Common use of Grant of Options Clause in Contracts

Grant of Options. (1) The Corporation confirms that the Participant has been granted Options under the Plan on the following basis, subject to the terms and conditions of the Plan: Date of Grant l Number of Options l Option Price (C$) l Vesting Schedule (including Performance Criteria) l Option Term l Type of Options (U.S. Participant) l (2) Attached hereto and forming an integral part of this Option Agreement as Schedule A is a Form of Election to Exercise that the Participant may use to exercise any of his or her Options in accordance with the Plan at any time and from time to time prior to the expiry of the Option Term of such Options, subject to any vesting or other applicable conditions. Such notice shall be delivered at the Corporation's registered office to the attention of the Corporate Secretary of the Corporation or any other individual that the Corporate Secretary of the Corporation may from time to time designate and shall be accompanied by payment in full of the aggregate Option Price, by cash, certified cheque, bank draft or any other form of payment deemed acceptable by the Corporation. For greater certainty, the aggregate Option Price may not be satisfied by the Participant through the delivery to the Corporation of previously acquired Shares owned by such Participant. (3) If the Participant has executed and become a party to a non-competition or a non-solicitation agreement with the Corporation or any of its Subsidiaries, the Participant's rights hereunder shall be subject to the restrictive covenants and other provisions contained in that agreement. Where the Participant is determined by the Board in its sole and absolute discretion to have breached any such restrictive covenant, all outstanding Options shall terminate and be forfeited immediately; provided, however, that the foregoing will not limit the application of the provisions contained in the Plan and in this Option Agreement. (4) Any exercise of Options by the Participant shall be made in accordance with the Corporation's i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy. Should the expiry date of any Option Term fall within a Black-Out Period or within nine (9) Business Days following the expiration of a Black- Out Period, such expiry date shall be automatically extended without any further act or formality to that date which is the tenth (10th) Business Day after the end of the Black-Out Period, such tenth (10th) Business Day to be considered the expiry date for such Options for all purposes under the Plan. (5) The Participant shall not be permitted to satisfy any portion of any applicable withholding or other taxes and source deductions by delivering to the Corporation previously acquired Shares owned by such Participant, and the Corporation shall not be entitled to reduce the number of Shares to which a Participant is entitled upon the exercise of the Option under the Plan to satisfy any applicable withholding or other taxes and source deductions unless the Participant has provided, or is deemed to have provided, such instructions to the Corporation.

Grant of Options. (1) The Corporation confirms that the Participant has been granted Options under the Plan on the following basis, 4.01 On and subject to the terms and conditions of the Plan: Date of Grant l Number of Options l Option Price (C$) l Vesting Schedule (including Performance Criteria) l Option Term l Type of Options (U.S. Participant) l (2) Attached hereto and forming an integral part of this Option Agreement as Schedule A is a Form of Election to Exercise that Scheme, the Participant may use to exercise any of his or her Options in accordance with the Plan Board shall be entitled at any time and from time to time prior within the life of this Scheme set out in Clause 3.02 to offer to grant to any Participant as the Board may in its absolute discretion select, and subject to such conditions as the Board may think fit, Option(s) to subscribe for such number of Shares as the Board may determine at the Subscription Price. For the avoidance of doubt, the grant of any Options by the Company for the subscription of Shares to any person who falls within any of the classes of Participants shall not, by itself, unless the Board otherwise determined, be construed as a grant of Option under this Scheme. The basis of eligibility of any of the classes of Participants to the expiry grant of any Options shall be determined by the Board from time to time on the basis of their contribution to the development and growth of the Option Term of such Options, subject to any vesting or other applicable conditions. Such notice Group. 4.02 An Offer shall be delivered at made to a Participant by letter in such form as the Corporation's registered office to the attention of the Corporate Secretary of the Corporation or any other individual that the Corporate Secretary of the Corporation Board may from time to time designate determine requiring the Participant to undertake to hold the Option on the terms on which it is to be granted and to be bound by the provisions of this Scheme and shall remain open for acceptance by the Participant concerned for a period of thirty (30) days from the Offer Date provided that no Offer shall be accompanied open for acceptance after the expiry of this Scheme set out in Clause 3.02 or after this Scheme has been terminated in accordance with the provisions hereof. No consideration is payable on acceptance of each grant of Option(s). 