Exhibit 4.1





EXHIBIT 4.1


MICROMEM TECHNOLOGIES INC.



STOCK OPTION PLAN


 

    
	1.	PURPOSE OF THE PLAN
	 	 	 	 
	
    1.1	
    The purpose of the Plan is to attract, retain and motivate persons with the
    required training, experience and leadership as directors, officers,
    employees and key service providers of the Corporation and its Subsidiaries
    and to advance the interests of the Corporation by providing such persons
    with the opportunity, through share options, to acquire an increased
    proprietary interest in the Corporation. This Plan shall serve to
    consolidate the Corporation's 1999 Stock Option Plan and 2000 Stock Option
    Plan upon receipt of all requisite corporate and regulatory approvals in
    connection with this Plan.
	 	 	 	 
	2.	
    DEFINED TERMS
	 	 	 	 
	 	
    Where used herein, the following terms shall have the following meanings,
    respectively:
	 	 	 	 
	2.1	
    "Board" shall mean the board of directors of the Corporation;
	 	 	 	 
	2.2	
    "Corporation" means Micromem Technologies Inc.;
	 	 	 	 
	2.3	
    "Eligible Person" means:
	 	 	 	 
	 	
    (i)


    	 	
    any director, officer or employee of the Corporation or any
        Subsidiary, or any other Service Provider (an "Eligible Individual");
        or
	 	 	 	 
	 	
    (ii)


    	 	
    a corporation of which an Eligible Individual is an employee or
        shareholder (an "Employee Corporation");
	 	 
	
    2.4


    	
    "Insider" means any insider, as such term is defined in
    Subsection 1(1) of the Securities Act (Ontario), of the Corporation;
	 	 	 	 
	
    2.5	
     "Market Price" at any date in respect of the Shares means the
    closing sale price of the Shares on the OTC Bulletin Board (or other stock
    exchange on which the Shares are listed and posted for trading from time to
    time as may be selected for such purpose by the Board) on the trading day
    immediately preceding such date. In the event that the Shares did not trade
    on such trading day, the Market Price shall be the average of the bid and
    ask prices in respect of the Shares at the close of trading on such trading
    day. In the event that the Shares are not listed and posted for trading on
    any stock exchange or quotation system, the Market Price shall be the fair
    market value of the Shares as determined by the Board in its sole
    discretion;
	 	 	 	 
	2.6	
    "Option" means an option to purchase Shares granted to an
    Eligible Person under the Plan;
	 	 	 	 
	2.7	
    "Option Price" means the price per Share at which Shares may
    be purchased under an Option, as the same may be adjusted from time to time
    in accordance with Article 8 hereof;



	 	 	 	 
	2.8	
    "Optioned Shares" means the Shares issuable pursuant to an
    exercise of Options;
	 	 	 	 
	2.9	
    "Optionee" means an Eligible Person to whom an Option has been
    granted and who continues to hold such Option;
	 	 	 	 
	2.10	
    "Plan" means this Micromem Technologies Inc. Stock Option
    Plan, as the same may be further amended or varied from time to time;
	 	 	 	 
	2.11	
    "Service Provider" means:
	 	 	 	 
	 	(i)	 	
    an employee or Insider of the Corporation or any Subsidiary; or
	 	 	 	 
	 	(ii)	 	
    any other person or company engaged to provide ongoing management or
    consulting services for the Corporation or for any entity controlled by the
    Corporation;
	 	 	 	 
	2.12	
    "Shares" means the common shares of the Corporation or, in
    the event of an adjustment contemplated by Article 8 hereof, such other
    shares or securities to which an Optionee may be entitled upon the exercise
    of an Option as a result of such adjustment; and
	 	 	 	 
	2.13	
    "Subsidiary" means any corporation which is a subsidiary, as
    such term is defined in Subsection 1(2) of the Business Corporations Act
    (Ontario), of the Corporation.
	 	 	 	 
