Committee may from
time to time determine as provided for under Subsection 3.2(g), provided
that the substance of Article 5 be included
therein.
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8.1
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In
the event of any subdivision or redivision of the Shares into a greater
number of Shares at any time after the grant of an Option to any Optionee
and prior to the expiration of the term of such Option, the Corporation
shall deliver to such Optionee at the time of any subsequent exercise of
his or her Option in accordance with the terms hereof, in lieu of the
number of shares to which he or she was theretofore entitled upon such
exercise, but for the same aggregate consideration payable therefor, such
number of Shares as such Optionee would have held as a result of such
subdivision or redivision if, on the record date thereof, the Optionee had
been the registered holder of the number of Shares to which he or she was
theretofore entitled upon such
exercise.
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8.2
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In
the event of any consolidation of the Shares into a lesser number of
Shares at any time after the grant of an Option to any Optionee and prior
to the expiration of the term of such Option, the Corporation shall
deliver to such Optionee at the time of any subsequent exercise of his or
her Option in accordance with the terms hereof, in lieu of the number of
Shares to which he or she was theretofore entitled upon such exercise, but
for the same aggregate consideration payable therefor, such number of
Shares as such Optionee would have held as a result of such consolidation
if, on the record date thereof, the Optionee had been the registered
holder of the number of Shares to which he or she was theretofore entitled
upon such exercise.
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8.3
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Subject
to the provisions of Article 9, if at any time after the grant of any
Option to an Optionee and prior to the expiration of the term of such
Option, the Shares shall be reclassified, reorganized or otherwise
changed, otherwise than as specified in
Sections
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8.1
and 8.2 or the Corporation shall consolidate, merge or amalgamate with or
into another corporation (the corporation resulting or continuing from
such consolidation, merger or amalgamation being herein called the
“Successor Corporation”) or, the Corporation shall pay a stock dividend
(other than any dividends in the ordinary course), the Optionee shall be
entitled to receive upon the subsequent exercise of his or her Option in
accordance with the terms hereof and shall accept in lieu of the number of
Shares to which he or she was theretofore entitled upon such exercise but
for the same aggregate consideration payable therefor, the aggregate the
number of shares of the appropriate class and/or other securities of the
Corporation or the Successor Corporation (as the case may be) that the
Optionee would have been entitled to receive as a result of such
reclassification, reorganization or other change or as a result of such
consolidation, merger, amalgamation, or stock dividend, if on the record
date of such reclassification, reorganization, other change or stock
dividend, or the record date of such consolidation, merger or amalgamation
or dividend payment, as the case may be, he or she had been the registered
holder of the number of Shares to which he or she was theretofore entitled
upon such exercise.
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8.4
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Notwithstanding
any other provision herein, in the event of a Change of Control
all Options, whether vested or unvested, will become fully
vested and exercisable immediately prior to the date of a Change of
Control without notice to
Optionees.
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8.5
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In
the event the Corporation should declare and pay a special cash dividend
or other distribution out of the ordinary course, a special dividend in
specie on the Shares, or a stock dividend other than in the ordinary
course, the Option Price of all Options outstanding on the record date of
such dividend or other distribution shall be reduced by an amount equal to
the cash payment or other distribution or the fair market value of the
dividend in specie or stock dividend or other distribution, as determined
by the Committee in its sole
discretion.
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9.1
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Subject
to applicable regulatory requirements and except as provided herein, the
Board may, in its sole and absolute discretion and without shareholder
approval, amend, suspend, terminate or discontinue the Plan and may amend
the terms and conditions of Options granted pursuant to the Plan.
Provided, however, that if the Board wishes to increase the maximum
percentage in Section 4.1 hereof or extend the Option period or reduce the
Option Price of Options granted to Insiders of the Corporation pursuant to
the Plan, shareholder approval will be
required.
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9.2
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Without
limiting the generality of the foregoing, the Board may make the following
amendments to the Plan, without obtaining shareholder
approval:
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(a)
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amendments
to the terms and conditions of the Plan necessary to ensure that the Plan
complies with the applicable regulatory requirements, including the rules
of the TSX, in place from time to
time;
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(b)
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amendments
to the provisions of the Plan respecting administration of the Plan and
eligibility for participation under the
Plan;
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(c)
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amendments
to the provisions of the Plan respecting the terms and conditions on which
options may be granted pursuant to the Plan, including the provisions
relating to the option price, the option period and the vesting schedule;
and
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(d)
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amendments
to the Plan that are of a “housekeeping”
nature.
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9.3
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Without
limiting the generality of the foregoing, the Board may amend the Option
Price, the option period, the vesting schedule and the termination
provisions of Options granted pursuant to the Plan, without shareholder
approval. Provided, however, that. if the Board proposes to reduce the
Option Price or extend the option period of options granted to Insiders of
the Corporation pursuant to the Plan, such amendments will require
shareholder approval.
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10.1
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An
Optionee shall not have any rights as a shareholder of the Corporation
with respect to any of the Shares covered by such Option until the date of
issuance of a certificate for Shares upon the exercise of such Option, in
full or in part, and then only with respect to the Shares represented by
such certificate or certificates. Without in any way limiting the
generality of the foregoing, no adjustment shall be made for dividends or
other rights for which the record date is prior to the date such share
certificate is issued.
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10.2
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Nothing
in the Plan or any Option shall confer upon an Optionee any right to
continue or be re-elected as a director of the Corporation or any right to
continue in the employ of the Corporation or any Subsidiary, or affect in
any way the right of the Corporation or any Subsidiary to terminate his or
her employment at any time; nor shall anything in the Plan or any Option
be deemed or construed to constitute an agreement, or an expression of
intent, on the part of the Corporation or any Subsidiary to extend the
employment of any Optionee beyond the time which he or she would be
normally be retired pursuant to the provisions of any present or future
retirement plan of the Corporation or any Subsidiary or any present or
future retirement policy of the Corporation or any Subsidiary, or beyond
the time at which he or she would otherwise be retired pursuant to the
provisions of any contract of employment with the Corporation or any
Subsidiary.
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10.3
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Notwithstanding
Section 5.8 hereof, Options may be transferred or assigned between an
Eligible Individual and the related Employee Corporation provided the
assignor delivers notice to the Corporation prior to the
assignment.
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10.4
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The
Plan and all matters to which reference is made herein shall be governed
by and interpreted in accordance with the laws of the Province of Ontario
and the laws of Canada applicable
therein.
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11.1
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The
Plan shall be subject to acceptance by the TSX and any other relevant
regulatory authority. Any Options granted prior to such acceptance shall
be conditional upon such acceptance being given and no such Options may be
exercised unless and until such acceptance are
given.
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