AGM Docs (Notice/circ/card



EXHIBIT 4.8



ALTEK POWER CORPORATION

INCENTIVE STOCK OPTION PLAN

Dated for reference: May 17, 2002


	INTERPRETATION



	Defined Terms

For the purposes of this Plan, the following terms shall have the following meanings:






	"Act" means the Securities Act (British Columbia), R.S.B.C. 1996, c. 62, as amended, and any legislation passed in replacement thereof or supplemental thereto and all regulations pursuant thereto;

(b)"Associate" has the meaning ascribed to that term under section 1(1) of the Act;

(c)"Affiliated" has the meaning ascribed to that term under section 1(2) of the Act;








	"Board" means the Board of Directors of the Corporation;


	"Common Shares" means the Common shares without par value of the capital stock of the Corporation as currently constituted;


	"Corporation" means ALTEK POWER CORPORATION, which was incorporated pursuant to the law of British Columbia under incorporation number 303622;


	"Eligible Person" means, subject to all applicable laws, any director, officer or employee of the Corporation or any of its Affiliated companies and any other person or company engaged to provide ongoing management or consulting services for the Corporation or any of its Affiliated companies;


	"Employee" means an employee of the Corporation or of any of its Affiliated companies the Corporation as defined under Canadian Venture Exchange policy 4.4 or under the Income Tax Act.;


	"Exercise Price" means the amount payable on the exercise of an Option;


	"Insider" means an insider as defined under section 1(1) of the Act;


	"Option" means an option to purchase Common Shares granted to an Eligible Person pursuant to the terms of this Plan;


	"Participant" means an Eligible Person to whom Options have been granted;


	"Plan" means this Incentive Stock Option Plan of the Corporation;


	"Share Compensation Arrangement" means any stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise; and


	"Termination Date" means the date on which a Participant ceases to be an Eligible Person.


	"TSX" means the TSX Venture Exchange.




	Included Words

Wherever words importing the singular are used in this Plan the same will be deemed to include references to the plural and vice versa, and words importing gender will be deemed to include all genders.  


	Governing Law

This 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 British Columbia and the federal laws of Canada applicable therein.




	PURPOSE AND ADMINISTRATION



	Purpose

The purpose of this Plan is to advance the interests of the Corporation by:

(a)providing Eligible Persons with additional incentive;

(b)encouraging stock ownership by such Eligible Persons;

(c)increasing the proprietary interest of Eligible Persons in the success of the Corporation;

(d)encouraging the Eligible Person to remain with the Corporation or its Affiliates; and

(e)attracting new employees and officers.


	Administration

This Plan shall be administered by the Board or a committee of the Board duly appointed for this purpose by the Board and consisting of not less than three directors.  If a committee is appointed for the purpose described in subsection 2.1, all references to the Board will be deemed to be references to the committee. Subject to the limitations of this Plan, the Board shall have the authority to:

(a)grant Options to Eligible Persons;

(b)determine the terms, limitations, restrictions and conditions respecting such grants;

(c)interpret this Plan and to adopt, amend and rescind such administrative guidelines and other rules and regulations relating to this Plan as it shall from time to time deem advisable; and

(d)make all other determinations and to take all other actions in connection with the implementation and administration of this Plan as it may deem necessary or advisable.

The Board's guidelines, rules, regulations, interpretations and determinations shall be conclusive and binding upon the Corporation and all other persons.

	RESERVATION OF SHARES



	Maximum Number

The maximum number of Common Shares issuable for all purposes under this Plan shall not exceed 9,843,103 shares.  However, in accordance with TSX Policy 4.4, this maximum number may be revised from time to time provided that approval is obtained from the Company's shareholders and the TSX.

Any Common Shares that are subject to an Option which for any reason is cancelled or terminated without having been wholly exercised, shall again be available for grant under this Plan.  Common Shares covered by an Option that shall have been exercised shall not be available again for an Option grant under this Plan.


	Per Person

The maximum number of Common Shares which may be reserved for issuance under Options to a Participant, other than a consultant, at any time under this Plan shall be 5% of the Common Shares outstanding at the time of the grant (on a non-diluted basis) less the aggregate number of Common Shares reserved for issuance to such person under any other Share Compensation Arrangement.

Where the Participant is a consultant, as defined in BC Instrument 72-503, the maximum number of Common Shares which may be reserved for issuance under Options to the consultant shall be 2% of the Common Shares outstanding at the time of the grant (on a non-diluted basis) less the aggregate number of Common Shares reserved for issuance to such person under any other Share Compensation Arrangement.