	3.	
    ADMINISTRATION OF THE PLAN
	 	 	 	 
	3.1	
    The Plan shall be administered by the Board.
	 	 	 	 
	3.2	
    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;
	 	 	 	 
	 	
    (b)	 	
    to interpret and construe the Plan and to determine all questions arising
    out of the Plan or any Option, and any such interpretation, construction or
    determination made by the Board shall be final, binding and conclusive for
    all purposes;
	 	 	 	 
	 	
    (c)


    	 	
    to determine the number of Shares covered by each Option;
	 	 	 	 
	 	
    (d)


    	 	
    to determine the Option Price of each Option;
	 	 	 	 
	 	
    (e)


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


    	 	
    to determine if the Shares which are issuable on the exercise of
        an Option will be subject to any restrictions upon the exercise of such
        Option; and
	 	 	 	 
	 	
    (g)


    	 	
    to prescribe the form of the instruments relating to the grant, exercise and
    other terms of the Options.
	 	 	 	 
	3.3	
    The Board may, in its discretion, require as conditions to the grant
    or exercise of any Option that the Optionee shall have:



	 	 	 	 
	 	
    (a)	 	
     represented, warranted and agreed in form and substance satisfactory
    to the Corporation that he or she is acquiring and will acquire such Option
    and the Shares to be issued upon the exercise thereof or, as the case may
    be, is acquiring such Shares, for his or her own account, for investment and
    not with a view to or in connection with any distribution, that he or she
    has had access to such information as is necessary to enable him or her to
    evaluate the merits and risks of such investment and that he or she is able
    to bear the economic risk of holding such Shares for an indefinite period;
	 	 	 	 
	 	
    (b)


    	 	
    agreed to restrictions on transfer in form and substance satisfactory to the
    Corporation and to an endorsement on any option agreement or certificate
    representing the Shares making appropriate reference to such restrictions
    (including any notation required by any securities regulatory authority,
    stock exchange or trading facility having jurisdiction); and
	 	 	 	 
	 	
    (c)


    	 	
    agreed to indemnify the Corporation in connection with the foregoing.
	 	 	 	 
	
    3.4


    	
    Any Option granted under the Plan shall be subject to the requirement
    that, if at any time counsel to the Corporation shall determine that the
    listing, registration or qualification of the Shares subject to such Option
    upon any securities exchange or under any law or regulation of any
    jurisdiction, or the consent or approval of any securities exchange or any
    governmental or regulatory body, is necessary as a condition of, or in
    connection with, the grant or exercise of such Option or the issuance or
    purchase of Shares thereunder, such Option may not be accepted or exercised
    in whole or in part unless such listing, registration, qualification,
    consent or approval shall have been effected or obtained on conditions
    acceptable to the Board. Nothing herein shall be deemed to require the
    Corporation to apply for or to obtain such listing, registration,
    qualification, consent or approval.
	 	 
	
    3.5	
    This Plan shall be read and interpreted consistently with all applicable
    laws, rules, regulations and policies of any securities regulatory
    authority, stock exchange or trading facility having jurisdiction and, to
    the extent of any inconsistency between the terms of this Plan and the
    provisions of such laws, rules, regulations and policies, the provisions of
    such laws, rules, regulations and policies shall prevail.
	 	 	 	 
	
    
    4.
    


    	
    SHARES SUBJECT TO THE PLAN
	 	 	 	 
	 	
    Options may be granted in respect of authorized and unissued Shares,
    provided that the aggregate number of Shares reserved for issuance upon the
    exercise of all Options granted under the Plan, subject to any adjustment of
    such number pursuant to the provisions of Article 8 hereof, shall not exceed
    13.0 million or such greater number of Shares as may be determined by the
    Board and approved, if required, by the shareholders of the Corporation and
    by any relevant stock exchange or other regulatory authority (including
    shares issuable pursuant to options previously granted and that may be
    granted under the 1999 Stock Option Plan and the 2000 Stock Option Plan).
    Optioned Shares in respect of which Options are not exercised shall be
    available for subsequent Options. No fractional Shares may be purchased or
    issued under the Plan. All Options available for granting or previously
    granted under the 1999 Stock Option Plan and the 2000 Stock Option Plan and
    remaining unexercised at the date hereof shall be governed by and subject to
    the terms of this Plan.
	 	 	 	 
	
    
    5.
    


    	
    ELIGIBILITY; GRANT; TERMS OF OPTIONS
	 	 	 	 
	
    5.1


    	
    Options may be granted to any Eligible Person in accordance with this
    Article 5.
	 	 	 	 
