IntelGenx Techologies Corp. - Exhibit 4.3 - Filed by newsfilecorp.com






INTELGENX TECHNOLOGIES CORP. 
AMENDED AND RESTATED 2006
STOCK OPTION PLAN 

SECTION 1. PURPOSE 

     The purpose of the Amended and
Restated 2006 Stock Option Plan (the “Plan”) of IntelGenx Technologies Corp., a
Delaware corporation (the “Company”), is to provide additional incentives to key
individuals who are primarily responsible for the management, success and growth
of the Company by offering selected directors, officers, employees and
consultants of the Company an opportunity to purchase Shares of Company Stock.
The Plan provides for the grant of Options to purchase Shares. Options granted
under the Plan may include NQSOs, as well as ISOs intended to qualify under
Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”).


Certain capitalized terms used in this Plan are defined in
Section 2. 

SECTION 2. DEFINITIONS 

a. “Affiliate” means a Parent or
Subsidiary of the Company. 

b. “Board” means the Board of Directors
of the Company. 

c. “Change In Control” means: 

i. the sale, transfer or other
disposition of all or substantially all the assets of the Company; or 

ii. the merger or consolidation of the
Company with or into another entity or any other corporate reorganization, if
more than 50% of the combined voting power of the continuing or surviving
entity’s securities outstanding immediately after the merger, consolidation or
other reorganization is owned by persons who were not shareholders of the
Company immediately prior to the merger, consolidation or other reorganization.


A transaction will not constitute a Change in Control if its
sole purpose is to change the state of the Company’s incorporation or to create
a holding company that will be owned in substantially the same proportions by
the persons who held the Company’s securities immediately before the
transaction. 

d. “Committee” means a committee of the
Board, as described in Section 3(a). 

e. “Consultant” means, in
relation to the Company, an individual or Consultant Company, other than an
Employee or a Director of the Company, that: 

i. is engaged to provide on a
ongoing bona fide basis, consulting, technical, management or other services to
the Company or to an Affiliate of the Company, other than services provided in
relation to a distribution of securities; 

ii. provides the services under
a written contract between the Company or the Affiliate and the individual or
the Consultant Company; 

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iii. in the reasonable opinion
of the Company, spends or will spend a significant amount of time and attention
on the affairs and business of the Company or an Affiliate of the Company; and


iv. has a relationship with the
Company or an Affiliate of the Company that enables the individual to be
knowledgeable about the business and affairs of the Company. 

f. “Consultant Company” means for an
individual consultant, a company or partnership of which the individual is an
employee, shareholder or partner.” 

g. “Director” means a member of the
Board. 

h. “Employee” means any individual who
is a common-law employee of the Company or an Affiliate. 

i. “Exercise Price” means the amount
for which one Share may be purchased when an Option is exercised, as specified
by the Board in the applicable Stock Option Agreement. 

j. “Fair Market Value,” as of a
particular date, will be determined with reference to the closing price of a
Share on the TSX Venture Exchange of the last trading day prior to the date of
determination. 

k. “Insider” if used in relation to the
Company, means: 

i. a director or senior officer of the
Company; 

ii. a director or senior officer of a
company that is an Insider or subsidiary of the Company; 

iii. a person that beneficially owns
or controls, directly or indirectly, Shares carrying more than 10% of the voting
rights attached to all outstanding Shares of the Company, or 

iv. the Company itself if it holds any
of its own securities. 

m. “Investor Relations Activities”
means any activities or oral or written communications, by or on behalf of
the Company or shareholder of the Company, that promote or reasonably could be
expected to promote the purchase or sale of securities of the Company, but does
not include: 

i. the dissemination of information
provided, or records prepared, in the ordinary course of business of the
Company

(a) to promote the sale of products or
services of the Company, or

(b) to raise public awareness of the
Company, 

that cannot reasonably be considered
to promote the purchase or sale of securities of the Company; 

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ii activities or communications
necessary to comply with the requirements of: 

