LONG TERM INCENTIVE PLAN OPTION AGREEMENT
THIS AGREEMENT is made as of September 12, 2001
BETWEEN:
NORSKE XXXX CANADA LIMITED, a body corporate amalgamated under
the laws of Canada, having an office at 900 - 000 Xxxx Xxxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(the "CORPORATION")
OF THE FIRST PART,
AND:
[NAME OF EXECUTIVE], of [ADDRESS]
(the "OPTIONEE")
OF THE SECOND PART.
WHEREAS:
A. The Optionee is an Employee or a Director; and
B. The Corporation wishes to grant to the Optionee an option to purchase
Shares on the terms and conditions set out in the Norske Xxxx Canada
Limited 1995 Stock Option Plan (the "Plan") approved by the Human Resources
Committee of the Board of Directors of the Corporation on July 25, 1995 and
as amended from time to time.
NOW THEREFORE the parties hereto agree as follows:
1. INTERPRETATION
(a) The masculine gender shall include the feminine gender and the
singular shall include the plural and vice versa.
(b) A reference to a section includes all subsections in that section.
(c) Capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Plan.
2. GRANT OF OPTION; OPTION PRICE
The Corporation hereby grants to the Optionee, subject to the terms and
conditions hereinafter set out, the irrevocable right and option to
subscribe for and purchase (the "Option") a total of o Shares (the
"Optioned Shares"), as fully paid, at an Option Price of $6.60 per Optioned
Share for a term commencing on September 12, 2001 and continuing up to and
including September 12, 2006 (the "Term").
3. WHEN OPTION MAY BE EXERCISED
(a) In this section 2, "Acceleration Price" shall mean $9.47.
(b) Subject to section 2(c), the Optionee may exercise the Option with
respect to all or from time to time any part of:
(i) 1/3 of the Optioned Shares on or after September 12, 2002;
(ii) 1/3 of the Optioned Shares on or after September 12, 2003; and
(iii) 1/3 of the Optioned Shares on or after September 12, 2004.
(c) If the Market Price exceeds the Acceleration Price at any time before
September 12, 2004, the Optionee may at any time thereafter exercise
the Option with respect to all or from time to time any part of the
Optioned Shares.
4. PROCEDURE FOR EXERCISE OF OPTIONS
(a) The Option may be exercised by the Optionee or his personal
representatives at the applicable times and in the applicable amounts
by giving to the Corporation at its principal executive office written
notice of exercise specifying the number of Shares to be subscribed
for. Such notice must be accompanied by full payment for the Shares to
be subscribed for. Upon any such exercise of the Option, the
Corporation shall forthwith cause the transfer agent and the registrar
of the Corporation for the time being to deliver to the Optionee or
his personal representatives (or as the Optionee or his personal
representatives may otherwise direct in the written notice of
exercise) a certificate or certificates in the name of the Optionee or
his personal representatives (or as otherwise directed in the written
notice of exercise) representing in the aggregate such number of
Shares as the Optionee or his personal representatives shall have then
paid for.
(b) All Shares subscribed for under the Option shall be paid for in full
in cash at the time of subscription.
(c) Except as contemplated by sections 5 (Non-Transferability of Options),
6 (Death, Retirement or Permanent Disability of Optionee) and 7
(Termination of Employment of Optionee), the Option may be exercised
in whole or in part at any time only if, at the time of such exercise,
the Optionee is an Employee or a Director.
5. NON-TRANSFERABILITY OF OPTIONS
The Option is not assignable or transferable by the Optionee and any
purported assignment or transfer of the Option shall be void and shall
render the Option void; provided that in the event of the termination of
employment of the Optionee by reason of death, the Optionee's legal
personal representative or representatives may exercise the Option in
accordance with section 6 (Death, Retirement or Permanent Disability of
Optionee).
6. DEATH, RETIREMENT OR PERMANENT DISABILITY OF OPTIONEE
(a) In the event of the termination of employment of the Optionee by
reason of death of the Optionee at any time during the term of the
Option, the Option may, to the extent only that it is exercisable
under section 3 (When Option May Be Exercised) be exercised no later
than the later of:
(i) 90 days after the earlier of the date of the grant of probate of
the will or letters of administration of the Optionee's estate
and the first anniversary of the date of death, and
(ii) 90 days after the end of the fiscal year of the Corporation in
which death occurred,
and in any event prior to the end of the Term, and after the later of
the dates referred to in section 6(a)(i) and section 6(a)(ii) the
Option shall terminate and be void.
(b) In the event of the termination of employment of the Optionee by
reason of his or her retirement from the Corporation or any of its
Subsidiaries pursuant to the Retirement Plan for Salaried Employees of
the Corporation, as amended from time to time or any replacement
therefor, the Option may, to the extent only that it is exercisable
under section 3 (When Option May Be Exercised), be exercised no later
than the earlier of:
(i) 90 days after the end of the fiscal year of the Corporation in
which the Optionee retired; and
(ii) the end of the Term
and after such date the Option shall terminate and be void.
(c) In the event of the termination of employment of the Optionee by
reason of his or her becoming permanently disabled, the Option may, to
the
extent only that it is exercisable under section 3 (When Option May Be
Exercised), be exercised no later than the earlier of:
(i) 90 days after the end of the fiscal year of the Corporation in
which the Optionee became permanently disabled; and
(ii) the end of the Term
and after such date the Option shall terminate and be void.
