EXHIBIT 10.59


SIGMA SYSTEMS GROUP (CANADA) INC.


AMENDED
AND RESTATED 2002 STOCK INCENTIVE PLAN


1.             Purpose


The purpose of this
Amended and Restated 2002 Stock Incentive Plan (the “Plan”) of SIGMA SYSTEMS
GROUP (CANADA) INC. (the “Company”), a corporation incorporated under the
Business Corporations Act (Ontario) (the “OBCA”), is to advance the interests
of the Company’s shareholders by enhancing the Company’s ability to attract,
retain and motivate persons who make (or are expected to make) important contributions
to the Company by providing such persons with equity ownership opportunities
and performance-based incentives and thereby better aligning the interests of
such persons with those of the Company’s shareholders.  Except where the context otherwise requires,
the term “Company” shall include any of the Company’s present or future
subsidiaries, as such term is defined under the OBCA, and any other business
venture (including, without limitation, joint venture or limited liability
company) in which the Company has a controlling interest, as determined by the
Board of Directors of the Company (the “Board”).  When applied in connection with Participants (as defined below)
who are citizens, residents or other persons subject to the federal income tax
laws of the United States of America (“U.S. Participants”), the term “Company”
shall include any of the Company’s present or future parent or subsidiary
corporations as defined in Sections 424(e) or (f) of the Internal Revenue
Code of 1986, as amended, and any regulations promulgated thereunder (the
“Code”).


2.             Eligibility


To the extent permitted
under applicable law, all of the Company’s employees, officers, directors and
consultants are eligible to be granted options, restricted stock awards, or
other stock-based awards (each, an “Award”) under the Plan.  Each person who has been granted an Award
under the Plan shall be deemed a “Participant”.


3.             Administration and Delegation


(a)           Administration by Board of
Directors.  The Plan will be
administered by the Board.  The Board
shall have authority to grant Awards and to adopt, amend and repeal such
administrative rules, guidelines and practices relating to the Plan as it shall
deem advisable.  The Board may correct
any defect, supply any omission or reconcile any inconsistency in the Plan or
any Award in the manner and to the extent it shall deem expedient to carry the
Plan into effect and it shall be the sole and final judge of such
expediency.  All decisions by the Board
shall be made in the Board’s sole discretion and shall be final and binding on
all persons having or claiming any interest in the Plan or in any Award.  No director or person acting pursuant to the
authority delegated by the Board shall be liable for any action or
determination relating to or under the Plan made in good faith.

















 


(b)           Appointment of Committees.  To the extent permitted by applicable law,
the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a “Committee”).  All references in the Plan to the “Board”
shall mean the Board or a Committee of the Board to the extent that the Board’s
powers or authority under the Plan have been delegated to such Committee.


4.             Stock Available for Awards.  Subject to adjustment under Section 9, Awards
may be made under the Plan for (i) up to 6,485,100 shares of the Company’s
Class B Preferred Shares (the “Class B Preferred Shares”) and (ii) up to
6,485,100 shares of the Company’s Non-Voting Common Shares (the “Non-Voting
Common Shares”; such Class B Preferred Shares and Non-Voting Common Shares
being referred to herein, collectively, as the “Shares”), and such number of
Class B Preferred Shares and Non-Voting Common Shares shall be reserved for
issuance under the Plan.  Awards under
the Plan may, but need not be, based on “units” consisting of a combination of
Class B Preferred Shares and Non-Voting Common Shares.  If any Award expires or is terminated,
surrendered or canceled without having been fully exercised or is forfeited in
whole or in part (including as the result of the Shares subject to such Award
being repurchased by the Company at the original issuance price pursuant to a
contractual repurchase right) or results in any Shares not being issued, the
unused Shares covered by such Award shall again be available for the grant of
Awards under the Plan, subject, however, in the case of Incentive Stock Options
(as hereinafter defined) granted to U.S. Participants, to any limitations under
the Code.


5.             California Residents.  At no time while there is any Option (as defined below)
outstanding and held by a Participant who was a resident of the State of
California on the date of grant of such Option, shall the total number of
Shares issuable upon exercise of all outstanding options and the total number of
Shares provided for under any stock bonus or similar plan of the Company exceed
the applicable percentage as calculated in accordance with the conditions and
exclusions of Section 260.140.45 of the California Code of Regulations, based
on the shares of the Company which are outstanding at the time the calculation
is made.