(a) applicable securities laws, 

(b) the by-laws, rules or other
regulatory instruments of any other self regulatory body or exchange having
jurisdiction over the Company; or 

iii communications by a publisher of,
or writer for, a newspaper, magazine or business or financial publication, that
is of general and regular paid circulation, distributed only to subscribers to
it for value or to purchasers of it, if: 

(a) the communication is only through
the newspaper, magazine or publication, and 

(b) the publisher or writer receives
no commission or other consideration other than for acting in the capacity of
publisher or writer; or 

iv. activities or communications that
may be otherwise specified by the TSX-V. l. “ISO” means an employee incentive
stock option described in Section 422(b) of the Code. m. “NQSO” means a stock
option not described in Section 422(b) of the Code. 

n. “Option” means an ISO or NQSO
granted under the Plan that entitles the holder to purchase Shares. 

o. “Optionee” means a person who holds
an Option. 

p. “Parent” means any corporation
(other than the Company) in an unbroken chain of corporations ending with the
Company, if each of the corporations other than the Company owns shares
possessing 50% or more of the total combined voting power of all classes of
shares in one of the other corporations in the chain. A corporation that attains
the status of a Parent on a date after the adoption of the Plan will be
considered a Parent commencing as of that date. 

q. “Service” means service as an
Employee, Consultant or Director. 

r. “Share” means one share of Stock
issuable when an Option is exercised, as adjusted in accordance with Section 8
(if applicable). 

s. “Stock” means the Common Stock of
the Company. 

t. “Stock Option Agreement” means the
agreement or other instrument between the Company and an Optionee that evidences
and sets forth the terms, conditions and restrictions pertaining to Optionee’s
Option. 

u. “Subsidiary” means any corporation
(other than the Company) in an unbroken chain of corporations beginning with the
Company, if each of the corporations other than the last corporation in the
unbroken chain owns shares possessing 50% or more of the total combined voting
power of all classes of shares in one of the other corporations in the chain. A
corporation that attains the status of a  

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Subsidiary on a date after the adoption
of the Plan will be considered a Subsidiary commencing as of that date. v.
“TSX-V” means the TSX Venture Exchange. 

SECTION 3. ADMINISTRATION 

a. Committees of the Board. The
Plan may be administered by one or more Committees. A Committee will consist of
one or more members of the Board, and will have the authority and be responsible
for those functions assigned to it by the Board. The Board will appoint and
remove members of a Committee in its discretion and in accordance with
applicable laws. If no Committee is appointed, the entire Board will administer
the Plan. Any reference to the Board in the Plan will be construed as a
reference to the Committee, if any, to which the Board assigns a particular
function in connection with the Plan. 

b. Powers of the Board. Subject
to the provisions of the Plan, the Board has the power to: 

i. Grant Options; 

ii. Determine, in accordance with
Section 2(j), the Fair Market Value of the Stock subject to Options; 

iii. Determine the Exercise Price of
Options granted; 

iv. Determine the persons to whom, and
the time or times at which, Options will be granted, and the number of Shares
subject to each Option; 

v. Determine the terms and provisions
of each Option granted, including but not limited to, the time or times at which
Options will be exercisable; 

vi. Prescribe, amend, or rescind any
rules and regulations necessary or appropriate for the administration of the
Plan; 

vii. Authorize any person to execute
on behalf of the Company any instrument evidencing the grant of an Option; 

viii. Correct any defect, supply any
deficiency, and reconcile any inconsistency in the Plan or in any related Option
or agreement; and 

ix. Make other determinations and take
such other action in connection with the administration of the Plan as it deems
necessary or advisable. 

c. Delegation of Duties. The
Board may delegate non-discretionary administrative duties to such employees of
the Company as it deems proper and may direct appropriate officers of the
Company to implement its rules, regulations and determinations and to execute
and deliver on behalf of the Company such documents, forms, agreements and other
instruments as are deemed by the Board to be necessary for the administration
and implementation of the Plan. 

