kl09005_ex4-12.htm


    
      
        

      
Exhibit 4.12

     

     

    
       

       

      HELIX
BIOPHARMA CORP.

      2000
STOCK OPTION PLAN

       

      As
Amended And Restated As Of November 30, 2000

       

      The Board
of Directors of Helix BioPharma Corp. (the “Company”) has adopted this Stock
Option Plan pursuant to which directors, officers, Consultants and employees of
the Company or any affiliate of the Company may be granted options to purchase
Common Shares in the capital of the Company and thereby share in the future
growth and success of the Company.

       

           ARTICLE 1 -
DEFINITIONS

       

      1.1    In this
Plan, unless there is something in the subject matter or context inconsistent
therewith:

       

      
        	
                (a)

              	
                “affiliate”
      has the meaning ascribed thereto in section 1 of the Canada Business
      Corporations Act;

              


      

       

      
        	
                (b)

              	
                “Board”
      or “Board of Directors” means the board of directors of the
      Company;

              


      

       

      
        	
                (c)

              	
                “Change
      of Control” means an occurrence when
either:

              


      

       

      
        	
                (i)

              	
                a
      Person (other than the current Control Person of the Company, if any)
      becomes a Control Person, or

              


      

       

      
        	
                (ii)

              	
                a
      majority of the directors elected at any annual or extraordinary general
      meeting of shareholders of the Company are not individuals nominated by
      the Company’s then-incumbent Board;

              


      

       

      
        	
                (d)

              	
                “Control
      Person” means

              


      

       

      
        	
                (i)

              	
                a
      person who holds a sufficient number of the voting rights attached to all
      outstanding voting securities of an issuer to affect materially the
      control of the Company, or

              


      

       

      
        	
                (ii)

              	
                each
      person in a combination of persons, acting in concert by virtue of an
      agreement, arrangement, commitment or understanding, written or verbal,
      which holds in total a sufficient number of the voting rights attached to
      all outstanding voting securities of the Company to affect materially the
      control of the Company,

              


      

       

      and, if a
person or combination of persons holds more than 20% of the voting rights
attached to all outstanding voting securities of the Company, the person or
combination of persons is deemed, in the absence of evidence to the contrary, to
hold a sufficient number of the voting rights to affect materially the control
of the Company;

       

      
        	
                (e)

              	
                “Consultant”
      has the meaning set forth in Ontario Securities Commission Rule 45-503, or
      in such other exemption from the prospectus and registration requirements
      of the relevant Securities Laws as may be
  applicable;

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
                (f)

              	
                “Common
      Shares” mean the Common Shares without par value in the capital of the
      Company as constituted on April 25, 1996, provided that if the rights of
      any Optionee are subsequently adjusted pursuant to Article 11 hereof,
      “Common Shares” will thereafter mean the shares or other securities or
      property which such Optionee is entitled to purchase after giving effect
      to such adjustment;

              


      

       

      
        	
                (g)

              	
                “Company”
      means Helix BioPharma Corp. and its lawful successors from time to
      time;

              


      

       

      
        	
                (h)

              	
                “Disability”
      means a medically determinable physical or mental impairment expected to
      result in death or to last for a continuous period of not less than 12
      months, and which causes an individual to be unable to engage in any
      substantial gainful activity;

              


      

       

      
        	
                (i)

              	
                “Eligible
      Persons” means any director, employee, officer or Consultant of the
      Company or its affiliates;

              


      

       

      
        	
                (j)

              	
                “Option”
      means an option entitling the holder thereof to purchase Common Shares as
      described herein and granted to an Eligible Person of the Company pursuant
      to the terms and conditions hereof and as evidenced by an Option
      Agreement;

              


      

       

      
        	
                (k)

              	
                “Option
      Agreement” means an agreement evidencing an Option, entered into by and
      between the Company and an
Optionee;

              


      

       

      
        	
                (l)

              	
                “Option
      Exercise Price” means the price per Common Share at which an Optionee may
      purchase Common Shares pursuant to an Option, provided that if such price
      is adjusted pursuant to Article 11 hereof, “Option Exercise Price” will
      thereafter mean the price per Common Share at which such Optionee may
      purchase Common Shares pursuant to such Option after giving effect to such
      adjustment;

              


      

       

      
        	
                (m)

              	
                “Optionee”
      means an Eligible Person of the Company who holds an Option under this
      Plan;

              


      

       

      
        	
                (n)