6.             Stock Options


(a)           General.  The Board may grant options to purchase
Shares (each, an “Option”) and determine the number of Class B Preferred Shares
and/or Non-Voting Common Shares to be covered by each Option, the exercise
price of each Option and the conditions and limitations applicable to the
exercise of each Option, including conditions relating to applicable federal,
provincial, state or foreign securities laws, as it considers necessary or
advisable.  For U.S. tax purposes, an
Option granted to a U.S. Participant which is not intended to be an Incentive
Stock Option (as defined below) shall be designated a “Nonstatutory Stock
Option”.


(b)           Incentive Stock Options for U.S.
Participants.  An Option granted to
a U.S. Participant that the Board intends to be an “incentive stock option” as
defined in Section 422 of the Code (an “Incentive Stock Option”) shall only be
granted to employees of the Company and shall be subject to and shall be
construed consistently with the requirements of Section 422 of the Code.  The Company shall have no liability to a
Participant, or any other party, if an Option (or any part thereof) which is
intended to be an Incentive Stock Option is not an Incentive Stock Option.


 


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(c)           Exercise Price.  The Board shall establish the exercise price
at the time each Option is granted and specify it in the applicable option
agreement.


(d)           Duration of Options.  Each Option shall be exercisable at such
times and subject to such terms and conditions as the Board may specify in the
applicable option agreement.


(e)           Exercise of Option.  Options may be exercised by delivery to the
Company of a written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the Board,
together with payment in full as specified in Section 6(f) for the number of
Class B Preferred Shares and/or Non-Voting Common Shares for which the Option
is exercised.


(f)            Payment Upon Exercise.  Shares purchased upon the exercise of an
Option granted under the Plan shall be paid for as follows:


(1)           in cash or by check, payable to the
order of the Company, it being permissible for the Company, at its discretion,
to lend such cash or the funds for such check to the Participant pursuant to a
promissory note in form and substance acceptable to the Company;


(2)           except as the Board may, in its sole
discretion, otherwise provide in an option agreement, by (i) delivery of an
irrevocable and unconditional undertaking by a creditworthy broker to deliver
promptly to the Company sufficient funds to pay the exercise price and any
required tax withholding or (ii) delivery by the Participant to the Company of
a copy of irrevocable and unconditional instructions to a creditworthy broker
to deliver promptly to the Company cash or a check sufficient to pay the
exercise price and any required tax withholding;


(3)           if and when the Class B Preferred
Shares or the Non-Voting Common Shares are registered under the Securities
Exchange Act of 1934 (the “Exchange Act”), by delivery of Class B Preferred
Shares or Non-Voting Common Shares, as the case may be, owned by the
Participant valued at their fair market value as determined by (or in a manner
approved by) the Board in good faith (“Fair Market Value”), provided (i) such
method of payment is then permitted under applicable law and (ii) such Class B
Preferred Shares or Non-Voting Common Shares, as the case may be, if acquired
directly from the Company, were owned by the Participant at least six months
prior to such delivery;


(4)           to the extent permitted by the Board,
in its sole discretion, by payment of such other lawful consideration as the
Board may determine; or


(5)           by any combination of the above
permitted forms of payment.


(g)           Substitute Options.  In connection with a merger or consolidation
(or similar transaction) of an entity with the Company or the acquisition by
the Company of property or stock of an entity, the Board may grant Options in
substitution for any options or other stock or stock-based awards granted by
such entity or an affiliate thereof. 
Substitute Options may be granted on such terms as the Board deems
appropriate in the circumstances, notwithstanding any limitations on Options
contained in the other sections of this Section 6 or in Section 2.


 


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7.             Restricted Stock


(a)           Grants.  The Board may grant Awards entitling
recipients to acquire Class B Preferred Shares and/or Non-Voting Common Shares,
subject to the right of the Company to repurchase all or part of such shares at
their issue price or other stated or formula price from the recipient in the
event that conditions specified by the Board in the applicable Award are not
satisfied prior to the end of the applicable restriction period or periods
established by the Board for such Award (each, a “Restricted Stock Award”).


(b)           Terms and Conditions.  The Board shall determine the terms and
conditions of any such Restricted Stock Award, including the conditions for
repurchase and the issue price, if any.


