Amendment and Termination of Plan. (a) The Board may, at any time, suspend or terminate this Plan. (b) Subject to Section 9(c), the Board may, at any time and from time to time, amend this Plan or any Share Award, subject to applicable TSX Policies and the requirements of any other Exchange on which the Shares are then listed, without the consent or approval from any Participant or shareholder of the Corporation, including without limitation: (i) to amend, modify or terminate this Plan with respect to all Shares in respect of Share Awards which have not yet been granted thereunder; (ii) to make any amendment of a "housekeeping nature", including to make any amendment typographical, grammatical, clerical or administrative nature or clarification correcting or rectifying any ambiguity, immaterial inconsistency, 4825-1831-5011\3 defective provision, mistake, or error or omission in this Plan or any Share Award; and (iii) to make any addition to, deletion from or alteration of the provisions of this Plan or any Share Award that are necessary to comply with applicable law, the TSX Policies, or the requirements of any other Exchange on which the Shares are then listed and to avoid unanticipated consequences deemed by the Board to be inconsistent with the purpose of this Plan. (c) Notwithstanding Section 9(b), the Plan or any Share Award may not be amended without Shareholder approval to: (i) increase the number of Shares issuable pursuant to outstanding Share Awards at any time pursuant to Section 4 hereof; (ii) change the insider participation limitation under this Plan; (iii) expand the categories of individuals contained in the definition of "Employee" who are eligible to participate in the Plan; (iv) extend the term of any Share Award beyond the term of such awards provided for under the terms and conditions of this Plan; (v) permit the transfer or assignment of Share Awards, except to permit a transfer to a family member, an entity controlled by the holder of the Share Awards or a family member, a charity or for estate planning or estate settlement purposes; or (vi) amend this Section 9. (d) In addition, no amendment to the Plan or Share Awards granted pursuant to the Plan may be made without the consent of the Participant, if such amendment adversely alters or impairs the rights of any Participant in respect of any Share Award previously granted to such Participant under the Plan.
Appears in 1 contract
Amendment and Termination of Plan. (a) The Board may, at any time, suspend or terminate this Plan.
(b) Subject to Section 9(c16(c) and 16(d), the Board may, at any time and from time to time, amend this Plan or any Share AwardOption, subject to applicable TSX Policies and the requirements of any other Exchange on which the Shares are then listed, without the consent or approval from any Participant or shareholder of the Corporation, Corporation (provided that no such amendment may be made that will materially prejudice the rights of any Participant under any Option previously granted to the Participant without consent by such Participant) including without limitation:
(i) to amend, modify or terminate this Plan with respect to all Shares in respect of Share Awards Options which have not yet been granted thereunder;
(ii) to make any amendment of a "“housekeeping nature"”, including to make any amendment typographical, grammatical, clerical or administrative nature or clarification correcting or rectifying any ambiguity, immaterial inconsistency, 4825-1831-5011\3 defective provision, mistake, or error or omission in this Plan or any Share AwardOption;
(iii) to change the provisions relating to the manner of exercise of Options, including changing or adding any form of financial assistance provided by the Corporation or adding or amending provisions relating to a cashless exercise of Options;
(iv) accelerating vesting or extending the expiration date of any Option (provided that such Option is not held by an insider), provided that the period during which an Option is exercisable does not exceed 10 years from the date the Option is granted;
(v) adding a cashless exercise feature, payable in cash or securities, whether or not providing for a full deduction of the number of underlying Shares from this Plan reserve; and
(iiivi) to make any addition to, deletion from or alteration of the provisions of this Plan or any Share Award Option that are necessary to comply with applicable law, the TSX Policies, or the requirements of any other Exchange on which the Shares are then listed and to avoid unanticipated consequences deemed by the Board to be inconsistent with the purpose of this Plan.