              	
                “Person”
      means a natural person, company, government, or political subdivision or
      agency of a government; and where two or more Persons act as a
      partnership, limited partnership, syndicate or other group for the purpose
      of acquiring, holding or disposing of securities of an issuer, such
      syndicate or group shall be deemed to be a
  Person;

              


      

       

      
        	
                (o)

              	
                “Plan”
      means this Stock Option Plan, as it may be amended, modified or restated
      from time to time pursuant to and in accordance with the provisions
      hereof;

              


      

       

      
        	
                (p)

              	
                “President”
      means the President of the Company appointed by the Board of Directors;
      and

              


      

       

      
        	
                (q)

              	
                “Securities
      Laws” means the applicable securities laws and regulations of Canada or of
      the United States, or any political subdivision of either, or the by-laws,
      rules and regulations of any stock exchange or other trading facilities
      upon which the Common Shares are listed or traded, as the case may
      be.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

           ARTICLE 2 - PURPOSE OF THE
PLAN

       

      2.1    The
purpose of this Plan is to promote the interests of the Company by:

       

      
        	
                (a)

              	
                attracting
      and retaining persons of outstanding competence to act as Eligible Persons
      of the Company and its affiliates;
and

              


      

       

      
        	
                (b)

              	
                further
      identifying the interests of Eligible Persons with those of the members of
      the Company generally by encouraging Eligible Persons to acquire share
      ownership in the Company.

              


      

       

      The
Company believes that these purposes may be best accomplished by granting to
Eligible Persons options to purchase Common Shares.

       

           ARTICLE 3 - EFFECTIVE DATE OF THE
PLAN

       

      3.1    The
effective date of this Plan is April 25, 1996.

       

           ARTICLE 4 - SHARES SUBJECT TO THE
PLAN

       

      4.1    Subject
to Article 11, the number of Common Shares which are subject to Options granted
pursuant to this Plan shall not exceed 3,500,000, subject to regulatory and
shareholder approval. In calculating the foregoing 3,500,000 Common Shares, the
Board shall include all Common Shares subject to Options outstanding as at
November 30, 2000, which equals 1,215,500 Common Shares.

       

      4.2    Subject
to Section 4.1 and Article 11, the number of Common Shares which are subject to
Options granted to any one Person may not exceed 5% of the issued and
outstanding Common Shares of the Company.

       

           ARTICLE 5 - ADMINISTRATION OF
PLAN

       

      5.1    This Plan
shall be administered by the Board of the Company, who, subject to the
provisions of this Plan, may establish from time to time such rules and
regulations, make such determinations and to take such steps in connection with
the Plan as in the opinion of the Board are necessary or desirable for the
proper administration of this Plan.

       

      5.2    The Board
may, from time to time, appoint a committee of the Board made up of one or more
directors for purposes of administering this Plan and exercising all powers of
the Board hereunder.

       

      5.3    The Board
shall have the power, where consistent with the general purpose and intent of
the Plan and subject to the specific provisions of the Plan:

       

      
        	
                (a)

              	
                to
      establish policies and to adopt rules and regulations for carrying out the
      purposes, provisions and administration of the Plan, provided that the
      administration of the plan shall in all respects be consistent with the
      policies, rules and regulations of any stock exchange and other trading
      facilities upon which the Common Shares are listed or
    traded;

              


      

       

      
        	
                (b)

              	
                to
      interpret and construe the Plan and to determine all questions arising out
      of the Plan and any Option granted pursuant to the Plan, and any such
      interpretation, construction or termination made by the Committee shall be
      final, binding and conclusive for all
purposes;

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
                (c)

              	
                to
      determine to which Eligible Persons Options are granted and to grant
      Options;

              


      

       

      
        	
                (d)

              	
                to
      determine the number of shares covered by each
  Option;

              


      

       

      
        	
                (e)

              	
                to
      determine the Option Exercise Price for each Option, provided that such
      Option Exercise Price may not be less than the closing price of the Common
      Shares on The Toronto Stock Exchange on the trading day immediately
      preceding the date of grant of the
Option;

              


      

       

      
        	
                (f)

              	
                to
      determine the time or times when Options will be granted and
      exercisable;

              


      

       

      
        	
                (g)

              	
                to
      determine any vesting schedule upon which the exercise of an Option is
      contingent;

              


      

       

      
        	
                (h)

              	
                to
      determine if the Common Shares that are subject to an Option will be
      subject to any restrictions upon the exercise of such Option;
      and

              


      

       

      
        	
                (i)

              	
                to
      prescribe the form of Option Agreement relating to the grant, exercise and
      other terms and provisions of the
Options.

