Amended and Restated 1997 Stock Option Plan



 






Exhibit 4.1




SIERRA WIRELESS, INC.




AMENDED AND RESTATED 1997 STOCK OPTION PLAN




     History. The 1997 Stock Option Plan approved by the Board on February 14, 1997, was amended
by Amendment No. 1 effective as of February 19, 1998, by Amendment No. 2 effective November 11,
1998, by Amendment No. 3 effective May 17, 1999, by Amended No. 4 effective May 5, 2000, by
Amendment No. 5 effective April 20, 2001 and by Amendment No. 6 effective April 18, 2002
(collectively, the “Original Plan”). The Board, by its signature hereto, amends and restates the
Original Plan, with effect as of April 25, 2005.



     Purpose. The purpose of this Plan is to provide incentives to attract, retain and motivate
eligible persons whose present and potential contributions are important to the success of the
Company or any subsidiary of the Company, by offering them an opportunity to participate in the
Company’s future performance through awards of Options.



ARTICLE I

INTERPRETATION



1.1 Definitions.     As used in this Plan, the following words and terms will have the following meanings:





	 	(a)	 	“Board” means the board of directors of the Company;
	 
	 	(b)	 	“Committee” means the committee appointed by the Board to administer this Plan,
or if no committee is appointed, the Board;
	 
	 	(c)	 	“Company” means Sierra Wireless, Inc. or any successor corporation;
	 
	 	(d)	 	“Disability” means the mental or physical state of an individual such that:






	 	(i)	 	the Board, other than such individual, determine that
such individual has been unable, due to illness, disease, mental or
physical disability or similar cause, to fulfil his or her obligations as
an employee, independent contractor, consultant or director of the Company
either for any consecutive 6 month period or for any period of 8 months
(whether or not consecutive) in any consecutive 12 month period;
	 
	 	(ii)	 	a court of competent jurisdiction has declared such
individual to be mentally incompetent or incapable of managing his or her
affairs; or
	 
	 	(iii)	 	in connection with a Participant holding an
incentive stock option (intended to qualify under section 422 of the
United States Internal Revenue Code of 1986, as amended (the “Code”)), a
condition in which the Participant is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or that has
lasted, or can be expected to last, for a continuous period of not less
than 12 months.




 









 












	 	(e)	 	“Effective Date” means April 25, 2005;
	 
	 	(f)	 	“Eligible Person” means any person who is:






	 	(i)	 	a full-time employee or independent contractor of the
Company, or a part-time employee or independent contractor of the Company
working not less than 20 hours per week; or
	 
	 	(ii)	 	a consultant to the Company in respect of whom the
Company is permitted to grant Options; or
	 
	 	(iii)	 	an Outside Director of the Company;






	 	(g)	 	“Exercise Price” means the price at which a holder of an Option may purchase
the Shares issuable upon exercise of the Option;
	 
	 	(h)	 	“First Vesting Date” means the first anniversary of the Start Vesting Date;
	 
	 	(i)	 	“Option” means an award of an option to purchase Shares hereunder. To the
extent so designated in the Stock Option Certificate, an Option may be an incentive
stock option, intended to qualify under section 422 of the Code. Only Participants who
are actual employees of the Company (or a parent or subsidiary corporation, as defined
in section 424 of the Code), as opposed to independent contractors or consultants, may
receive incentive stock options;
	 
	 	(j)	 	“Outside Director” means every director of the Company who is not a full-time
employee or independent contractor of the Company or a part-time employee or
independent contractor of the Company working not less than 20 hours per week;
	 
	 	(k)	 	“Participant” means every Eligible Person who is approved for participation in
the Plan by the Committee;
	 
	 	(l)	 	“Plan” means this Amended and Restated 1997 Stock Option Plan, as further
amended from time to time;
	 
	 	(m)	 	“Shares” means the Common Shares (of any series, if applicable) in the capital
of the Company and include any shares of the Company into which such shares may be
converted, reclassified, redesignated, subdivided, consolidated, exchanged or otherwise
changed;
	 
	 	(n)	 	“Start Vesting Date” means that date, determined by the Board when, in respect
to a particular grant of an Option under the Plan, vesting commences; and
	 
	 	(o)	 	“Termination” or “Terminated” means, for purposes of this Plan with respect to
a Participant, that the Participant has for any reason ceased to provide continuous
services as an employee, independent contractor, director or consultant to the Company.
An employee will not be deemed to have ceased to provide services in the case of:






	 	(i)	 	sick leave; or




 









 












	 	(ii)	 	any other leave of absence approved by the Committee,
provided that such leave is for a period of not more than 90 days unless
reemployment upon the expiration of such leave is guaranteed by contract
or statute, or unless provided
otherwise pursuant to formal policy adopted from time to time by the Company
and issued and promulgated to employees in writing.