	Capital Alteration

The number of Common Shares subject to an Option will be subject to adjustment in the events and in the manner following:






	if and when the Common Shares are subdivided or consolidated after the date an Option is granted, or the Corporation fixes a record date for and pays to holders of Common Shares of record as of a date after the date the Option is granted a dividend payable in Common Shares, the number of Common Shares which would be acquired on any exercise of the Option thereafter will be adjusted to the number of such shares that the Participant would hold through the combined effect of such exercise and such subdivision, consolidation or stock dividend if the time of the subdivision or consolidation or the record date of such stock dividend had been immediately after the exercise, and the number of such shares referred to in subsection 3.1 as previously allotted or considered as allotted or issued for the purpose of subsection 3.1 will be correspondingly adjusted;


	if there is any capital reorganization, reclassification or other change or event affecting the Common Shares to which paragraph (a) above does not apply, the Board will determine whether in the circumstances it is just and equitable that there be some alteration in the securities or other consideration to be acquired by the Participant on the exercise of Options then outstanding and will make such amendments to the Plan as the Board considers appropriate in the circumstances to ensure a just and equitable result; and


	the Corporation will not be required to issue any fractional share in satisfaction of its obligations hereunder or any payment in lieu thereof.

The Exercise Price per Common Share to be acquired upon the exercise of an Option shall be subject to adjustment if and whenever the Common Shares are subdivided or consolidated after the date an Option is granted, or the Corporation fixes a record date for and pays to holders of Common Shares of record as of a date after the date the Option is granted a dividend payable in Common Shares (such event is hereinafter collectively referred to as an "Adjustment Event").  The Exercise Price shall be adjusted effective immediately after the effective date of the Adjustment Event by multiplying the Exercise Price in effect immediately prior to the effective date of the Adjustment Event by a fraction, the numerator of which shall be the number of Common Shares outstanding on such date before giving effect to the Adjustment Event and the denominator of which shall be the number of Common Shares outstanding immediately after giving effect to the Adjustment Event, including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares upon the effective date of such Adjustment Event.




	EXISTING STOCK OPTIONS

4.1The existing options granted by the Corporation, representing approximately 18% of the issued and outstanding shares in the capital of the Corporation, are hereby brought under the umbrella of this Plan and, consequently, as of the date of the Plan, the following are the issued and outstanding options:



	
Name of Optionee
	
No. of Option

Shares
	
Exercise

Price
	
Expiry

Date

	
Byron P. Loewen
	
255,575
	
$0.16
	
January 5, 2010

	
	
213,380
	
$0.16
	
February 28, 2010

	
	
248,445
	
$0.12
	
April 27, 2010

	
	
200,000
	
$0.20
	
March 7, 2006

	
	
1,300,000
	
$0.12
	
July 24, 2006

	
Rod Reum
	
233,333
	
$0.20
	
March 7, 2006

	
	
1,597,194
	
$0.12
	
July 24, 2006

	
	
228,125
	
$0.12
	
March 14, 2007

	
W. Gerald Mazzei
	
229,530
	
$0.15
	
June 30, 2009

	
	
33,000
	
$0.16
	
February 28, 2010

	
	
121,333
	
$0.12
	
April 27, 2010

	
	
196,137
	
$0.10
	
May 23, 2010

	
	
150,000
	
$0.20
	
March 7, 2006

	
	
1,100,000
	
$0.12
	
July 24, 2006

	
Gerald B. Caul
	
441,333
	
$0.15
	
June 30, 2009

	
	
100,000
	
$0.20
	
June 30, 2009

	
	
138,667
	
$0.12
	
April 27, 2010

	
	
150,000
	
$0.20
	
March 7, 2006

	
	
1,100,000
	
$0.12
	
July 24, 2006

	
Reyna Seabrook
	
15,000
	
$0.12
	
July 24, 2006

	
Lesley McNamara
	
15,000
	
$0.12
	
July 24, 2006

	
Linda Andersson
	
25,000
	
$0.12
	
March 14, 2007

	
Thomas Isbell
	
100,000
	
$0.12
	
July 24, 2006

	
John Thomas
	
100,000
	
$0.12
	
July 24, 2006

	
Robert L. Bolin
	
100,000
	
$0.12
	
July 24, 2006

	
John Cousins
	
150,000
	
$0.12
	
July 24, 2006

	
Gert Tarstad
	
130,000
	
$0.12
	
March 14, 2007

	
Jonus Tarstad
	
130,000
	
$0.12
	
March 14, 2007

	
Silve Piejko
	
130,000
	
$0.12
	
March 14, 2007

	


Total
	


8,931,052
	
	






	TERM AND TERMINATION

5.1Effective Date

This Plan shall be effective upon the approval of this Plan by the TSX.  All Options granted by the Corporation prior to the approval date shall be deemed to form part of and to comply with the provisions of this Plan, except that such prior Options are not subject to the vesting provisions under this Plan.  Upon approval of the TSX, the Corporation may grant Options under this Plan up to the maximum number, provided that it shall be a term of any such grant of Option that the Participants may not exercise the Option until such time as the shareholders of the Corporation have approved this Plan.