(c)           Stock Certificates.  Any stock certificates issued in respect of
a Restricted Stock Award shall be registered in the name of the Participant
and, unless otherwise determined by the Board, deposited by the Participant,
together with a stock power of attorney endorsed in blank, with the Company (or
its designee).  At the expiration of the
applicable restriction periods, the Company (or such designee) shall deliver
the certificates no longer subject to such restrictions to the Participant or
if the Participant has died, to the beneficiary designated, in a manner
determined by the Board, by a Participant to receive amounts due or exercise
rights of the Participant in the event of the Participant’s death (the
“Designated Beneficiary”).  In the
absence of an effective designation by a Participant, Designated Beneficiary
shall mean the Participant’s estate.


8.             Other Stock-Based Awards


The Board shall have the
right to grant other Awards in accordance with applicable laws based upon Class
B Preferred Shares and/or Non-Voting Common Shares having such terms and
conditions as the Board may determine, including, without limitation, the grant
of Shares based upon certain conditions, the grant of securities convertible
into Class B Preferred Shares and/or Non-Voting Common Shares and the grant of
stock appreciation rights.


9.             Adjustments for Changes in Capitalization and Certain
Other Events


(a)           Changes in Capitalization.  In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares (including, without limitation, the automatic
conversion of the Class B Common Shares and the Non-Voting Common Shares into
shares of the Company’s Voting Common Shares pursuant to the terms of the
Company’s Articles of Incorporation), spin-off or other similar change in
capitalization or event, or any distribution to holders of Class B Preferred
Shares or Non-Voting Common Shares, as the case may be, other than a normal
cash dividend, (i) the number and class of securities available under this
Plan, (ii) the number and class of securities and exercise price per Share
subject to each outstanding Option, (iii) the repurchase price per Share
subject to each outstanding Restricted Stock Award, and (iv) the terms of each
other outstanding Award shall be appropriately adjusted by the Company (or
substituted Awards may be made, if applicable) to the extent the Board shall
determine, in good faith, that such an adjustment (or substitution) is 


 


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necessary and appropriate.  If this Section 9(a) applies and Section 9(c) also applies to any
event, Section 9(c) shall be applicable to such event, and this Section 9(a)
shall not be applicable.


(b)           Liquidation or Dissolution.  In the event of a proposed liquidation or
dissolution of the Company, the Board shall upon written notice to the
Participants provide that all then unexercised Options will (i) become
exercisable in full as of a specified time at least 10 business days prior to
the effective date of such liquidation or dissolution and (ii) terminate
effective upon such liquidation or dissolution, except to the extent exercised
before such effective date.  The Board
may specify the effect of a liquidation or dissolution on any Restricted Stock
Award or other Award granted under the Plan at the time of the grant of such
Award.


(c)           Reorganization Events


(1)           Definition.  A “Reorganization Event” shall mean:  (A) any amalgamation, merger, arrangement,
consolidation or similar transaction of the Company with or into another entity
as a result of which all of the shares of the Company are converted into or
exchanged for the right to receive cash, securities or other property; or (B)
any exchange of all of the shares of the Company for cash, securities or other
property pursuant to a share exchange transaction.


(2)           Effect on Options.  Upon the occurrence of a Reorganization
Event, or the execution by the Company of any agreement with respect to a
Reorganization Event, the Board shall provide that all outstanding Options
shall be assumed, or equivalent options shall be substituted, by the acquiring
or succeeding corporation (or an affiliate thereof).  For purposes hereof, an Option shall be considered to be assumed
if, following consummation of the Reorganization Event, the Option confers the
right to purchase, for each Share subject to the Option immediately prior to
the consummation of the Reorganization Event, the consideration (whether cash,
securities or other property) received as a result of the Reorganization Event
by holders of Class B Preferred Shares or Non-Voting Common Shares, as the case
may be, for each Share held immediately prior to the consummation of the
Reorganization Event (and if holders were offered a choice of consideration,
the type of consideration chosen by the holders of a majority of the
outstanding Class B Preferred Shares or Non-Voting Common Shares, as the case
may be; provided, however, that if the consideration received as
a result of the Reorganization Event is not solely common stock of the
acquiring or succeeding corporation (or an affiliate thereof), the Company may,
with the consent of the acquiring or succeeding corporation, provide for the
consideration to be received upon the exercise of Options to consist solely of
common stock of the acquiring or succeeding corporation (or an affiliate
thereof) equivalent in fair market value to the per Share consideration
received by holders of Class B Preferred Shares or Non-Voting Common Shares, as
the case may be, as a result of the Reorganization Event.


