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The exercise price of options shall be determined by the NCG&C Committee as of the award date and shall
not be less than the closing price of the shares on the stock exchange where the majority of the trading volume and
value of the shares occurs on the last day immediately preceding the award date. The NCG&C Committee retains
the discretion to impose vesting periods on any options granted. The Company does not offer financial assistance in
respect of the exercise of options.
The expiry date of an option shall be determined in the discretion of the NCG&C Committee and shall not
exceed the tenth anniversary of the award date of such option subject to extensions in the case of a trading blackout.
Unless the NCG&C Committee decides otherwise, options granted under the 10% Rolling Stock Option Plan will
expire (i) one year after the option holder’s death or disability, and any options which are unvested as of the date of
death or disability will not vest; (ii) 90 days after an option holder who is a director ceases to be a director of the
Company other than by reason of death or disability, in which case all unvested options shall immediately vest and
become exercisable unless the option holder continues to be an employee or consultant, in which case the options
will not so vest and the expiry date will remain unchanged; (iii) on the date the option holder ceases to be a director
as the result of certain prescribed circumstances, in which case any unvested options will not vest; (iv) 90 days after
the option holder ceases to be employed by the Company (other than by reason of death, disability, mandatory
retirement, a change of control, termination for cause or as a result of an order of a regulatory body) unless the
employee continues to be a director or consultant, in which case the expiry date remains unchanged, or unless the
option holder ceases to be an employee (a) as a result of termination for cause; or (b) by order of the British
Columbia Securities Commission, the Ontario Securities Commission,
or any other regulatory body having
jurisdiction to so order, in which case the expiry date shall be the date the option holder ceases to be an employee
(all options which are not vested as of the date the employee ceases to be employed shall not vest unless the option
holder continues to be a director or consultant of the Company, in which case the vesting of the options shall be
unchanged; if the employee ceases to be an employee by reason of mandatory retirement, all unvested options will
immediately vest and become exercisable and the expiry date will be one year from the date of retirement);
(v) 90 days after an option holder who is a consultant of the Company ceases to be a consultant by reason of the
completion or termination of the contract under which the consultant provides services to the Company unless the
option holder continues to be engaged as a director or employee of the Company, in which case the expiry date shall
be 90 days after the date the option holder ceases to be a director or employee. Any options which are unvested as
of the date the option holder ceases to be a consultant will not vest unless the option holder continues to be engaged
as a director or employee, in which case the vesting of the options shall be unchanged. If upon completion of the
contract under which the consultant provided services to the Company the consultant is subsequently hired by the
Company as an employee, the options previously granted to the consultant will flow through to the employee on the
same terms and conditions as the original grant of options.
In the case of an employee or consultant (who is not also a director or officer) ceasing to be an employee or
a consultant as a result of a change of control at any time within six months after the effective date of the change of
control, notwithstanding the vesting provisions of the option, all unvested options of the option holder will
immediately vest and become immediately exercisable, and the expiry date shall be the earlier of the pre-existing
expiry date and the date 90 days following the date on which the employee or consultant ceased to be such. In the
case of a director or officer who ceases to be an employee, director or consultant under these circumstances, all
unvested options of the option holder will immediately vest and become immediately exercisable, and the expiry
date shall be the earlier of the pre-existing expiry date and the date two years following the date on which the
employee, director or consultant ceased to be such. In the event that the Company enters into an agreement with
another entity which may result in a change of control, or a “takeover bid” within the meaning of the
Securities Act
(British Columbia) is made for the Company by another entity which may result in a change of control, all unvested
options of the option holders will immediately vest and become immediately exercisable as of the date of the
agreement or takeover bid.
Options are non-assignable and non-transferable. Notwithstanding the foregoing, an option holder may
transfer an option to a corporation which is 100% owned by the option holder provided that the transfer is permitted
by, and is effected in accordance with, the applicable securities laws.