d. Interpretation of Plan. The
Board has the power to interpret and construe the Plan 

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and all related Options and agreements.
All decisions, interpretations and determinations of the Board with respect to
the Plan will be final and binding on all Optionees and all persons deriving
their rights from Optionees. 

e. Indemnification. Each member
of the Board is indemnified and held harmless by the Company against any cost or
expense (including any sum paid in settlement of a claim with the approval of
the Company) arising out of any act or omission to act in connection with the
Plan to the extent permitted by applicable law. This indemnification is in
addition to any rights of indemnification a member may have as a Director or
otherwise under the by-laws of the Company or an Affiliate, any agreement, any
vote of shareholders or disinterested directors, or otherwise. 

f. Disinterested Shareholder
Approval. The Board shall obtain disinterested shareholder approval in the
event of any reduction in the exercise price of any Option granted under the
Plan to an Optionee who is an Insider of the Company. 

SECTION 4. ELIGIBILITY 

a. General Rule. NQSOs may be
granted to Employees, Consultants and Directors. Only Employees are eligible to
receive ISOs. The company represents that for Options granted to Employees,
Consultants or Directors the Optionee is a bona fide Employee, Consultant or
Director, as the case may be. 

b. Ten-Percent Shareholders. An
individual who owns more than 10% of the total combined voting power of all
classes of outstanding shares of the Company or any of its Affiliates (as
determined in accordance with Section 424(d) of the Code) will not be eligible
for the grant of an ISO unless (i) the Exercise Price is at least 110% of the
Fair Market Value of a Share on the date of grant and (ii) the Option by its
terms is not exercisable after the expiration of 5 years from the date of grant.


SECTION 5. STOCK SUBJECT TO PLAN 

a. Basic Limitation. The
aggregate number of Shares that may be issued under the Plan on exercise of
Options must not exceed 3,308,127 Shares, par value $.00001 per Share, subject
to adjustment pursuant to Section 8. Shares offered under the Plan may be
authorized but unissued Shares or treasury Shares. The number of Shares that are
subject to Options outstanding at any time under the Plan must not exceed the
number of Shares that then remain available for issuance under the Plan. The
Company, during the term of the Plan, at all times will reserve and keep
available sufficient Shares to satisfy the requirements of the Plan. 

b. Additional Shares. In the
event that any outstanding Option for any reason expires or is canceled or
otherwise terminates, the Shares allocable to the unexercised portion of that
Option again will be available for purposes of the Plan. If Shares issued under
the Plan are reacquired by the Company, those Shares again will be available for
purposes of the Plan. 

SECTION 6. TERMS AND CONDITIONS OF OPTIONS 

a. Stock Option Agreement. Each
grant of an Option under the Plan will be evidenced by a Stock Option Agreement
between the Optionee and the Company. The Option will be subject to terms and
conditions that are consistent with the Plan and that the Board deems
appropriate for 

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inclusion in a Stock Option Agreement. The provisions of Stock
Option Agreements entered into under the Plan need not be identical. 

b. Number of Shares. Each Stock
Option Agreement will specify the number of Shares that are subject to the
Option and will provide for the adjustment of that number in accordance with
Section 8. The Stock Option Agreement also will specify whether the Option is an
ISO or NQSO. However, if any portion of an Option does not meet the requirements
to qualify as an ISO, that portion will be an NQSO. 

c. Exercise Price. Each Stock
Option Agreement will specify the Exercise Price. The Exercise Price under any
Option will be determined by the Board in its sole discretion, except that the
Exercise Price may not be less than 100% of the Fair Market Value of a Share on
the date of grant, and any higher percentage required by Section 4(b). 

d. Limitation on Amount. To the
extent that the aggregate Fair Market Value (determined with respect to each ISO
as of the time the ISO is granted) of the Shares with respect to which ISOs are
exercisable for the first time by an Optionee during any calendar year (under
all Plans of the Company and its Affiliates) exceeds $100,000, the option or
portions of the option that exceed the limit (according to the order in which
they were granted) will be treated as NQSOs. 