	 	 	 	The Committee will have sole discretion to determine whether a Participant has
ceased to provide continuous services and the effective date on which the
Participant ceased to provide services (the “Termination Date”). The foregoing
notwithstanding, for Participants who possess incentive stock options, employment
shall not be deemed to continue beyond the first 90 days of such leave, unless the
Participant’s reemployment rights are guaranteed by statute or by contract.





ARTICLE II

THE PLAN/GRANT OF OPTIONS



2.1 Number of Shares Available.     Subject to section 2.2 and Article 5, the total number of Shares
reserved and available for grant and issuance pursuant to this Plan, as at the Effective Date,
shall be a rolling number equal to 10% of the total issued and outstanding Shares from time to
time, provided that no more than 1,600,000 Shares will be added to the number of common shares
currently available for issue under the Plan without the Company first obtaining shareholder
approval. Subject to section 2.2 and Article 5, any unissued Shares in respect of which Options
are granted but that are subject to issuance upon exercise of an Option but cease to be issuable
under such Option for any reason (other than exercise of such Option), including without
limitation, expiry of the Option or surrender of the Option pursuant to an option exchange program,
will again be available for grant and issuance in connection with future Options granted under this
Plan. At all times the Company will reserve and keep available a sufficient number of Shares as
will be required to satisfy the requirements of all outstanding Options granted under this Plan.
Notwithstanding the foregoing: (i) the number of Shares reserved for issuance to any one person
pursuant to Options granted under the Plan shall not exceed 5% of the issued and outstanding
Shares; (ii) the number of Shares which may be reserved for issuance pursuant to the Plan (together
with those Shares which may be issued pursuant to any other share compensation arrangement of the
Company) to all insiders of the Company shall not exceed 10% of the Shares outstanding on a
non-diluted basis from time to time; (iii) the number of Shares which may be issued pursuant to the
Plan (together with those Shares which may be issued pursuant to any other share compensation
arrangement of the Company) to all insiders of the Company, within a one-year period, shall not
exceed 10% of the Shares outstanding on a non-diluted basis from time to time; and (iv) the number
of Shares which may be issued pursuant to the Plan (together with those Shares which may be issued
pursuant to any other share compensation arrangement of the Company) to any one insider of the
Company and such insiders’ associates, within a one-year period, shall not exceed 5% of the Shares
outstanding on a non-diluted basis from time to time.



2.2 Adjustment of Shares.     In the event that the number of outstanding Shares is changed by a stock
dividend, recapitalization, stock split, reverse stock split, subdivision, consolidation,
combination, reclassification or similar change in the capital structure of the Company without
consideration, then:





	 	(a)	 	the number of Shares reserved for issuance under the Plan; and
	 
	 	(b)	 	the number of Shares subject to outstanding Options; and
	 
	 	(c)	 	the Exercise Prices of outstanding Options;




 









 










will be proportionately adjusted, subject to any required action by the Board or the shareholders
of the Company and compliance with applicable securities laws; provided, however, that fractions of
a Share will not be issued but will either be: (i) paid in cash at the closing market price of the
Shares on The Toronto Stock Exchange on the date of such aforementioned event; or (ii) rounded down
to the nearest
whole Share, as determined by the Committee.



2.3 Options.     The Committee may grant Options to Eligible Persons and will determine the number of
Shares subject to the Option, the Exercise Price of the Option, the period during which the Option
may be exercised, and all other terms and conditions of the Option, subject to the following:





	 	(a)	 	Form of Option Grant. Each Option granted under this Plan will be evidenced by
a stock option agreement or stock option certificate (whether a stock option agreement
or stock option certificate, called the “Stock Option Certificate”) which will be in
such form and contain such provisions (which need not be the same for each Participant)
as the Committee may from time to time approve, and which will comply with and be
subject to the terms and conditions of this Plan;
	 
	 	(b)	 	Date of Grant. The date of grant of an Option will be the date on which the
Committee makes the determination to grant such Option, unless otherwise specified by
the Committee. The Stock Option Certificate and a copy of this Plan will be delivered
to the Participant within a reasonable time after the granting of the Option;
	 