              


      

       

           ARTICLE 6 - TRANSFERABILITY OF
OPTIONS

       

      6.1    All
Options shall be non-transferable and non-assignable.

       

              
ARTICLE 7 – TERM AND EARLY TERMINATION
OF OPTIONS

       

      7.1    Each
Option granted pursuant to this Plan shall expire automatically on the earlier
of:

       

      
        	
                (a)

              	
                the
      date on which such Option is exercised in respect of all of the Common
      Shares that may be purchased
thereunder;

              


      

       

      
        	
                (b)

              	
                the
      expiry date of such Option as determined by the Board, which in no event
      may exceed ten years from the date of the original grant of the
      Option;

              


      

       

      
        	
                (c)

              	
                the
      date of any sale, transfer, assignment or hypothecation, or any attempted
      sale, transfer, assignment or hypothecation, of such Option in violation
      of Section 6.1;

              


      

       

      
        	
                (d)

              	
                subject
      to sub-paragraph (f), one year after the date on which the Optionee is no
      longer a director of the Company or an affiliate of the Company, provided
      that the Optionee has no ongoing business relationship with the Company or
      an affiliate of the Company as a director, officer, employee or Consultant
      of the Company or such an
affiliate;

              


      

       

      
        	
                (e)

              	
                the
      date not less than 30 days nor more than one year, as is determined by the
      Board at the time the Option is granted (the “Basic Period”), from the
      date of retirement or termination of employment, other than for just
      cause, of an Optionee who is an employee, officer or Consultant of the
      Company or an affiliate of the Company, provided that the Optionee has no
      ongoing business relationship with the Company or an affiliate of the
      Company as an employee, officer or Consultant, and provided further that
      the Option Agreement respecting such
Option:

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
                (i)

              	
                may
      permit the Optionee to apply to the Board, at any time during the term of
      the Option and prior to expiry of the Basic Period, to extend the Basic
      Period up to but not beyond one year following the date of retirement or
      termination, which the Board shall be authorized to do in its sole
      discretion; and

              


      

       

      
        	
                (ii)

              	
                may
      further provide for a longer Basic Period as determined by the Board at
      the time of the Option grant, (such longer Basic Period being the “Change
      of Control Period”), where the retirement or termination occurs within
      such period of time following a Change of Control as is determined by the
      Board in each case, provided that such Change of Control Period shall not
      extend beyond one year following the date of retirement or
      termination;

              


      

       

      
        	
                (f)

              	
                where
      the Optionee’s position as an employee, officer, Consultant or director of
      the Company or an affiliate of the Company is removed or terminated for
      just cause, and the Optionee has no continuing business relationship with
      the Company or an affiliate of the Company as an employee, officer,
      Consultant or director, the date of such termination for just cause;
      and

              


      

       

      
        	
                (g)

              	
                where
      the Optionee ceases to be an Eligible Person of the Company by reason of
      the death or Disability of such Optionee, one year following the date of
      the death or the date of termination by reason of Disability of such
      Optionee.

              


      

       

      7.2    The
retirement of any Optionee as a director of the Company at any annual meeting of
the Company as required by the Articles of the Company shall not result in the
termination of the Option granted to such Optionee provided that such Optionee
is re-elected at such annual meeting as a director of the Company.

       

      7.3    Employment
shall be deemed to continue intact during any sick leave or other bona fide
leave of absence unless and until the Employee’s employment is officially
terminated.

       

              
ARTICLE 8 - EXERCISE OF
OPTIONS

       

      8.1    Subject
to the provisions of the Plan, an Option may be exercised from time to time by
delivery to the Company at its registered or head office of a written notice of
exercise addressed to the Secretary of the Company specifying the number of
Common Shares with respect to which the Option is being exercised and
accompanied by payment in full of the Option Exercise Price of the Common Shares
to be purchased.

       

      8.2    Certificates
for such Common Shares shall be issued and delivered to the Optionee within a
reasonable time following the receipt of such notice and payment.

       

      8.3    Notwithstanding
any of the provisions contained in the Plan or in any Option, the Company’s
obligation to issue Common Shares to an Optionee pursuant to the exercise of an
Option shall be subject to:

       

      
        	
                (a)

              	
                completion
      of such registration or other qualification of such Common Shares or
      obtaining approval of such governmental authority as the Company shall
      determine to be necessary or advisable in connection with the
      authorization, issuance or sale
thereof;

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
                (b)

              	
                the
      admission of such Common Shares to listing on any stock exchange on which
      the Common Shares may be then listed;
and

              


      

       

      
        	
                (c)

              	
                the
      receipt from the Optionee of such representations, agreements and
      undertaking, including as to future dealings in such Common Shares, as the
      Company or its counsel determines to be necessary or advisable in order to
      safeguard against the violation of the securities laws of any
      jurisdiction.