 

5.2Amend or Terminate Plan

The Board may amend, suspend or terminate this Plan or any portion thereof at any time in accordance with applicable legislation, and subject to any required regulatory or shareholder approval.  No such amendment, suspension or termination shall alter or impair any Options or any rights pursuant thereto granted previously to any Participant without the consent of such Participant.

5.3Continuing Effect

If this Plan is terminated, the provision of this Plan and any administration guidelines, and other rules and regulations adopted by the Board and in force at the time of this Plan shall continue in effect during such time as an Option or any rights pursuant thereto remain outstanding.

	COMPLIANCE WITH LEGISLATION

6.1Applicable Laws

This Plan, the grant and exercise of Options hereunder and the Corporation's obligation to sell and deliver Common Shares upon exercise of Options, shall be subject to all applicable federal, state, provincial and foreign laws, rules and regulations, the rules and regulations of any stock exchange on which the Common Shares are listed for trading and to such approvals by any regulatory or governmental agency as may, in the opinion of counsel to the Corporation, be required.

The Corporation shall not be obliged by provision of this Plan or the grant of any Option hereunder to issue or sell Common Shares in violation of such laws, rules and regulations or any condition of such approvals.

6.2Void where Applicable

No Option shall be granted and no Common Shares issued or sold hereunder where such grant, issue or sale would require registration of this Plan or of Common Shares under the securities laws of any foreign jurisdiction and any purported grant of any Option or issue or sale of Common Shares hereunder in violation of this provision shall be void.

6.3Listing on Stock Exchange

The Corporation shall have no obligation to issue any Common Shares pursuant to this Plan unless such Common Shares shall have been duly listed, upon official notice of issuance, with all stock exchanges on which the Common Shares are listed for trading.

6.4Resale Restrictions

Common Shares issued and sold to Participants pursuant to the exercise of Options may be subject to limitations on sale or resale under applicable securities laws.  In particular, if Options are granted to any resident or citizen of the Province of British Columbia, the Board and the Corporation will use their best efforts to ensure that all matters pertaining to such Option shall be made in compliance with applicable British Columbia securities laws.

The current policies of TSX provide that Options shall be subject to a four month hold period commencing on the date of grant.  Any Common Shares issued upon exercise of an Option may not be traded through the facilities of TSX or otherwise in Canada during the term of the hold period without the prior written consent of TSX.

 

 

	TERMS OF OPTIONS

7.1Grant of Options

Subject to the provisions of this Plan, the Board shall have the authority to determine the limitations, restrictions and conditions, if any, in addition to those set forth in this section, applicable to the exercise of an Option, including, without limitation:
(a)the nature and duration of the restrictions, if any, to be imposed upon the exercise of the Option or the sale or other disposition of Common Shares acquired upon exercise of the Option; and

(b)the nature of the events, if any, and the duration of the period in which any Participant's rights in respect of Common Shares acquired upon exercise of an Option may be forfeited, with the discretion in the Board to modify or rescind such restrictions in the event of certain corporate development such as take over bid, reorganization, merger, change in capital or amalgamations.



An Eligible Person may receive Options on more than one occasion under this Plan and may receive separate Options on any one occasion.

7.2Option Exercise Price

The Board shall establish the Exercise Price at the time each Option is granted, subject to the following conditions:






	if the Common Shares are not listed, posted and trading on any stock exchange or bulletin board, then the Exercise Price for the Options granted shall be determined by the Board at the time of granting; and


	if the Common Shares are listed, posted and trading on the TSX, then the Exercise Price for the Options granted then shall not be less than the Discounted Market Price as defined in the TSX policies; 


	if the Option is granted within 90 days of a distribution by a Prospectus, the minimum exercise price will be the greater of the Discounted Market Price and the per share price paid by the public investors for the distribution under the Prospectus; and.


	in all other cases, the Exercise Price shall be determined in accordance with the rules and regulations of the applicable regulatory bodies.  

The Exercise Price shall be subject to adjustment in accordance with the provisions of subsection 3.3.

7.3Term of Options

For as long as the Corporation is classified as a Tier 2 company of the TSX, Options granted must terminate on the earlier of the Termination Date or 5 years after the date of grant or such lesser period as may be determined by the Board.  In the event the Corporation is classified by the TSX as a Tier 1 company, then the Board can choose to comply with either the provisions of the Toronto Stock Exchange Option policy or the TSX policies for Tier 1 companies.