	
    5.2


    	
    Options may be granted by the Corporation to the extent that they have been
    approved by the Board.
	 	 	 	 
	
    5.3


    	
    Subject as herein and otherwise specifically provided in this Article 5, the
    number of Shares subject to each Option, the Option Price of each Option,
    the expiration date of each Option, the extent to which each Option is
    exercisable from time to time during the term of the Option and other terms
    and conditions relating to each such Option shall be determined by the Board
    or a director or officer of the Corporation designated by the Board to make
    such determination.
	 	 	 	 
	
    5.4


    	
    Each Option granted under this Plan shall be exercisable for a
    maximum period of ten (10) years from the date the Option is granted to the Optionee. Subject to this section 5.4, the Board shall, at the time of
    granting an Option, determine the time or times when an Option or a part of
    an Option shall be exercisable.
	 	 	 	 
	
    5.5


    	
    Subject to any adjustments pursuant to the provisions of Article 8 hereof,
    the Option Price of any Option shall in no circumstances be lower than the
    Market Price on the date on which the grant of the Option is approved by the
    Board unless otherwise permitted under applicable laws, rules and
    regulations and the rules of any stock exchange or trading facility through
    which the Shares may be traded from time to time. If, as and when any Shares
    have been duly purchased and paid for under the terms of an Option, such
    Shares shall be conclusively deemed allotted and issued as fully paid
    non-assessable Shares at the price paid therefore.
	 	 	 	 
	
    5.6


    	
    An Option is personal to the Optionee and non-assignable (whether by
    operation of law or otherwise), except as provided for herein. Upon any
    attempt to transfer, assign, pledge, hypothecate or otherwise dispose of an
    Option contrary to the provisions of the Plan, or upon the levy of any
    attachment or similar process upon an Option, the Option shall, at the
    election of the Corporation, cease and terminate and be of no further force
    or effect whatsoever.
	 	 	 	 
	
    
    6.
    


    	
    TERMINATION OF EMPLOYMENT, DEATH
	 	 	 	 
	
    6.1


    	
    Subject to Sections 6.2 and 6.3 hereof and to any express resolution
    passed by the Board with respect to an Option, an Option and all rights to
    purchase Shares pursuant thereto shall expire and terminate immediately upon
    the Optionee who holds such Option ceasing to be an Eligible Person.
	 	 
	
    6.2


    	
    If, before the expiry of an Option in accordance with the terms
    thereof, an Optionee shall cease to be an Eligible Person (an "Event of
    Termination") for any reason other than the termination for "cause" of his
    or her employment with the Corporation or any Subsidiary then the Optionee
    may:
	 	 	 	 
	 	
    (a)


    	 	
    exercise the Option to the extent that he or she was entitled to
        do so at the time of such Event of Termination, at any time up to and
        including, but not after, the forty-fifth (45th) day after
        the date of such Event of Termination, or prior to the close of business
        on the expiration date of the Option, whichever is earlier; and
	 	 	 	 
	 	
    (b)	 	
    with the prior written consent of the Board, which consent may be
        withheld arbitrarily in the Corporation's sole discretion, exercise any
        part of the Option which was not exercisable at the time of the
        occurrence of the Event of Termination at any time up to and including,
        but not after, the ninetieth (90th) day after the date of
        such Event of Termination, or prior to the close of business on the
        expiration date of the Option, whichever is earlier, to purchase all or
        any of the Optioned Shares as the Board may designate but not exceeding
        the number of Optioned Shares the Optionee would have otherwise been
        entitled to purchase pursuant to the Option had the Optionee's status as
        an Eligible Person been maintained for the term of the Option.
	 	 	 	 
	
    6.3


    	
    If an Optionee dies before the expiry of an Option in accordance with
    the terms thereof, the Optionee's legal representative(s) may, subject to
    the terms of the Option and the Plan:
	 	 	 	 
	 	
    (a)	 	
    exercise the Option to the extent that the Optionee was entitled
        to do so at the date of his or her death at any time up to and
        including, but not after, the date which is one year after the date of
        death of the Optionee, or prior to the close of business on the
        expiration date of the Option, whichever is earlier; and
	 	 	 	 
	 	
    (b)	 	
    with the prior written consent of the Board, exercise at any time
        up to and including, but not after, the date which is one year after the
        date of death of the Optionee, or prior to the close of business on the
        expiration date of the Option, whichever is earlier, any part of the
        Option which was not exercisable at the time of the Optionee's death to
        purchase all or any of the Optioned Shares as the Board may designate
        but not exceeding the number of Optioned Shares the Optionee would have
        otherwise been entitled to purchase had the Optionee survived.
	 	 	 	 