4.03 An Offer shall be deemed to have been accepted and the Option to which such Offer relates shall be deemed to have been granted and to have taken effect when the acceptance form attached to the Offer with the number of Shares in respect of which the Offer is accepted clearly stated therein is duly completed, signed and returned in accordance with Clause 4.02 by payment the Grantee and is received by the Company at its principal office or such other address as is specified in full the relevant Offer letter. 4.04 To the extent that the Offer is not accepted within thirty (30) days from the Offer Date in the manner indicated in Clause 4.03, it will be deemed to have been irrevocably declined and lapsed automatically. 4.05 Each grant of Options to a director, chief executive (other than a proposed director or a proposed chief executive of the aggregate Option Price, by cash, certified cheque, bank draft Company) or substantial shareholder of the Company under this Scheme or any other form share option scheme of payment deemed acceptable by the Corporation. For greater certainty, the aggregate Option Price may not be satisfied by the Participant through the delivery to the Corporation of previously acquired Shares owned by such Participant. (3) If the Participant has executed and become a party to a non-competition or a non-solicitation agreement with the Corporation Company or any of its Subsidiaries, Subsidiaries must comply with the Participant's rights hereunder shall requirements under the Securities Act and must be subject to the restrictive covenants and other provisions contained in that agreement. Where the Participant is determined approval by the Board in its sole and absolute discretion to have breached any such restrictive covenant, all outstanding Options shall terminate and be forfeited immediately; provided, however, that the foregoing will not limit the application of the provisions contained in the Plan and in this Option AgreementBoard. (4) Any exercise of Options by the Participant shall be made in accordance with the Corporation's i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy. Should the expiry date of any Option Term fall within a Black-Out Period or within nine (9) Business Days following the expiration of a Black- Out Period, such expiry date shall be automatically extended without any further act or formality to that date which is the tenth (10th) Business Day after the end of the Black-Out Period, such tenth (10th) Business Day to be considered the expiry date for such Options for all purposes under the Plan. (5) The Participant shall not be permitted to satisfy any portion of any applicable withholding or other taxes and source deductions by delivering to the Corporation previously acquired Shares owned by such Participant, and the Corporation shall not be entitled to reduce the number of Shares to which a Participant is entitled upon the exercise of the Option under the Plan to satisfy any applicable withholding or other taxes and source deductions unless the Participant has provided, or is deemed to have provided, such instructions to the Corporation.

Grant of Options. (1a) The Corporation confirms that Upon the Participant has been granted Options under the Plan on the following basis, terms and subject to the terms conditions hereinafter set forth, the Corporation hereby grants to the Optionee the right and conditions option to purchase from the Corporation a total of Eight Hundred Thousand (800,000) Shares of the Plan: Date Corporation at an exercise (i.e., purchase) price determined by the provisions of Grant l Number of Section 6 hereof (the "Options"). The Options l Option Price (C$) l Vesting Schedule (including Performance Criteria) l Option Term l Type of Options (U.S. Participant) l (2) Attached hereto granted hereby shall be exercisable as provided in Sections 2 and forming 3 hereof unless terminated at an integral part of this Option Agreement as Schedule A is a Form of Election to Exercise that the Participant may use to exercise any of his or her Options earlier date in accordance with the Plan at terms of this Agreement. If the Options shall terminate for any time and from time reason without having been exercised in full, the Corporation may use any then remaining unpurchased Shares reserved for the grant of options to time prior to any other employee or party selected by the expiry Board of Directors of the Option Term Corporation (the "Board") or for any other appropriate corporate purpose, as determined in the sole discretion of such Optionsthe Board. The Options shall become exercisable immediately upon vesting. (b) The Options granted by this Agreement are not, subject and shall not be deemed, to any vesting or other applicable conditions. Such notice shall be delivered at have been granted under the Corporation's registered office to 1999 Stock Option Plan (the attention of "1999 Plan"), the Corporate Secretary Corporation's 1993 Non-Statutory Stock Option Plan (the "1993 Plan") or any other stock option plan of the Corporation or any other individual that the Corporate Secretary in effect as of the Corporation may from time to time designate and shall be accompanied by payment in full of date hereof or hereafter adopted (the aggregate Option Price, by cash, certified cheque, bank