	 	(c)	 	Exercise Period. Options may be exercisable, up to the Expiration Date
specified in the Stock Option Certificate, while the Participant is in continuous
service and has not ceased to provide services to the Company and in accordance with
the following vesting schedule (unless an alternate vesting schedule is determined by
the Committee, acting in its sole discretion, with respect to any Participant and so
noted in the Stock Option Certificate for such Participant or unless the vesting
schedule is accelerated in accordance with the provisions of this Plan or such
Participant’s employment agreement):






	 	(i)	 	subject to paragraph (ii), this Option shall not vest
nor be exercisable with respect to any Shares until the First Vesting
Date, on which date the Option will become vested and exercisable with
respect to 12/48ths of the Shares and thereafter at the end of each full
succeeding consecutive month after the First Vesting Date, the Option will
become vested and exercisable as to an additional 1/48th of the Shares;
and
	 
	 	(ii)	 	in the case of any employee on sick leave or any
other approved leave of absence which is not a Termination hereunder, the
Committee may make such provisions respecting suspension of vesting of the
Option during the period of sick leave or leave of absence as it may deem
appropriate, except that in no event may an Option be exercised after the
expiration of the term set forth in the Stock Option Certificate.






	 	 	 	If the application of vesting causes the Option to become exercisable with respect
to a fractional Share, such Share shall be rounded down to the nearest whole Share.
The Committee also may provide for Options to become exercisable at one time or from
time to time, periodically or otherwise, in such number of Shares or percentage of
Shares as the Committee determines. The option shall expire on the Expiration Date
set forth in





 









 











	 	 	 	the Stock Option Certificate and must be exercised, if at all, on or
before the Expiration Date. In no event shall the Expiration Date be more than 10
years after the date of grant;
	 
	 	(d)	 	Exercise Price. The Exercise Price of an Option will be determined by the
Committee when the Option is granted and shall not be less than the closing market
price of the
Shares on The Toronto Stock Exchange on the date prior to the date of grant of the
Option;
	 
	 	(e)	 	Method of Exercise. Options may be exercised only by delivery to the Company
of a written stock option exercise agreement (the “Exercise Agreement”) in a form
approved by the Committee (which need not be the same for each Participant), stating
the Participant’s election to exercise the Option, the number of Shares being
purchased, the restrictions imposed on the Shares purchased under such Exercise
Agreement, if any, and such representations and agreements regarding Participant’s
investment intent and access to information and other matters, if any, as may be
required or desirable by the Company to comply with applicable securities laws,
together with payment in full of the Exercise Price, and any applicable taxes, for the
number of Shares being purchased. If someone other than the Participant exercises the
Option, then such person must submit documentation reasonably acceptable to the Company
that such person has the right to exercise the Option. The Option may not be exercised
unless such exercise is in compliance with all applicable securities laws, as they are
in effect on the date of exercise.
	 
	 	(f)	 	Termination. Subject to earlier termination pursuant to Article 5 and
notwithstanding the exercise periods set forth in the Stock Option Certificate,
exercise of an Option will always be subject to the following:






	 	(i)	 	if the Participant is Terminated for any reason other
than the Participant’s death or Disability, then the Participant may
exercise such Participant’s Options, (but only to the extent that such
Options would have been vested and exercisable upon the Termination Date),
no later than three months after the Termination Date (but in any event,
no later than the Expiration Date) or such other period as may be
specified in the Stock Option Certificate; and
	 
	 	(ii)	 	if the Participant is Terminated because of the
Participant’s death or Disability, then such Participant’s Options may be
exercised, (but only to the extent that such Options would have been
vested and exercisable by Participant on the Termination Date) by
Participant (or Participant’s legal representative or authorized
assignee), no later than 12 months after the Termination Date (but in any
event no later than the Expiration Date) or such other period as may be
specified in the Stock Option Certificate;






	 	(g)	 	Limitations on Exercise. The Committee may specify a reasonable minimum number
of Shares that may be purchased on exercise of an Option, provided that such minimum
number will not prevent Participant from exercising the Option for the full number of
Shares for which it is then exercisable;
	 
	 	(h)	 	Modification, Extension or Renewal. The Committee may modify, extend or renew
outstanding Options and authorize the grant of new Options in substitution therefor,




 









 












	 	 	 	provided that any such action may not, without the written consent of a Participant,
impair any of such Participant’s rights under any Option previously granted; and
	 
	 	(i)	 	Issuance of Shares. Provided that the Exercise Agreement and payment are in
form and substance satisfactory to counsel for the Company, the Company shall issue the
Shares registered in the name of the Participant or Participant’s legal representative
and shall deliver certificates representing the Shares with the appropriate legends
affixed thereto.