	
    6.4


    	
    For greater certainty, Options shall not be affected by any change of
    employment of the Optionee or by the Optionee ceasing to be a director of
    the Corporation provided that the Optionee continues to be an Eligible
    Person.
	 	 	 	 
	6.5	
    For the purposes of this Article 6, a determination by the
    Corporation that an Optionee was discharged for "cause" shall be binding on
    the Optionee; provided, however, that such determination shall not be
    conclusive of the Optionee's potential entitlement to damages for the loss
    of the right to exercise an Option in the event that a court of competent
    jurisdiction ultimately determines that the discharge was without "cause".
	 	 	 	 
	6.6	
    If the Optionee is an Employee Corporation, the references to the
    Optionee in this Article 6 shall be deemed to refer to the Eligible
    Individual associated with the Employee Corporation.
	 	 	 	 
	6.7	
    If an Optionee has been terminated "for cause" or does not exercise
    his or her options in accordance with the provisions of sections 6.2 or 6.3
    as the case may be, the number of options not exercised shall be added to
    the number of options remaining available to be granted under the Plan.
	 	 	 	 
	
    
    7. 	
    
    
    EXERCISE OF OPTIONS
	 	 	 	 
	7.1	
    Subject to the provisions of the Plan, an Option may be exercised
    from time to time by delivery to the Corporation at its registered office of
    a written notice of exercise addressed to the Secretary of the Corporation
    specifying the number of Shares with respect to which the Option is being
    exercised and accompanied by payment in full, by cash or certified cheque,
    of the Option Price of the Shares then being purchased. Certificates for
    such Shares shall be issued and delivered to the Optionee within a
    reasonable time following the receipt of such notice and payment.
	 	 	 	 
	7.2	
    Notwithstanding any of the provisions contained in the Plan or in any
    Option, the Corporation's obligation to issue Shares to an Optionee pursuant
    to the exercise of any Option shall be subject to:
	 	 	 	 
	 	
    (a) 	 	
    completion of such registration or other qualification of such Shares or
    obtaining approval of such governmental or regulatory authority as the
    Corporation shall determine to be necessary or advisable in connection with
    the authorization, issuance or sale thereof;
	 	 	 	 
	 	
    (b) 	 	
    the admission of such Shares to listing on any stock exchange on which the
    Shares may then be listed;
	 	 	 	 
	 	
    (c) 	 	
    the receipt from the Optionee of such representations,
        warranties, agreements and undertakings, as the Corporation determines
        to be necessary or advisable in order to safeguard against the violation
        of the securities laws of any jurisdiction; and
	 	 	 	 
	 	
    (d) 	 	
    the satisfaction of any conditions on exercise prescribed pursuant to
    Section 3.4 hereof.
	 	 	 	 
	
    7.3 	
    Options shall be evidenced by a share option agreement, instrument or
    certificate in such form not inconsistent with this plan as the Board may
    from time to time determine as provided for under Subsection 3.2 (g),
    provided that the substance of Article 5 be included therein.
	 	 	 	 
	
    
    8. 	
    CERTAIN ADJUSTMENTS
	 	 	 	 
	
    8.1 	
    In the event of any subdivision or redivision of the Shares into a
    greater number of Shares at any time after the grant of an Option to any
    Optionee and prior to the expiration of the term of such Option, the
    Corporation shall deliver to such Optionee at the time of any subsequent
    exercise of his or her Option in accordance with the terms hereof, in lieu
    of the number of Shares to which he or she was theretofore entitled upon
    such exercise, but for the same aggregate consideration payable therefor,
    such number of Shares as such Optionee would have held as a result of such
    subdivision or redivision if, on the record date thereof, the Optionee had
    been the registered holder of the number of Shares to which he or she was
    theretofore entitled upon such exercise.
	 	 	 	 