(c) Notwithstanding Section 9(b16(b), the Board may not, without approval of the holders of a majority of Shares present and voting in person or by proxy at a meeting of holders of Shares, amend this Plan or any Share Award may not be amended without Shareholder approval Option to:
(i) increase the number of Shares issuable reserved for issuance pursuant to outstanding Share Awards at any time pursuant to Section 4 hereofthis Plan;
(ii) extend eligibility to participate in this Plan to persons other than Eligible Persons;
(iii) permit Options to be transferred, other than for normal estate settlement purposes or to an RRSP or similar plan;
(iv) permit awards other than Options to be made under this Plan;
(v) amend or delete Section 10(a) to extend the term of any Option beyond the Option Period of such Option or allow for such Option to be exercisable for a period exceeding ten (10) years from the date the Option is granted, or extend any Option benefitting an insider other than as otherwise provided for under this Plan; or
(vi) reduce the Exercise Price of an Option, except for the purpose of maintaining Option value in connection with a conversion, change, reclassification, redivision, redesignation, subdivision or consolidation of shares or a reorganization, amalgamation, consolidation, merger, takeover bid or similar transaction involving the Corporation (for this purpose, cancellation or termination of an Option prior to its expiry date for the purpose of reissuing Options to the same option-holder with a lower Exercise Price will be considered an amendment to reduce the Exercise Price of an Option); or
(vii) change the insider participation limitation under this Plan;
(iii) expand the categories of individuals contained in the definition of "Employee" who are eligible to participate in the Plan;
(iv) extend the term of any Share Award beyond the term of such awards provided for under the terms and conditions of this Plan;
(v) permit the transfer or assignment of Share Awards, except to permit a transfer to a family member, an entity controlled by the holder of the Share Awards or a family member, a charity or for estate planning or estate settlement purposes; or
(viviii) amend this Section 916.
(d) In additionNotwithstanding Section 16(b), no amendment or revision to the this Plan or Share Awards granted any Option pursuant to the Plan may be made without the consent of the Participant, if such amendment Section 16(b) shall in any manner materially adversely alters or impairs affect the rights of any Participant in respect of under any Share Award previously Options granted under this Plan prior to such Participant under the Planamendment or revision without such Participant’s consent.
Appears in 1 contract
Amendment and Termination of Plan. (a) The Board may, at any time, suspend or terminate this Plan.
(b) Subject to Section 9(c16(c) and 16(d), the Board may, at any time and from time to time, amend this Plan or any Share AwardOption, subject to applicable TSX Policies and the requirements of any other Exchange on which the Shares are then listed, without the consent or approval from any Participant or shareholder of the Corporation, Corporation (provided that no such amendment may be made that will materially prejudice the rights of any Participant under any Option previously granted to the Participant without consent by such Participant) including without limitation:
(i) to amend, modify or terminate this Plan with respect to all Shares in respect of Share Awards Options which have not yet been granted thereunder;
(ii) to make any amendment of a "“housekeeping nature"”, including to make any amendment typographical, grammatical, clerical or administrative nature or clarification correcting or rectifying any ambiguity, immaterial inconsistency, 4825-1831-5011\3 defective provision, mistake, or error or omission in this Plan or any Share AwardOption; 4825-1831-5011\3
(iii) to change the provisions relating to the manner of exercise of Options, including changing or adding any form of financial assistance provided by the Corporation or adding or amending provisions relating to a cashless exercise of Options;
(iv) accelerating vesting or extending the expiration date of any Option (provided that such Option is not held by an insider), provided that the period during which an Option is exercisable does not exceed 10 years from the date the Option is granted;
(v) adding a cashless exercise feature, payable in cash or securities, whether or not providing for a full deduction of the number of underlying Shares from this Plan reserve; and
(iiivi) to make any addition to, deletion from or alteration of the provisions of this Plan or any Share Award Option that are necessary to comply with applicable law, the TSX Policies, or the requirements of any other Exchange on which the Shares are then listed and to avoid unanticipated consequences deemed by the Board to be inconsistent with the purpose of this Plan.