ARTICLE III

ADMINISTRATION



3.1 Committee Authority.     This Plan will be administered by the Committee or the Board acting as
the Committee. Subject to the general purposes, terms and conditions of this Plan, and to the
direction of the Board, the Committee will have full power to implement and carry out this Plan
including, without limitation, the authority to:





	 	(a)	 	construe and interpret this Plan, any Stock Option Certificate and any other
agreement or document executed pursuant to this Plan;
	 
	 	(b)	 	prescribe, amend and rescind rules and regulations relating to this Plan;
	 
	 	(c)	 	select Eligible Persons to receive Options;
	 
	 	(d)	 	determine the form and terms of Options and Stock Option Certificates, not
inconsistent with the terms of the Plan;
	 
	 	(e)	 	determine the Exercise Price of an Option;
	 
	 	(f)	 	determine the number of Shares to be covered by each Option;
	 
	 	(g)	 	determine whether Options will be granted singly, in combination with, in
tandem with, in replacement of, or as alternatives to, any other incentive or
compensation plan of the Company;
	 
	 	(h)	 	grant waivers of Plan or Option conditions;
	 
	 	(i)	 	amend or modify each Option;
	 
	 	(j)	 	determine the vesting and exercisability of Options;
	 
	 	(k)	 	correct any defect, supply any omission, or reconcile any inconsistency in this
Plan, any Option, any Stock Option Certificate or any Exercise Agreement;
	 
	 	(l)	 	determine whether an Option has been earned; and
	 
	 	(m)	 	make all other determinations necessary or advisable for the administration of
this Plan.




3.2 Committee Discretion.     Any determination made by the Committee with respect to any Option will
be made in its sole discretion at the time of grant of the Option or, unless in contravention of
any express




 









 







term of this Plan or Option, at any later time, and such determination will be final
and binding on the Company and on all persons having an interest in any Option under this Plan.




ARTICLE IV

PRIVILEGES OF OWNERSHIP



4.1 Voting and Dividends.     No Participant will have any of the rights of a shareholder with respect
to any Shares until the Shares are issued as evidenced by the appropriate entry on securities
register of the Company. After Shares are issued to the Participant, the Participant will be a
shareholder and have all
the rights of a shareholder with respect to such Shares, including the right to vote and receive
all dividends or other distributions made or paid with respect to such Shares.



4.2 Non-Transferability of Options.     Options granted under this Plan, and any interest therein, may
not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or
otherwise) other than by will or by the applicable laws of descent; provided however that with
respect to any Option which is not an incentive stock option intended to qualify under section 422
of the Code, a Participant may transfer such Option to: (a) a trust created by the Participant for
the benefit of his or her lawful spouse, child, or children; (b) such Participant’s lawful spouse,
child or children; or (c) a corporation, all of the shares of which are owned by the Participant.
Upon any such permitted transfer, none of the aforesaid transferees shall become a Participant
under this Plan and the transferring Participant shall remain the Participant for the purposes of
the interpretation of the terms and conditions of this Plan, as applicable. Options under this
Plan shall not be subject to execution, attachment or similar process. The terms of the Option
shall be binding upon the executors, administrators and heirs of the Participant.




ARTICLE V

CORPORATE TRANSACTIONS



5.1 Assumption or Replacement of Options by Successor.     If the event of:





	 	(a)	 	a merger or consolidation in which the Company is not the surviving corporation
(other than a merger or consolidation with a wholly-owned subsidiary, or other
transaction in which there is no substantial change in the shareholders of the Company
or their relative shareholdings and the Options granted under this Plan are assumed,
converted or replaced by the successor corporation, which assumption will be binding on
all Participants);
	 
	 	(b)	 	a merger in which the Company is the surviving corporation but after which
shareholders of the Company immediately prior to such merger (other than any
shareholder which merges, or which owns or controls another corporation which merges,
with the Company in such merger) cease to own their shares or other equity interests in
the Company; or
	 
	 	(c)	 	the sale of substantially all of the assets of the Company,




any or all outstanding Options may be assumed, converted or replaced by the successor corporation
(if any), which assumption, conversion or replacement will be binding on all Participants or, in
the alternative, the successor corporation may substitute equivalent Options or provide
substantially similar consideration to Participants as was provided to shareholders (after taking
into account the existing provisions of the Options). The successor corporation may also issue, in
place of outstanding Shares of




 