e. Withholding Taxes. As a
condition to the exercise of an Option, the Optionee will make such arrangements
as the Board may require for the satisfaction of any federal, state, local or
foreign withholding tax obligations that may arise in connection with the
exercise. The Optionee also will make such arrangements as the Board may require
for the satisfaction of any withholding tax obligations that may arise in
connection with the disposition of Shares acquired by exercising an Option. 

f. Vesting and
Exercisability. Each Stock Option Agreement will specify when all or
any installment of the Option becomes exercisable. Subject to TSX-V approval,
Options shall vest as follows. All Options granted to individuals other than
non-employee Directors will have a total vesting period of 24 months from the
date of grant, with one quarter of the total Options granted vesting and
becoming exercisable every six months. Options granted to non-employee Directors
will vest and become 100% fully exercisable immediately upon grant. Options
granted to Consultants, specifically Consultants engaged in investor relation
activities, shall vest over 12 months, with 1⁄4 of the total Options vesting every
3 months. 

g. Accelerated Exercisability.
Unless the applicable Stock Option Agreement provides otherwise, if the Company
is subject to a Change in Control before the Optionee’s Service terminates, all
of an Optionee’s Options will become exercisable in full, subject to such terms
and conditions as the Board, in its sole discretion, deems appropriate. 

h. Basic Term. The Stock Option
Agreement will specify the term of the Option. The Board in its sole discretion
may determine when an Option is to expire, except that the term may not exceed 5
years from the date of grant, or such other period of time as may be permissible
pursuant to the rules of the TSX-V or other applicable stock exchange, and any
shorter term required by Section 4(b). 

i. Nontransferability. Options
are non-assignable and non-transferable, except pursuant to a legal Conveyance
resulting from the death of an Optionee to that optionee’s heirs or
administrators. 

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j. Termination of Service (Except by
Death). Unless otherwise provided in an Optionee’s Stock Option Agreement,
if an Optionee’s Service terminates for any reason other than the Optionee’s
death, then the Optionee’s Options will expire on the earliest of the following:


i. The expiration date determined
pursuant to subsection (h) above; 

ii. The date that is three months
after the date of the termination of the Optionee’s Service (or such other date
not less than 30 days after termination as is specified in the Option Agreement
or by amendment thereof), provided that Options granted to an Optionee who is
engaged in Investor Relations Activities shall expire within 30 days after the
Optionee ceases to be employed to provide Investor Relations Activities; or 

The Optionee may exercise all or part of his or her Options at
any time before the expiration of the Options under this subsection, but only to
the extent that the Options had become exercisable before the date the
Optionee’s Service terminated (or became exercisable as a result of the
termination). The balance of the Options will lapse when the Optionee’s Service
terminates. If the Optionee dies after the termination of his or her Service but
before the expiration of the Optionee’s Options, all or part of the exercisable
Options may be exercised at any time within 12 months after the death of the
Optionee (or any longer period specified in the Option Agreement), provided that
no Options may be exercised after the expiration date determined under
subsection (h) above. The Option may be exercised by the Optionee, by the
executors or administrators of the Optionee’s estate or by any person who has
acquired the Options directly from the Optionee by beneficiary designation,
bequest or inheritance. For purposes of this subsection (j), date of termination
means the date the Optionee is given notice of termination by the Company. If
exercise of the Option under subsection (ii) above would result in liability for
the Optionee under Section 16(b) of the Securities Exchange Act of 1934, then
the three-month period automatically will be extended until the tenth day
following the last date upon which the Optionee has any liability under Section
16(b), provided that no Options may be exercised after the expiration date
provided under subsection (h). 

k. Leaves of Absence. For
purposes of subsection (j) above, Service will be deemed to continue while the
Optionee is on sick leave, military leave or other bona fide leave of absence
approved by the Company in writing, if the period of the leave does not exceed
90 days or, if longer, if the Optionee’s right to reemployment by the Company or
any Affiliate is guaranteed either contractually or by statute, or if continued
crediting of Service for this purpose is expressly required by the terms of the
leave or by applicable law (as determined by the Company). 

l. Death of Optionee. If an
Optionee dies while in Service, then his or her Options expire on the earlier of
the following dates: 

i. The expiration date determined
pursuant to subsection (h) above; or 

ii. The date that is 12 months after
the Optionee’s death. 