              


      

       

      In this
connection, the Company shall, to the extent necessary, take all reasonable
steps to obtain such approvals, registrations and qualifications as may be
necessary for the issuance of such Common Shares in compliance with applicable
Securities Laws and for the listing of such Common Shares on any stock exchange
on which the Common Shares are then listed. However, the Company’s inability to
obtain such approvals, registrations and qualifications from any regulatory body
having jurisdiction, which authority is deemed by the Company’s counsel to be
necessary to the lawful issuance and sale of any Common Shares hereunder, shall
relieve the Company of any liability with respect to the failure to issue or
sell such Common Shares.

       

               ARTICLE 9 - NOTICE TO COMMISSIONS AND
EXCHANGES

       

      9.1    The
Company will give notice to all applicable securities commissions and other
regulatory bodies in Canada and the United States and all applicable stock
exchanges and other trading facilities upon which the Common Shares are listed
or traded, as may be required, of its adoption of this Plan and of its entering
into Option Agreements with Eligible Persons and the terms and conditions for
the purchase of Common Shares under such Option Agreements, and will use all
reasonable efforts to obtain any requisite approvals as may be required from
such bodies, exchanges and trading facilities.

       

           
    ARTICLE 10 -
SUSPENSION, AMENDMENT OR TERMINATION

       

      10.1    The Board
of Directors shall have the right at any time to suspend, amend or terminate
this Plan in any manner including, without limitation, to reflect any
requirements of applicable regulatory bodies or stock exchanges, and on behalf
of the Company to enter into amendments to any Option Agreement, subject to the
prior written consent of The Toronto Stock Exchange or such other stock exchange having jurisdiction over the Company where required, but
shall not, without obtaining, within 12 months either before or after the
Board’s adoption of a resolution authorizing such action, the consent of the
shareholders of the Company, have the right to:

       

      
        	
                (a)

              	
                affect
      in a manner that is adverse or prejudicial to, or that impairs, the
      benefits and rights of any Optionee under any Option previously granted
      under this Plan except for the purpose of complying with the Securities
      Laws;

              


      

       

      
        	
                (b)

              	
                increase
      the aggregate number of Common Shares which may be issued under this
      Plan;

              


      

       

      
        	
                (c)

              	
                change
      the number of Common Shares which may be issued pursuant to any Option
      granted under this Plan (subject to any necessary adjustment pursuant to
      Article 11 hereof);

              


      

       

      
        	
                (d)

              	
                change
      the Option Exercise Price at which Common Shares may be purchased pursuant
      to any Option granted under this Plan (subject to any necessary adjustment
      pursuant to Article 11 hereof);

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
                (e)

              	
                change
      the term of any Option;

              


      

       

      
        	
                (f)

              	
                materially
      modify the requirements as to eligibility for participation in this Plan;
      or

              


      

       

      
        	
                (g)

              	
                materially
      increase the benefits accruing to Optionees under this
    Plan.

              


      

       

             ARTICLE 11 -
ADJUSTMENT

       

      11.1    The
Option Exercise Price and the number of Common Shares to be purchased by an
Optionee upon the exercise of an Option will be adjusted, with respect to the
then unexercised portion thereof, by the Company from time to time (on the basis
of such advice as the Company considers appropriate, including, if considered
appropriate by the Company, a certificate of the auditors of the Company) in the
events and in accordance with the provisions and rules set out below. Any
dispute that arises at any time with respect to any adjustment pursuant to such
provisions and rules will be conclusively determined by the Company, and any
such determination will be binding on the Company, the Optionee and all other
affected parties.

       

      11.2    In the
event that a dividend is declared upon the Common Shares payable in Common
Shares (other than in lieu of dividends paid in the ordinary course), the number
of Common Shares then subject to any Option shall be adjusted by adding to each
such Common Share the number of Common Shares which would be distributable
thereon if such Common Share had been outstanding on the date fixed for
determining members entitled to receive such stock dividend.

       

      11.3    In the
event that the outstanding Common Shares are changed into or exchanged for a
different number of kind of Common Shares or other securities of the Company or
of another company, whether through an arrangement, amalgamation or other
similar procedure or otherwise, or a share recapitalization, subdivision or
consolidation, then there shall be substituted for each Common Share subject to
any Option the number and kind of Common Shares or other securities of the
Company or another company into which each outstanding Common Share shall be so
changed or for which each such Common Share shall be exchanged.

