Unassociated Document




 


Exhibit
4.5





EXI
TECHNOLOGIES INC.




1996
STOCK OPTION PLAN (the “Plan”)







1. Purpose
of the Plan




The
purpose of the plan is to assist EXI TECHNOLOGIES INC. (the “Corporation”) in
attracting, retaining and motivating directors, key officers, employees and
consultants of the Corporation and of its subsidiaries and to closely align the
personal interests of such directors, officers, employees and consultants with
those of the shareholders by providing them with the opportunity, through
options, to acquire common shares of the Corporation.




2. Implementation




The grant
and exercise of any options under the Plan are subject to compliance with the
applicable requirements of each stock exchange on which the shares of the
Corporation are or become listed and of any governmental authority or regulatory
body to which the Corporation is subject.




3. Administration




The Plan
shall be administered by the board of directors of the Corporation which shall,
without limitations, have full and final authority in its discretion, but
subject to the express provisions of the Plan, to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to it and to make
all other determinations deemed necessary or advisable for the administration of
the Plan. The board of directors may delegate any or all of its authority with
respect to the administration of the Plan and any or all of the rights, powers
and discretions with respect to the Plan granted to it under this Plan to
the


























Executive
Committee or such other committee of directors of the Corporation as the Board
of directors may designate. Upon any such delegation the Executive Committee or
other committee of directors, as the case may be, as well as the board of
directors, shall be entitled to exercise any or all of such authority, rights,
powers and discretions with respect to the Plan. When used in the context of
this Plan, “board of directors” shall be deemed to include the Executive
Committee or other committee of directors acting on behalf of the board of
directors.




4. Number
of Shares Under Plan




A maximum
number of common shares equal to 10 percent of the issued and outstanding common
shares of the Corporation, from time to time, (the “Optioned Shares”) shall be
reserved, set aside and made available for issuance in accordance with the Plan
provided that in no event shall options be granted entitling any single
individual to purchase in excess of five percent of the then outstanding shares
in the Corporation. If option rights granted to an individual under the Plan
shall expire or terminate for any reason without having been exercised in
respect of certain Optioned Shares, such Optioned Shares may be made available
for other options to be granted under the Plan.




5. Eligibility




Options
may be granted under the Plan to any person who is a director, officer, employee
or consultant of the Corporation, or of its subsidiaries, as the board of
directors may from time to time designate as a participant under the Plan (a
“Participant”). Subject to the provisions of the Plan, the total number of
Optioned Shares to be made available under the Plan and to each Participant, the
time or times and price or prices at which options shall be granted, the time or
times at which such options are exercisable, and any conditions or restrictions
on the exercise of options, shall be in the full and final discretion of the
board of directors.





























6. Terms
and Conditions





	 	
      (a)
	
      Exercise
      Price







The
exercise price to each Participant for each Optioned Share shall be as
determined by the board of directors, but shall in no event be less than the
market price of the common shares of the Corporation on The Alberta Stock
Exchange, or such other exchange on which the common shares are listed at the
time of the grant of the option, less the maximum discount permitted under the
policies of The Alberta Stock Exchange or such other exchange on which the
common shares are listed, or such other price as may be agreed to by the
Corporation and approved by The Alberta Stock Exchange or such other exchange on
which the common shares are listed.





	 	
      (b)
	
      Option
      Agreement







All
options shall be granted under the Plan by means of an agreement between the
Corporation and each Participant (the “Option Agreement”) in the form as may be
approved by the board of directors, such approval to be conclusively evidenced
by the execution of the Option Agreement by any one director or officer of the
Corporation.





	 	
      (c)
	
      Length
      of Grant







All
options granted under the Plan shall expire not later than the fifth anniversary


of the
date such Options were granted.





	 	
      (d)
	
      Non-Assignability
      of Options







An option
granted under the Plan shall not be transferable or assignable (whether
absolutely or by way of mortgage, pledge or other charge) by a Participant other
than by will or other testamentary instrument or the laws of succession and may
be exercisable during the lifetime of the Participant and only by the
Participant.






























	 	
      (e)
	
      Right
      to Postpone Exercise







Each
Participant, upon becoming entitled to exercise the option in respect of any
optioned Shares in accordance with the Option Agreement, shall be entitled to
exercise the option to purchase such Optioned Shares at any time prior to the
expiration or other termination of the Option Agreement.




(f) Exercise
and Payment




Any
option granted under the Plan may be exercised by a Participant or the legal
representative of a Participant giving notice to the Corporation specifying the
number of shares in respect of which such option is being exercised, accompanied
by payment (by cash or certified cheque payable to the Corporation). Of the
entire exercise price (determined in accordance with the Option Agreement) for
the number of shares specified in the notice. Upon any such exercise of an
option by a Participant the Corporation shall cause the transfer agent and
registrar of the common shares of the Corporation to promptly deliver to such
Participant or the legal representative of such Participant, as the case may be,
a share certificate in the name of such Participant or the legal representative
of such Participant, as the case may be, representing the number of shares
specified in the notice.