At any time before the expiration of the Options under the
preceding sentence, all or part of the Optionee’s Options may be exercised by
the executors or administrators of the Optionee’s estate or by any person who
has acquired the Options directly from the Optionee by beneficiary designation,
bequest or inheritance, or in the case of NQSOs only, by other transfer, if
permitted, but in any event only to the extent that the Options had become
exercisable before the Optionee’s death or became exercisable as a result of
death. The balance of the Options will lapse when the Optionee dies. 

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m. No Rights as a Shareholder. An
Optionee, or a transferee of an Optionee, has no rights as a shareholder with
respect to any Shares covered by an Option prior to the date of issuance to the
Optionee or transferee of a certificate or certificates for the Shares. 

n. Modification, Extension and
Assumption of Options. Within the limitations of the Plan, the Board may
modify or extend outstanding Options. However, without the consent of the
Optionee, no modification may impair the Optionee’s rights or increase the
Optionee’s obligations under the Option. 

o. Restrictions on Transfer of
Shares. Any Shares issued on exercise of an Option will be subject to such
special forfeiture conditions, rights of repurchase, rights of first refusal and
other transfer restrictions as the Board may determine. These restrictions will
be set forth in the applicable Stock Option Agreement and will apply in addition
to any restrictions that may apply to holders of Shares generally. The Company
will be under no obligation to sell or deliver Shares on exercise of Options
under the Plan unless the Optionee executes an agreement giving effect to the
restrictions in the form prescribed by the Company. 

p. Additional Grants. If
otherwise eligible, an Optionee may be granted an additional Option or Options
under this Plan or any other share option or purchase plan of the Company. 

q. Buyout Provisions. The Board
may at any time offer to buy out for a payment in cash or Shares, an Option
previously granted, based on such terms and conditions as the Board establishes
and communicates to the Optionee at the time that the offer is made. Any buyout
of Options is conditional to the prior approval of the TSX-V. There is no
assurance that the TSX-V would grant such approval. 

r. Annual Limits. Subject to the
policies of the TSX-V and obtaining disinterested shareholder approval, an
Optionee may receive grants of no more than 5% of the outstanding Shares of the
Company in any 12-month period. 

s. Annual Consultant Limits. No
more than 2% of the outstanding Shares of the Company may be granted to any one
Consultant in any 12-month period.

t. Annual Investor Relation
Limits. No more than an aggregate of 2% of the outstanding Shares of the
Company may be granted to an Employee conducting Investor Relations in any 12
month period. 

SECTION 7. PAYMENT FOR SHARES 

a. General Rule. The entire
Exercise Price of Shares issued under the Plan is payable in cash or certified
cheque when the Shares are purchased. 

SECTION 8. ADJUSTMENT OF SHARES 

a. General. If the outstanding
shares of Stock of the Company are increased, decreased, changed into or
exchanged for a different number or kind of shares or securities of the 

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Company through a reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split or other
similar transaction, the Board may make such appropriate and proportionate
adjustments as it deems necessary or appropriate in one or more of (i) the
number and class of Shares specified in Section 5, (ii) the number of Shares
covered by each outstanding Option and (iii) the Exercise Price under each
outstanding Option. The Company is not required to issue fractional Shares as a
result of any such adjustments. 