If the Common Shares are no longer listed on the TSX and are listed on another recognized stock exchange in North America, the Options granted may terminate on the earlier of the Termination Date or the maximum number of years as permitted by the policies of that stock exchange on which the Common Shares are listed, or such lesser period as may be determined by the Board.

7.4When Exercisable

The Board may determine when any Option will become exercisable, provided that each Option (other than the Options granted as at the date of this Agreement) must be subject to a vesting schedule under which not more than: 
(a)25% of the initial aggregate number of common shares which may be purchased under the Option may vest on allocation;

(b)25% of the initial aggregate number of common shares which may be purchased under the Option may vest on the date which is 6 calendar months after the date of grant;

(c)25% of the initial aggregate number of common shares which may be purchased under the Option may vest on the date which is 12 calendar months after the date of grant; and

(d)25% of the initial aggregate number of common shares which may be purchased under the Option may vest on the date which is 18 calendar months after the date of grant.



7.5No Fractional Shares

No fractional Common Shares shall be issued upon the exercise of options granted under this Plan and accordingly, if a Participant would become entitled to a fractional Common Share upon the exercise of an Option, such Participant shall only have the right to purchase the next lowest whole number of Common Shares and no payment or other adjustment will be made with respect to the fractional interest so disregarded.



7.6Cease to Be Eligible Person
If the Corporation or its Subsidiary terminates the employment or engagement of a Participant for any reason other than just cause, then any Option that has been granted to that Participant shall become fully vested and may be exercised within the earlier of 30 days of the Termination Date or the expiry date of the Option. 

If the Corporation or its Subsidiary terminates the employment or engagement of the Participant for just cause, or the Participant should terminate his or her employment or engagement with the Corporation or its Subsidiary, or the Participant ceases to become an Eligible Person, then the Participant shall be entitled only to exercise that part of the Option that is vested pursuant to clause 6.4 above within the earlier of 90 days of the Termination Date or the expiry date of the Option.

If a Participant dies, the legal representative of the Participant may exercise the Participant's Options within 12 months after the date of the Participant's death, but only to the extent the Options were by their terms exercisable on the date of death.

7.7Non-transferable

Options shall not be transferable by the Participant otherwise than by will or the laws of descent and distribution, and shall be exercisable during the lifetime of a Participant only by the Participant and after death only by the Participant's legal representative.

Without limitation, and for greater certainty only, paragraph 7.6 will apply regardless of whether the Participant was dismissed with or without cause and regardless of whether the Participant received compensation in respect of dismissal or as entitled to a period of notice of termination which would otherwise have permitted a greater portion of the Option to vest with the Participant.

7.8Option Agreement

Each Option shall be confirmed by an option agreement executed by the Corporation and by the Participant. 

 

7.9Payment of Exercise Price

The exercise price of each Common Share purchased under an Option shall be paid in full in cash or by bank draft or certified cheque at the time of such exercise, and upon receipt of payment in full, but subject to the terms of this Plan, the number of Common Shares in respect of which the Option is exercised shall be duly issued as fully paid and non-assessable.




	GENERAL

8.1Other Arrangements

Nothing contained herein shall prevent the Board from adopting other or additional compensation arrangements, subject to any required approval.

8.2 No Rights as Shareholder

Nothing contained in this Plan nor in any Option granted thereunder shall be deemed to give any Participant any interest or title in or to any Common Shares of the Corporation or any rights as a shareholder of the Corporation or any other legal or equitable right against the Corporation whatsoever other than as set forth in this Plan and pursuant to the exercise of any Option.

8.3Continuing Services as Director, Officer, Employee or Consultant

This Plan does not give any Participant or any employee of the Corporation or any of its associated, affiliated, subsidiary or controlled companies the right or obligation to or to continue to serve as a director, officer, employee or consultant, as the case may be, of the Corporation or any of its affiliated companies.

8.4No Fettering of Discretion

The awarding of Options to any Eligible Person is a matter to be determined solely in the discretion of the Board.  This Plan shall not in any way fetter, limit, obligate, restrict or constrain the Board with regard to the allotment or issue of any Common Shares or any other securities in the capital of the Corporation or any of its subsidiaries other than as specifically provided for in this Plan.



DATED at Vancouver, British Columbia, this 17th day of May, 2002.



	
ALTEK POWER CORPORATION 

per:"Byron P. Loewen"

Byron P. Loewen, Director

per:"Gerald B. Caul"

Gerald B. Caul, Director