	 	
      (g)
	
      Rights
      of Participants







The
Participants shall have no rights as shareholders in respect of any of the
Optioned Shares (including, without limitation, any right to receive dividends
or other distributions, voting rights, warrants or rights under any rights
offering) other than Optioned Shares in respect of which Participants have
exercised their option to purchase and which have been issued by the
Corporation.





	 	
      (h)
	
      Third
      Party Offer







If, at
any time when an option granted under the Plan remains unexercised with respect
to any Optioned Shares, an Offer to purchase all of the common shares of
the


























Corporation
is made by a third party, the Corporation shall use its best efforts to bring
such offer to the attention of the Participants as soon as practicable and the
Corporation may, at its option, require the acceleration of the time for the
exercise of the option rights granted under the Plan and of the time for the
fulfillment of any conditions or restrictions on such exercise.





	 	
      (i)
	
      Alterations
      in Shares







In the
event of a share dividend, share split, issuance of shares or instruments
convertible into common shares (other than pursuant to the Plan) for less than
market value, share consolidation, share reclassification, exchange of shares,
recapitalization, amalgamation merger, consolidation, corporate arrangement,
reorganization, liquidation or the like of or by the Corporation, the board of
Directors may make such adjustment, if any, of the number of Optioned Shares, or
of the exercise price, or both, as it shall deem appropriate to give proper
effect to such event, including to prevent, to the extent possible, substantial
dilution or enlargement of rights granted to Participants under the Plan. In any
such event, the maximum number of shares available under the Plan may be
appropriately adjusted by the board of directors. If because of a proposed
merger, amalgamation or other corporate arrangement or reorganization, the
exchange or replacement of shares in the Corporation of those in another company
is imminent, the board of directors may, in a fair and equitable manner,
determine the manner in which all unexercised option rights granted under the
Plan shall be treated including, for example, requiring the acceleration of the
time for the exercise of such rights by the Participants and of the time for the
fulfillment of any conditions or restrictions on such exercise. All
determinations of the board of directors under this paragraph 6(i) shall be full
and final.





	 	
      (j)
	
      Termination







Subject
to paragraph 6(k), if a Participant is dismissed as an officer, employee or
consultant by the Corporation or by one of its subsidiaries for cause, all
unexercised option rights of that Participant under the Plan shall immediately
terminate, notwithstanding the original term of the option granted to such
Participant under the Plan.


























(k) Disability
or Retirement




Notwithstanding
paragraph 6(j), if a Participant ceases to be an officer, employee or consultant
of the Corporation or of one of its subsidiaries as a result of:






	 	
      (i)
	
      disability
      or illness preventing the President from performing the duties routinely
      performed by such Participant;









	 	
      (ii)
	
      retirement
      at the normal retirement age prescribed by the Corporation pension
      plan;




 



	 	
      (iii)
	
      
      resignation;
      or





 



	 	
      (iv)
	
      such
      other circumstances as may be approved by the board of
      directors;







such
Participant shall have the right for a period not exceeding 90 days from the
date of ceasing to be an officer, employee, consultant or director (or, if
earlier, until the expiry date of the option rights of the Participant pursuant
to the terms of the Option Agreement) to exercise the option under the Plan with
respect to all Optioned Shares of such Participant to the extent they were
exercisable on the date of ceasing to be an officer, employee, consultant or
director. Upon the expiration of such 90 days period (or such earlier expiry
date as provided for in the Option Agreement ) all unexercised option rights of
that Participant shall immediately terminate and shall lapse notwithstanding the
original term of the option granted to such Participant under the
Plan.





	 	
      (l)
	
      Deceased
      Participant







In the
event of the death of any Participant, the legal representatives of the deceased
Participant shall have the right for a period not exceeding one year from the
date of death of the deceased Participant (or such shorter period being, until
the expiry date of the option rights of the Participant pursuant to the terms of
the Option Agreement) to exercise the deceased Participant’s option with respect
to all of the Optioned Shares of the deceased Participant to the extent they
were exercisable on the date of death. Upon


























the
expiration of such period all unexercised option rights of the deceased
Participant shall immediately terminate, notwithstanding the original term of
the option granted to the deceased Participant under the Plan.




7.
 Amendment
and Discontinuance of Plan




The board
of directors may from time to time amend or revise the terms of the Plan or may
discontinue the Plan at any time, provided that no such action may in any manner
adversely affect the rights under any options earlier granted to a Participant
under the Plan without the consent of that Participant.




8. No
Further Rights




Nothing
contained in the plan nor in any option granted under this Plan shall give any
participant or any other person, 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 other than as set out
in the Plan and pursuant to the exercise of any option, nor shall it confer upon
the Participants any right to continue as an employee, officer, consultant or
director of the Corporation or of its subsidiaries.




9. Compliance
with Laws




The
obligations of the Corporation to sell common shares and deliver share
certificates under the Plan are subject to such compliance by the Corporation
and the Participants as the Corporation deems necessary or advisable with all
applicable corporate and securities laws, rules and regulations.




10. Gender




The use
of the masculine gender in this Plan shall be deemed to include or be replaced
by the feminine gender where appropriate to the particular
Participant.