Notwithstanding the
foregoing, if the acquiring or succeeding corporation (or an affiliate thereof)
does not agree to assume, or substitute for, such Options, then the Board
shall, upon written notice to the Participants, provide that all then
unexercised Options will become exercisable in full as of a specified time
prior to the Reorganization Event and will terminate immediately prior to the
consummation of such Reorganization Event, except to the extent exercised by
the Participants before the consummation of such Reorganization Event; provided,
however, that in the event of a Reorganization Event under the terms of
which holders of the 


 


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Class B Preferred Shares
or the Non-Voting Common Shares, as the case may be, will receive upon
consummation thereof a cash payment for each Class B Preferred Share or
Non-Voting Common Share, as the case may be, surrendered pursuant to such
Reorganization Event (the “Acquisition Price”), then the Board may instead
provide that all outstanding Options shall terminate upon consummation of such
Reorganization Event and that each Participant shall receive, in exchange
therefor, a cash payment equal to the amount (if any) by which (A) the
Acquisition Price multiplied by the number of Shares subject to such
outstanding Options (whether or not then exercisable), exceeds (B) the
aggregate exercise price of such Options. 
To the extent all or any portion of an Option becomes exercisable solely
as a result of the first sentence of this paragraph, upon exercise of such
Option, the Participant shall receive Shares subject to a right of repurchase
by the Company or its successor at the Option exercise price.  Such repurchase right (1) shall lapse at the
same rate as the Option would have become exercisable under its terms and (2)
shall not apply to any Shares subject to the Option that were exercisable under
its terms without regard to the first sentence of this paragraph.


If any Option provides
that it may be exercised for Shares which remain subject to a repurchase right
in favor of the Company, upon the occurrence of a Reorganization Event, any
Shares of restricted stock received upon exercise of such Option shall be
treated in accordance with Section 9(c)(3) as if they were a Restricted Stock
Award.


(3)           Effect on Restricted Stock Awards.  Upon the occurrence of a Reorganization
Event, the repurchase and other rights of the Company under each outstanding
Restricted Stock Award shall inure to the benefit of the Company’s successor
and shall apply to the cash, securities or other property which the Shares
subject to such Restricted Stock Award were converted into or exchanged for
pursuant to such Reorganization Event in the same manner and to the same extent
as they applied to such Shares.


(4)           Consequences of a Reorganization
Event on Other Awards.  The Board
shall specify the effect of a Reorganization Event on any other Award granted
under the Plan at the time of the grant of such Award.


10.          General
Provisions Applicable to Awards


(a)           Transferability of Awards.  Except as the Board may otherwise determine
or provide in an Award, Awards shall not be sold, assigned, transferred,
pledged or otherwise encumbered by the person to whom they are granted, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution, and, during the life of the Participant, shall be exercisable
only by the Participant.  References to
a Participant, to the extent relevant in the context, shall include references
to authorized transferees.


(b)           Documentation.  Each Award shall be evidenced in such form
(written, electronic or otherwise) as the Board shall determine in its sole and
absolute discretion.  Each Award may
contain terms and conditions in addition to those set forth in the Plan.


(c)           Board Discretion.  Except as otherwise provided by the Plan,
each Award may be made alone or in addition or in relation to any other
Award.  The terms of each Award need not
be identical, and the Board need not treat Participants uniformly.  The granting of an 


 


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Award to a Participant at any time shall neither
entitle such Participant to receive, nor preclude such Participant from
receiving, any subsequent Awards.


(d)           Termination of Status.  The Board shall determine the effect on an
Award of the disability, death, retirement, authorized leave of absence,
termination or other change in the employment or other status of a Participant
and the extent to which, and the period during which, the Participant, the
Participant’s legal representative, conservator, guardian or Designated
Beneficiary may exercise rights under the Award.


(e)           Withholding.  Each Participant shall pay to the Company,
or make provision satisfactory to the Board for payment of, any taxes required
by law to be withheld in connection with Awards to such Participant no later
than the date of the event creating the tax liability.  Except as the Board may otherwise provide in
an Award, when the class of securities to which an Award relates is registered
under the Exchange Act, Participants may satisfy such tax obligations in whole
or in part by delivery of shares of such class, including shares retained from
the Award creating the tax obligation, valued at their Fair Market Value; provided,
however, that the total tax withholding where shares are being used to
satisfy such tax obligations cannot exceed the Company’s minimum statutory
withholding obligations (based on minimum statutory withholding rates for
federal and state tax purposes, including payroll taxes, that are applicable to
such supplemental taxable income).  The
Company may, to the extent permitted by law, deduct any such tax obligations
from any payment of any kind otherwise due to a Participant.  Other than compliance with its withholding
obligations under applicable federal, provincial, state or foreign laws, the
Company does not assume any responsibility for the income or other tax
consequences arising from any Awards to any Participants.