(d) Notwithstanding the provisions of sections 6(b) and 6(c), where the
Optionee dies subsequent to his or her retirement or becoming
permanently disabled and prior to the later of the dates set forth in
sections 6(b)(i) or 6(c)(i) (as applicable) and the end of the Term,
the Option may, to the extent only that it is exercisable under
section 3 (When Option May Be Exercised), be exercised by the legal
personal representative or representatives of the Optionee no later
than the later of:
(i) 90 days after the earlier of the date of the grant of probate of
the will or letters of administration of the Optionee's estate
and the first anniversary of the date of death, and
(ii) 90 days after the end of the fiscal year of the Corporation in
which death occurred,
and in any event prior to the end of the Term, and after the later of
the dates referred to in section 6(d)(i) and section 6(d)(ii) the
Option shall terminate and be void.
7. TERMINATION OF EMPLOYMENT OF OPTIONEE
(a) In the event of the termination of the employment of the Optionee for
any reason (including termination by resignation by the Optionee)
other than termination for lawful cause or as specified in section 6
(Death, Retirement or Permanent Disability of Optionee),
(i) when the termination of employment of the Optionee occurs before
the Option becomes exercisable under section 3(a), the Option
shall terminate and be void and the Optionee shall have no
rights under this Agreement or under the Plan; and
(ii) when the termination of employment of the Optionee occurs after
the Option becomes exercisable under section 3(a), the Option
may, to the extent only that it is then exercisable under
section 3(b), be exercised by the Optionee no later that
30 days after the date of termination of employment and upon
expiration of that period the Option shall terminate and be
void.
For the purposes of sections 7(a)(i) and 7(a)(ii), only, "termination
of employment of the Optionee" shall occur when the Optionee ceases
to report for work or ceases to perform his or her duties, and for
greater certainty shall not be interpreted to mean the end of any
notice period or period during which any benefits arising from the
Optionee's former employment relationship with the Corporation are
found to be extended to or accrue to the Optionee, or to which the
Optionee may be or be found to be entitled.
(b) Nothing contained in the Plan or this Agreement confers on the
Optionee any right to, or guarantee of, continued employment by the
Corporation or any Subsidiary or any combination or partnership
thereof, or in any way limits the right of the Corporation or a
Subsidiary or any combination or partnership thereof to terminate the
employment of the Optionee at any time.
8. TERMINATION OF THE PLAN
If the Plan is terminated, the provisions of the Plan and any
administrative guidelines and other rules and regulations adopted by the
Committee and in force on the date of termination will continue in effect
as long as the Option or any rights pursuant thereto remain outstanding
but, notwithstanding the termination of the Plan, the Committee shall
remain able to make such amendments to the Plan or the Option as they would
have been entitled to make if the Plan were still in effect.
9. GENERAL REQUIREMENTS
The Option is subject to the requirement that if at any time the Committee
shall determine that any agreement, undertaking or other action or
cooperation on the part of the Optionee, including in respect to a
disposition of the Shares, is necessary or desirable as a condition of, or
in connection with (i) the listing, registration or qualification of the
Shares subject to the Plan upon any stock exchange or under the laws of any
applicable jurisdiction, or (ii) obtaining a consent or approval of any
governmental or other regulatory body, the exercise of the Option and the
issue of Shares thereunder may be deferred in whole or in part by the
Committee until such time as the agreement, undertaking or other action or
cooperation shall have been obtained in a form and on terms acceptable to
the Committee.
10. ADJUSTMENT OF OPTION
(a) Upon the occurrence, from time to time, of any of the following events
during the Term:
(i) the issue to all or substantially all holders of Shares, by way
of a stock dividend or otherwise, of Shares or securities
convertible into Shares (other than dividends in the ordinary
course);
(ii) the issue to all or substantially all holders of Shares of
rights, options or warrants pursuant to which those holders are
entitled to subscribe for, purchase or otherwise acquire Shares
or securities convertible into Shares; or
(iii) the issue or distribution to all or substantially all holders of
Shares, of (i) shares of any class other than Shares, or (ii)
rights, options or warrants, or (iii) evidences of indebtedness,
or (iv) any other assets (other than dividends in the ordinary
course);
the Option Prices and the number of Optioned Shares shall be adjusted
if and to the extent that the Committee considers it to be equitable
and appropriate.
(b) In the event of a change in the capitalization of the Corporation
contemplated by section 15 of the Plan, the Option shall be adjusted
in accordance with the provisions of sections 15.1 or 15.2 of the
Plan, as applicable.
(c) If a dispute shall at any time arise with respect to adjustments of
the number of Optioned Shares, the dispute shall be conclusively
determined by the Committee.
11. THE PLAN
The Optionee acknowledges that this Agreement and the Option are subject to
the terms and conditions of the Plan as approved by the relevant regulatory
authorities. In particular, and without limitation, the Optionee
acknowledges that the Option is subject to provisions of the Plan regarding
the acceleration of the time of exercise of the Option (sections 7.5 to 7.7
of the Plan); the effect of the Optionee's participation in the Plan on any
related rights and other benefit plans the Optionee has or may participate
in (section 9 of the Plan); the prohibition on fractional Shares being
issued upon exercise of the Option (section 11 of the Plan); and the right
of the Corporation to withhold certain amounts from payments made to the
Optionee (section 19 of the Plan).
12. SUCCESSORS AND ASSIGNS
This Agreement shall enure to the benefit of and be binding upon the
Corporation, its successors and assigns, and the Optionee and his personal
representatives to the extent provided in section 6 (Death, Retirement or
Permanent Disability of Optionee) hereof.
IN WITNESS WHEREOF the Corporation has hereunto affixed its common seal duly
attested by the hands of its proper officers in that behalf and the Optionee has
hereunto affixed his hand and seal as of the date first written above.
THE CORPORATE SEAL of NORSKE )
XXXX CANADA LIMITED was )
hereunto affixed in the presence of: )
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Authorized Signatory )
) c/s
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Authorized Signatory )
SIGNED, SEALED and DELIVERED by )
[NAME OF EXECUTIVE] in the presence of: )
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) [NAME OF EXECUTIVE]
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