 







the Company held by the Participant, substantially similar shares or
other property subject to repurchase restrictions and other provisions no less favourable to the
Participant than those which applied to such outstanding Shares immediately prior to such
transaction described in this section 5.1, which substitution, provision or other consideration or
issuance shall be binding on all Participants. In the event such successor corporation (if any)
refuses to assume or substitute Options, as provided above, pursuant to a transaction described in
this section 5.1, then notwithstanding any other provision in this Plan to the contrary, such
Options will expire on such transaction at such time and on such conditions as the Committee will
determine (including, without limitation, the Committee may, in the exercise of its sole discretion
in such instances, give each Participant the right to exercise his or her Option as to all or a
part of the Shares thereof, including Shares as to which the Option would not otherwise be
exercisable).



5.2 Dissolution or Liquidation.     In the event of the proposed dissolution or liquidation of the
Company, to the extent that an Option has not been previously exercised, it will terminate
immediately prior to the consummation of such proposed action. The Committee may, in the exercise
of its sole discretion in such instances, declare that any Option shall terminate as of a date
fixed by the Committee and give each Participant the right to exercise his or her Option as to all
or any part of the Shares thereof, including Shares as to which the Option would not otherwise be
exercisable.



5.3 Assumption of Options by the Company.     The Company, from time to time, also may substitute or
assume outstanding options granted by another company, whether in connection with an acquisition of
such other company or otherwise, by either:





	 	(a)	 	granting an Option under this Plan in substitution of such other company’s
option; or
	 
	 	(b)	 	assuming such option as if it had been granted under this Plan if the terms of
such assumed option could be applied to an Option granted under this Plan.




Such substitution or assumption will be permissible if the holder of the substituted or assumed
option would have been eligible to be granted an Option under this Plan if the other company had
applied the rules of this Plan to such grant. In the event the Company assumes an option granted
by another company, the terms and conditions of such option will remain unchanged (except that the
exercise price and the number and nature of shares issuable upon exercise of any such option will
be adjusted appropriately). In the event the Company elects to grant a new Option rather than
assuming an existing option, such new Option may be granted with a similarly adjusted Exercise
Price.




ARTICLE VI

GENERAL



6.1 No Obligation to Employ.     Nothing in this Plan or any Option granted under this Plan will
confer or be deemed to confer on any Participant any right to continue in the employ of, or to
continue any other relationship with, the Company or limit in any way the right of the Company to
terminate Participant’s employment or other relationship at any time, with or without cause.



6.2 Term of Plan.     Unless earlier terminated as provided herein, this Plan will terminate 10 years
from the Effective Date or, if earlier, the date of shareholder approval.



6.3 Governing Law.     This Plan and all Options granted under this Plan shall be governed by and
construed in accordance with the laws of the Province of British Columbia.




 









 







6.4 Termination of Plan.     The Board may at any time terminate or amend this Plan in any respect,
including without limitation, amend any form of Stock Option Certificate or instrument to be
executed pursuant to this Plan; provided however, that the Board will not, without the approval of
the shareholders of the Company, amend this Plan in any manner that requires shareholder approval.



6.5 Notices.     Any notice required to be given or delivered to the Company under the terms of this
Agreement shall be in writing and addressed to the Corporate Secretary of the Company at its
principal corporate offices. Any notice required to be given or delivered to Participant shall be
in writing and addressed to participant at the address indicated in the Stock Option Certificate or
to such other address as such party may designate in writing from time to time to the Company. All
notices shall be deemed to have been given or delivered upon: personal delivery; three (3) days
after deposit in the mail by certified or registered mail (return receipt requested); one (1)
business day after deposit with any return receipt express courier (prepaid); or one (1) business
day after transmission by confirmed facsimile, rapidfax or telecopier.



6.6 Successors and Assigns.     The Company may assign any of its rights under this Agreement. This
Agreement shall be binding upon and inure to the benefit of the successors and assigns of the
Company.



6.7 Nonexclusivity of the Plan.     Neither the adoption of this Plan by the Board nor any provision
of this Plan will be construed as creating any limitations on the power of the Board to adopt such
additional compensation arrangements as it may deem desirable, including, without limitation, the
granting of stock options otherwise than under this Plan, and such arrangements may be either
generally applicable or applicable only in specific cases.




*     *     *     *




	 	 	 	 	 
	 	APPROVED BY THE BOARD	 
	 	 	 
	 	“David
B. Sutcliffe”	 
	 	DAVID B. SUTCLIFFE

President and Chief Executive Officer