b. Mergers and Consolidations.
In the event that the Company is a party to a merger, consolidation or other
reorganization, the Board may provide that outstanding Options will be subject
to the agreement of merger, consolidation or other reorganization, which
agreement, without the Optionees’ consent, may provide for the cancellation of
each outstanding Option after payment to the Optionee of an amount in cash or
cash equivalents equal to (i) the Fair Market Value of the Shares subject to the
Option at the time of the merger, consolidation or other reorganization minus
(ii) the Exercise Price of the Shares subject to the Option. 

c. Reservation of Rights. Except
as provided in this Section, an Optionee has no rights by reason of (i) any
subdivision or consolidation of shares of any class, (ii) the payment of any
dividend or (iii) any other increase or decrease in the number of shares of any
class. Any issuance by the Company of shares of Stock of any class, or
securities convertible into shares of Stock of any class, will not affect the
number or Exercise Price of Shares subject to an Option. The grant of an Option
pursuant to the Plan will not affect in any way the right or power of the
Company to make adjustments, reclassifications, reorganizations or changes of
its capital or business structure, to merge or consolidate or to dissolve,
liquidate, sell or transfer all or any part of its business or assets. 

SECTION 9. CONDITIONS UPON ISSUANCE OF SHARES 

a. Securities Law Requirements.
Shares may not be issued under the Plan unless the issuance and delivery of
these Shares comply with (or are exempt from) all applicable requirements of
law, including (without limitation) the Securities Act of 1933, as amended, the
rules and regulations promulgated under it, state and federal securities laws
and regulations, and the regulations of any stock exchange or other securities
market on which the Company’s securities then may be traded. 

b. Investment Representations.
As a condition to the exercise of an Option, the Board may require the person
exercising the Option to represent and warrant at the time of exercise that the
Shares are being purchased only for investment and without any present intention
to sell or distribute the Shares if, in the opinion of counsel for the Company,
such a representation is required. 

c. Inability to Obtain
Authority. The inability of the Company to obtain authority 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 Shares under this
Plan, will relieve the Company of any liability in respect of the failure to
issue or sell those Shares as to which the requisite authority has not been
obtained. 

SECTION 10. NO RETENTION RIGHTS 

     Nothing in the Plan or in any
Option granted under the Plan will confer on the Optionee any right to continue
in Service for any period of time or will interfere with or otherwise restrict
in any way the rights of the Company (or any Affiliate) or of the Optionee,
which rights are expressly reserved by each, to terminate his or her Service at
any time and for any reason. 

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SECTION 11. DURATION AND AMENDMENTS 

a. Term of the Plan. The Plan is effective on August 10,
2006, the date of its adoption by the Board and the shareholders. The Plan will
terminate automatically on August 10, 2016, 10 years after its adoption by the
Board, and may be terminated on any earlier date pursuant to subsection (b)
below. 

b. Right to Amend or Terminate the Plan. The Board may
amend, suspend or terminate the Plan at any time and for any reason , subject to
the prior approval of the TSX Venture Exchange. However, any amendment of the
Plan that increases the number of Shares available for issuance under the Plan
(except as provided in Section 8), or that materially changes the class of
persons who are eligible for the grant of Options, is subject to the approval of
the Company's shareholders. Shareholder approval will not be required for any
other amendment of the Plan. 

c. Effect of Amendment or Termination. No Shares will be
issued or sold under the Plan after its termination, except on exercise of an
Option granted prior to the termination. No amendment, suspension, or
termination of the Plan will, without the consent of the holder, alter or impair
any rights or obligations under any Option previously granted under the Plan.


SECTION 12. APPLICABLE LAW 

     The Plan and all Options granted
under it will be construed and interpreted in accordance with, and governed by,
the laws of the State of Delaware, other than its laws regarding choice of law.


SECTION 13. EXECUTION 

     To record the adoption of the
Plan by the Board, the Company has caused its authorized officer to execute it.


INTELGENX TECHNOLOGIES
CORP.

By: _____________________
Title:
Chief Executive Officer 
Dated: June 3, 2010 

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