(c) Notwithstanding Section 9(b16(b), the Board may not, without approval of the holders of a majority of Shares present and voting in person or by proxy at a meeting of holders of Shares, amend this Plan or any Share Award may not be amended without Shareholder approval Option to:
(i) increase the number of Shares issuable reserved for issuance pursuant to outstanding Share Awards at any time pursuant to Section 4 hereofthis Plan;
(ii) extend eligibility to participate in this Plan to persons other than Eligible Persons;
(iii) permit Options to be transferred, other than for normal estate settlement purposes or to an RRSP or similar plan;
(iv) permit awards other than Options to be made under this Plan;
(v) amend or delete Section 10(a) to extend the term of any Option beyond the Option Period of such Option or allow for such Option to be exercisable for a period exceeding ten (10) years from the date the Option is granted, or extend any Option benefitting an insider other than as otherwise provided for under this Plan; or
(vi) reduce the Exercise Price of an Option, except for the purpose of maintaining Option value in connection with a conversion, change, reclassification, redivision, redesignation, subdivision or consolidation of shares or a reorganization, amalgamation, consolidation, merger, takeover bid or similar transaction involving the Corporation (for this purpose, cancellation or termination of an Option prior to its expiry date for the purpose of reissuing Options to the same option-holder with 4825-1831-5011\3 a lower Exercise Price will be considered an amendment to reduce the Exercise Price of an Option); or
(vii) change the insider participation limitation under this Plan;
(iii) expand the categories of individuals contained in the definition of "Employee" who are eligible to participate in the Plan;
(iv) extend the term of any Share Award beyond the term of such awards provided for under the terms and conditions of this Plan;
(v) permit the transfer or assignment of Share Awards, except to permit a transfer to a family member, an entity controlled by the holder of the Share Awards or a family member, a charity or for estate planning or estate settlement purposes; or
(viviii) amend this Section 916.
(d) In additionNotwithstanding Section 16(b), no amendment or revision to the this Plan or Share Awards granted any Option pursuant to the Plan may be made without the consent of the Participant, if such amendment Section 16(b) shall in any manner materially adversely alters or impairs affect the rights of any Participant in respect of under any Share Award previously Options granted under this Plan prior to such Participant under the Planamendment or revision without such Participant’s consent.
Appears in 1 contract
Amendment and Termination of Plan. (a) The Board may, at any time, suspend or terminate this Plan.
(b) Subject to Section 9(c), the Board may, at any time and from time to time, amend this Plan or any Share Award, subject to applicable TSX Policies and the requirements of any other Exchange on which the Shares are then listed, without the consent or approval from any Participant or shareholder of the Corporation, including without limitation:
(i) to amend, modify or terminate this Plan with respect to all Shares in respect of Share Awards which have not yet been granted thereunder;
(ii) to make any amendment of a "housekeeping nature", including to make any amendment typographical, grammatical, clerical or administrative nature or clarification correcting or rectifying any ambiguity, immaterial inconsistency, 4825-1831-5011\3 defective provision, mistake, or error or omission in this Plan or any Share Award; and
(iii) to make any addition to, deletion from or alteration of the provisions of this Plan or any Share Award that are necessary to comply with applicable law, the TSX Policies, or the requirements of any other Exchange on which the Shares are then listed and to avoid unanticipated consequences deemed by the Board to be inconsistent with the purpose of this Plan.
(c) Notwithstanding Section 9(b), the Plan or any Share Award may not be amended without Shareholder approval to:
(i) increase the number of Shares issuable pursuant to outstanding Share Awards at any time pursuant to Section 4 hereof;
(ii) change the insider participation limitation under this Plan;
(iii) expand the categories of individuals contained in the definition of "Employee" who are eligible to participate in the Plan;
(iv) extend the term of any Share Award beyond the term of such awards provided for under the terms and conditions of this Plan;
(v) permit the transfer or assignment of Share Awards, except to permit a transfer to a family member, an entity controlled by the holder of the Share Awards or a family member, a charity or for estate planning or estate settlement purposes; or
(vi) amend this Section 9.
(d) In addition, no amendment to the Plan or Share Awards granted pursuant to the Plan may be made without the consent of the Participant, if such amendment adversely alters or impairs the rights of any Participant in respect of any Share Award previously granted to such Participant under the Plan.