	
    8.2 	
    In the event of any consolidation of the Shares into a lesser number
    of Shares at any time after the grant of an Option to any Optionee and prior
    to the expiration of the term of such Option, the Corporation shall deliver
    to such Optionee at the time of any subsequent exercise of his or her Option
    in accordance with the terms hereof, in lieu of the number of Shares to
    which he or she was theretofore entitled upon such exercise, but for the
    same aggregate consideration payable therefor, such number of Shares as such
    Optionee would have held as a result of such consolidation if, on the record
    date thereof, the Optionee had been the registered holder of the number of
    Shares to which he or she was theretofore entitled upon such exercise.
	 	 	 	 
	
    8.3 	
    If at any time after the grant of an Option to any Optionee and prior
    to the expiration of the term of such Option, the Shares shall be
    reclassified, reorganized or otherwise changed, otherwise than as specified
    in Sections 8.1 and 8.2 or, subject to the provisions of Subsection 9.2(a)
    hereof, the Corporation shall consolidate, merge or amalgamate with or into
    another corporation (the corporation resulting or continuing from such
    consolidation, merger or amalgamation being herein called the "Successor
    Corporation"), or the Corporation shall pay a stock dividend (other than any
    dividends in the ordinary course), the Optionee shall be entitled to receive
    upon the subsequent exercise of his or her Option in accordance with the
    terms hereof and shall accept in lieu of the number of Shares to which he or
    she was theretofore entitled upon such exercise but for the same aggregate
    consideration payable therefor, the aggregate number of shares of the
    appropriate class and/or other securities of the Corporation or the
    Successor Corporation (as the case may be) and/or other consideration from
    the Corporation or the Successor Corporation (as the case may be) that the
    Optionee would have been entitled to receive as a result of such
    reclassification, reorganization or other change or, subject to the
    provisions of Subsection 9.2(a) hereof, as a result of such consolidation,
    merger, amalgamation, or stock dividend, if on the record date of such
    reclassification, reorganization, other change or stock dividend, or the
    effective date of such consolidation, merger or amalgamation or dividend
    payment, as the case may be, he or she had been the registered holder of the
    number of Shares to which he or she was theretofore entitled upon such
    exercise.
	 	 	 	 
	
    8.4 	
    In the event the Corporation should declare and pay a special cash dividend
    or other distribution out of the ordinary course, a special dividend in
    specie on the Shares, or a stock dividend other than in the ordinary course,
    the Option Price of all Options outstanding on the record date of such
    dividend or other distribution shall be reduced by an amount equal to the
    cash payment or other distribution or the fair market value of the dividend
    in specie or stock dividend or other distribution, as determined by the
    Board in its sole discretion. Any such reduction in the Option Price shall
    be subject to regulatory approval and the Option Price shall not be less
    than $0.01 per Share.
	 	 	 	 
	
    
    9. 	
    AMENDMENT OR DISCONTINUANCE OF THE PLAN
	 	 	 	 
	
    9.1 	
    The Board may amend or discontinue the Plan at any time, provided,
    however, that no such amendment may materially and adversely affect any
    Option previously granted to an Optionee without the consent of the Optionee,
    except to the extent required by law. Any such amendment shall, if required,
    be subject to the prior approval of, or acceptance by, any stock exchange on
    which the Shares are listed and posted for trading. For greater certainty,
    the Board may, by resolution duly passed, amend this Plan to reduce the
    number of shares in respect of which options have not been granted at the
    date of such resolution and that are subject to this Plan, to meet the
    requirements of any stock exchange or regulatory authority.
	 	 	 	 
	
    9.2 	
    Notwithstanding anything contained to the contrary in this Plan or in any
    resolution of the Board in implementation thereof:
	 	 	 	 
	 	
    (a) 	 	
    in the event the Corporation proposes to amalgamate, merge or
        consolidate with any other corporation (other than a wholly-owned
        Subsidiary) or to liquidate, dissolve or wind-up, or in the event an
        offer to purchase or repurchase the Shares of the Corporation or any
        part thereof shall be made to all or substantially all holders of Shares
        of the Corporation, the Corporation shall have the right, upon written
        notice thereof to each Optionee holding Options under the Plan, to
        permit the exercise of all such Options within the 20 day period next
        following the date of such notice and to determine that upon the
        expiration of such 20 day period, all rights of the Optionees to such
        Options or to exercise same (to the extent not theretofore exercised)
        shall ipso facto terminate and cease to have further force or
        effect whatsoever;
	 	 	 	 