(f)            Amendment of Award.  The Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization, and, for U.S. Participants, converting an Incentive Stock Option
to a Nonstatutory Stock Option, provided that the Participant’s consent
to such action shall be required unless the Board determines that the action,
taking into account any related action, would not materially and adversely
affect the Participant.


(g)           Conditions on Delivery of Shares.  The Company will not be obligated to deliver
any Shares pursuant to the Plan or to remove restrictions from Shares
previously delivered under the Plan until (i) all conditions of the Award have
been met or removed to the satisfaction of the Company, (ii) in the
opinion of the Company’s counsel, all other legal matters in connection with the
issuance and delivery of such Shares have been satisfied, including any
applicable securities laws and any applicable stock exchange or stock market
rules and regulations, and (iii) the Participant has executed and delivered to
the Company such representations or agreements as the Company may consider
appropriate to satisfy the requirements of any applicable laws, rules or
regulations.


(h)           Acceleration.  The Board may at any time provide that any
Award shall become immediately exercisable in full or in part, free of some or
all restrictions or conditions, or otherwise realizable in full or in part, as
the case may be.


 


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11.           Miscellaneous


(a)           No Right To Employment or Other
Status.  No person shall have any
claim or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any
other relationship with the Company. 
The Company expressly reserves the right at any time to dismiss or otherwise
terminate its relationship with a Participant free from any liability or claim
under the Plan, except as expressly provided in the applicable Award.


(b)           No Rights as Shareholder.  Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
shareholder with respect to any Shares to be distributed with respect to an
Award until becoming the record holder of such Shares.  Notwithstanding the foregoing, in the event
the Company effects a split of the Class B Preferred Shares and/or the
Non-Voting Common Shares by means of a stock dividend and the exercise price of
and the number of Class B Preferred Shares or Non-Voting Common Shares, as the
case may be, subject to such Option are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises an Option between the record date and
the distribution date for such stock dividend shall be entitled to receive, on
the distribution date, the stock dividend with respect to the Shares acquired
upon such Option exercise, notwithstanding the fact that such Shares were not
outstanding as of the close of business on the record date for such stock
dividend.


(c)           Effective Date and Term of Plan.  The Plan shall become effective on the date
on which it is adopted by the Board.  No
Awards shall be granted under the Plan after the completion of ten years from
the earlier of (i) the date on which the Plan was adopted by the Board or (ii)
the date the Plan was approved by the Company’s shareholders, but Awards
previously granted may extend beyond that date.


(d)           Amendment of Plan.  The Board may amend, suspend or terminate
the Plan or any portion thereof at any time in its sole and absolute discretion.


(e)           Authorization of Sub-Plans.  The Board may from time to time establish
one or more sub-plans under the Plan for purposes of satisfying applicable blue
sky, securities or tax laws of various jurisdictions.  The Board shall establish such sub-plans by adopting supplements
to this Plan containing (i) such limitations on the Board’s discretion under
the Plan as the Board deems necessary or desirable or (ii) such additional
terms and conditions not otherwise inconsistent with the Plan as the Board shall
deem necessary or desirable.  All
supplements adopted by the Board shall be deemed to be part of the Plan, but
each supplement shall apply only to Participants within the affected
jurisdiction and the Company shall not be required to provide copies of any
supplement to Participants in any jurisdiction which is not the subject of such
supplement.


(f)            Compliance with Applicable Laws.  If any provision of the Plan or any Award
contravenes any law, rules or regulations of any governmental authority, regulatory
authority, stock exchange or similar entity, then such provision shall be
deemed to be amended to the extent required to bring such provision into
compliance with such law, rule or regulation.


 


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(g)           Amendment and Restatement.  This Amended and Restated 2002 Stock
Incentive Plan amends and restates and supersedes in all respects the 2002
Stock Incentive Plan previously adopted by the Board.


(h)           Governing Law.  The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the Province of Ontario and the federal laws of Canada applicable therein.


 


 


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