Appears in 1 contract
Amendment and Termination of Plan. (a) The Board may, at any time, suspend or terminate this Plan.
(b) Subject to Section 9(c16(c) and 16(d), the Board may, at any time and from time to time, amend this Plan or any Share AwardOption, subject to applicable TSX Policies and the requirements of any other Exchange on which the Shares are then listed, without the consent or approval from any Participant or shareholder of the Corporation, Corporation (provided that no such amendment may be made that will materially prejudice the rights of any Participant under any Option previously granted to the Participant without consent by such Participant) including without limitation:
(i) to amend, modify or terminate this Plan with respect to all Shares in respect of Share Awards Options which have not yet been granted thereunder;
(ii) to make any amendment of a "“housekeeping nature"”, including to make any amendment typographical, grammatical, clerical or administrative nature or clarification correcting or rectifying any ambiguity, immaterial inconsistency, 4825-1831-5011\3 defective provision, mistake, or error or omission in this Plan or any Share AwardOption;
(iii) to change the provisions relating to the manner of exercise of Options, including changing or adding any form of financial assistance provided by the Corporation or adding or amending provisions relating to a cashless exercise of Options;
(iv) accelerating vesting or extending the expiration date of any Option (provided that such Option is not held by an insider), provided that the period during which an Option is exercisable does not exceed 10 years from the date the Option is granted;
(v) adding a cashless exercise feature, payable in cash or securities, whether or not providing for a full deduction of the number of underlying Shares from this Plan reserve; and
(iiivi) to make any addition to, deletion from or alteration of the provisions of this Plan or any Share Award Option that are necessary to comply with applicable law, the TSX Policies, or the requirements of any other Exchange on which the Shares are then listed and to avoid unanticipated consequences deemed by the Board to be inconsistent with the purpose of this Plan.. 4825-1831-5011\3
(c) Notwithstanding Section 9(b16(b), the Board may not, without approval of the holders of a majority of Shares present and voting in person or by proxy at a meeting of holders of Shares, amend this Plan or any Share Award may not be amended without Shareholder approval Option to:
(i) increase the number of Shares issuable reserved for issuance pursuant to outstanding Share Awards at any time pursuant to Section 4 hereofthis Plan;
(ii) extend eligibility to participate in this Plan to persons other than Eligible Persons;
(iii) permit Options to be transferred, other than for normal estate settlement purposes or to an RRSP or similar plan;
(iv) permit awards other than Options to be made under this Plan;
(v) amend or delete Section 10(a) to extend the term of any Option beyond the Option Period of such Option or allow for such Option to be exercisable for a period exceeding ten (10) years from the date the Option is granted, or extend any Option benefitting an insider other than as otherwise provided for under this Plan; or
(vi) reduce the Exercise Price of an Option, except for the purpose of maintaining Option value in connection with a conversion, change, reclassification, redivision, redesignation, subdivision or consolidation of shares or a reorganization, amalgamation, consolidation, merger, takeover bid or similar transaction involving the Corporation (for this purpose, cancellation or termination of an Option prior to its expiry date for the purpose of reissuing Options to the same option-holder with a lower Exercise Price will be considered an amendment to reduce the Exercise Price of an Option); or
(vii) change the insider participation limitation under this Plan;
(iii) expand the categories of individuals contained in the definition of "Employee" who are eligible to participate in the Plan;
(iv) extend the term of any Share Award beyond the term of such awards provided for under the terms and conditions of this Plan;
(v) permit the transfer or assignment of Share Awards, except to permit a transfer to a family member, an entity controlled by the holder of the Share Awards or a family member, a charity or for estate planning or estate settlement purposes; or
(viviii) amend this Section 916.
(d) In additionNotwithstanding Section 16(b), no amendment or revision to the this Plan or Share Awards granted any Option pursuant to the Plan may be made without the consent of the Participant, if such amendment Section 16(b) shall in any manner materially adversely alters or impairs affect the rights of any Participant in respect of under any Share Award previously Options granted under this Plan prior to such Participant under the Planamendment or revision without such Participant’s consent.
Appears in 1 contract