       

      11.4    In the
event that there is any change, other than as specified above in this Article
11, in the number or kind of outstanding Common Shares or of any securities into
which such Common Shares shall have been changed or for which they shall have
been exchanged, then, only with the prior written consent of The Toronto Stock
Exchange, or such other stock exchange having jurisdiction over the Company, if
the Company determines that such change equitably requires an adjustment to be
made in the number or kind of Common Shares, an equitable adjustment shall be
made in the number or kind of Common Shares, such adjustment to be reasonably
determined by the Company and to be effective and binding for all purposes,
subject to the prior consent of The Toronto Stock Exchange.

       

      11.5    In the
case of any such substitution or adjustment as provided for in this Article 11,
the Option Exercise Price in respect of each Option for each Common Share
covered thereby prior to such substitution or adjustment will be proportionately
and appropriately varied. Such variation shall generally require that the number
of Common Shares or securities covered by the Option after the relevant event
multiplied by the varied Option Exercise Price shall equal the number of Common
Shares covered by the Option prior to the relevant event multiplied by the
original Option Exercise Price.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      11.6    In the
event that the Company distributes by way of a dividend, or otherwise, to all or
substantially all holders of Common Shares, property, evidence of indebtedness
or shares or other securities of the Company (other than Common Shares) or
rights, options or warrants to acquire Common Shares or securities convertible
into or exchangeable for Common Shares or other securities or property of the
Company, other than as a dividend in the ordinary course, then, if the Company
determines that such action equitably requires an adjustment in the Option
Exercise Price or number of Common Shares subject to any Option, or both, such
adjustment shall be made by the Company and shall be effective and binding for
all purposes.

       

      11.7    No
adjustment or substitution provided for in this Article 11 shall require the
Company to issue a fractional share in respect of any Option and the total
substitution or adjustment with respect to each Option shall be limited
accordingly.

       

      11.8    In the
event that, at the time of exercise of an Option, there is no public market for
the Common Shares or for securities substituted therefor as provided by this
Article 11, the obligations under the Option shall be met by a payment in cash
in such amount as is reasonably determined by the Company to be fair and
equitable in the circumstances.

       

      11.9    The Board
shall have the right to accelerate the vesting schedule of any Option. Upon a
Change of Control, all Options granted under this Plan shall immediately vest,
notwithstanding any contingent vesting provision to which such Options may have
otherwise been subject.

       

             ARTICLE 12 -
REFERENCE

       

      12.1    The
holders of an Option shall not have any right to vote or receive dividends or
any other rights as a shareholder of the Company with respect to any Common
Shares covered by such Option until such holder shall have exercised such Option
in accordance with the terms of the Plan (including tendering payment in full of
the Option Exercise Price of the Common Shares in respect of which the Option is
being exercised) and the Company shall issue such Common Shares to the Optionee
in accordance with the terms of the Plan in those circumstances.

       

      12.2    Nothing
in the Plan or any Option shall confer upon any Optionee any right to continue
in the employ of the Company or any affiliate of the Company or affect in any
way the right of the Company or any such affiliate to terminate his employment
at any time; nor shall anything in the Plan or any Option be deemed or construed
to constitute an agreement, or an expression of intent, on the part of the
Company or any such affiliate to extend the employment of any Optionee beyond
the time that he would normally be retired pursuant to the provisions of any
present or future retirement plan of the Company or any affiliate of the Company
or any present or future retirement policy of the Company or any affiliate of
the Company, or beyond the time at which he would otherwise be retired pursuant
to the provisions of any contract of employment with the Company or any
affiliate of the Company.

       

      12.3    Optionees
shall be under no obligation to exercise Options granted under this
Plan.

       

      12.4    References
herein to any gender include all genders.

       

      12.5    The
headings used in this Plan are for convenience of reference only and shall not
in any way affect or be used in interpreting any of the provisions of this
Plan.

       

             ARTICLE 13 –
TRANSITIONAL

       

      13.1    Upon
receipt of shareholder approval of this Plan, as amended and restated as of
November 30, 2000, the Board shall be authorized to amend, at any time and from
time to time, all or any of the Options and Option Agreements outstanding at the
time of such approval as the Board may determine necessary or advisable or may
otherwise deem appropriate, to conform such Option Agreements to this Plan as so
amended and restated, including without limitation, to provide in such Option
Agreements for a different Basic Period than that to which such Options were
originally subject, and / or to provide for a Change of Control
Period.