	 	
    (b) 	 	
    in the event of the sale by the Corporation of all or
        substantially all of the assets of the Corporation as an entirety or
        substantially as an entirety so that the Corporation shall cease to
        operate as an active business, any outstanding Option may be exercised
        as to all or any part of the Optioned Shares in respect of which the Optionee would have been entitled to exercise the Option in accordance
        with the provisions of the Plan at the date of completion of any such
        sale at any time up to and including, but not after the earlier of: (i)
        the close of business on that date which is thirty (30) days following
        the date of completion of such sale; and (ii) the close of business on
        the expiration date of the Option; but the Optionee shall not be
        entitled to exercise the Option with respect to any other Optioned
        Shares;
	 	 	 	 
	 	
    (c) 	 	
    subject to the rules of any relevant stock exchange or other
        regulatory authority, the Board may, by resolution, advance the date on
        which any Option may be exercised or extend the expiration date of any
        Option. The Board shall not, in the event of any such advancement or
        extension, be under any obligation to advance or extend the date on or
        by which Options may be exercised by any other Optionee; and
	 	 	 	 
	 	
    (d) 	 	
    the Board may, by resolution, but subject to applicable
        regulatory requirements, decide that any of the provisions hereof
        concerning the effect of termination of the Optionee's employment shall
        not apply to any Optionee for any reason acceptable to the Board.
	 	 	 	 
	 	
    Notwithstanding the provisions of this Article 9, should changes be
    required to the Plan by any securities commission, stock exchange or other
    governmental or regulatory body of any jurisdiction to which the Plan or the
    Corporation now is or hereafter becomes subject, such changes shall be made
    to the Plan as are necessary to conform with such requirements and, if such
    changes are approved by the Board, the Plan as amended, shall be filed with
    the records of the Corporation and shall remain in full force and effect in
    its amended form as of and from the date of its adoption by the Board.
	 	 	 	 
	
    
    10. 	
    MISCELLANEOUS PROVISIONS
	 	 	 	 
	
    10.1 	
    An Optionee shall not have any rights as a shareholder of the
    Corporation with respect to any of the Shares covered by such Option until
    the date of issuance of a certificate for Shares upon the exercise of such
    Option, in full or in part, and then only with respect to the Shares
    represented by such certificate or certificates. Without in any way limiting
    the generality of the foregoing, no adjustment shall be made for dividends
    or other rights for which the record date is prior to the date such share
    certificate is issued.
	 	 	 	 
	
    10.2 	
    Nothing in the Plan or any Option shall confer upon an Optionee any
    right to continue or be re-elected as a director of the Corporation or any
    right to continue in the employ of the Corporation or any Subsidiary, or
    affect in any way the right of the Corporation or any Subsidiary to
    terminate his or her 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 Corporation or any Subsidiary to
    extend the employment of any Optionee beyond the time which he or she would
    normally be retired pursuant to the provisions of any present or future
    retirement plan of the Corporation or any Subsidiary, or beyond the time at
    which he or she would otherwise be retired pursuant to the provisions of any
    contract of employment with the Corporation or any Subsidiary.
	 	 	 	 
	
    10.3 	
    Notwithstanding Section 5.8 hereof, Options may be transferred or assigned
    between an Eligible Individual and the related Employee Corporation provided
    the assignor delivers notice to the Corporation prior to the assignment.
	 	 	 	 
	
    10.4 	
    The 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 Ontario,
    the laws of Canada and the laws of the United States of America applicable
    therein.
	 	 	 	 
	
    
    11. 	
    SHAREHOLDER AND REGULATORY APPROVAL
	 	 	 	 
	
    11.1 	
    The Plan shall be subject to ratification by the shareholders of the
    Corporation to be effected by a resolution passed at a meeting of the
    shareholders of the Corporation, and to acceptance by any other relevant
    regulatory authority. Any Options granted prior to such ratification and
    acceptance shall be conditional upon such ratification and acceptance being
    given and no such Options may be exercised unless and until such
    ratification and acceptance are given.