draft or any other form of payment deemed acceptable by the Corporation. For greater certainty, the aggregate Option Price may not be satisfied by the Participant through the delivery to the Corporation of previously acquired Shares owned by such Participant. (3) If the Participant has executed and become a party to a non-competition or a non-solicitation agreement with the Corporation or any of its Subsidiaries, the Participant's rights hereunder shall be subject to the restrictive covenants and other provisions contained in that agreement. Where the Participant is determined by the Board in its sole and absolute discretion to have breached any such restrictive covenant, all outstanding Options shall terminate and be forfeited immediately; provided, however, that the foregoing will not limit the application of the provisions contained in the Plan and in this Option Agreement. (4) Any exercise of Options by the Participant shall be made in accordance with the Corporation's i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy. Should the expiry date of any Option Term fall within a Black-Out Period or within nine (9) Business Days following the expiration of a Black- Out Period, such expiry date shall be automatically extended without any further act or formality to that date which is the tenth (10th) Business Day after the end of the Black-Out Period, such tenth (10th) Business Day to be considered the expiry date for such Options for all purposes under the Plan. (5) The Participant shall not be permitted to satisfy any portion of any applicable withholding or other taxes and source deductions by delivering to the Corporation previously acquired Shares owned by such Participant"Other Plans"), and the Corporation number of Shares which may be reserved for the Optionee's exercise of the Options granted hereunder shall not be entitled to reduce the number of Shares to which a Participant is entitled upon the exercise of the Option reserved under the 1999 Plan, the 1993 Plan or any Other Plans and, in the event the Options granted hereunder shall terminate for any reason without having been exercised in full, none of any then remaining unpurchased Shares subject to satisfy the Options shall increase the total number of Shares then reserved for purchase under the 1999 Plan, the 1993 Plan or any applicable withholding or other taxes and source deductions unless the Participant has provided, or is deemed to have provided, such instructions to Other Plan of the Corporation. (c) It is intended both by the Corporation and Optionee that the Options granted hereby shall be Non-Statutory Stock Options.

Grant of Options. (1) The Corporation confirms that 21.1 Euromar hereby grants to the Participant has been granted Options under Manager the Plan Options, on the following basis, terms and subject to the terms conditions set forth herein and conditions of in the Plan: Date of Grant l Number of Options l Limited Liability Company Agreement. The Manager acknowledges and agrees that the Option Price Units (C$as such term is defined under the Limited Liability Company Agreement) l Vesting Schedule (including Performance Criteria) l Option Term l Type of will be governed by the Limited Liability Company Agreement and have the rights, powers, preferences and privileges set forth therein. 21.2 The Options (U.S. Participanti) l (2) Attached hereto and forming an integral part of this Option Agreement as Schedule A is a Form of Election to Exercise that the Participant may use to exercise any of his or her Options in accordance with the Plan at any time and from time to time prior to the expiry of the Option Term of such Options, subject to any vesting or other applicable conditions. Such notice shall be delivered at the Corporation's registered office to the attention of the Corporate Secretary of the Corporation or any other individual that the Corporate Secretary of the Corporation may from time to time designate and shall be accompanied by payment in full of the aggregate Option Price, by cash, certified cheque, bank draft or any other form of payment deemed acceptable by the Corporation. For greater certainty, the aggregate Option Price may not be satisfied Transferred (as such term is defined under the Limited Liability Company Agreement) other than to any Affiliate of the Manager that has been appointed by the Participant through Board of Managers to manage the delivery to the Corporation day-to-day operations of previously acquired Shares owned by such Participant. Euromar and (3ii) If the Participant has executed and become a party to a non-competition or a non-solicitation agreement with the Corporation or any of its Subsidiaries, the Participant's rights hereunder shall not be subject to execution, attachment or similar process. Any attempted Transfer of any Option, and the restrictive covenants levy of any execution, attachment or similar process upon any Option that is not permitted by this Agreement, shall be null and other provisions contained in that agreement. Where the Participant is determined by the Board in its sole void and absolute discretion to have breached without effect and upon any such restrictive covenantattempted Transfer of any Option or any levy of any execution, attachment or similar process upon any Option, all outstanding rights associated with the Options shall terminate and be terminated. 21.3 Upon the occurrence of a Forfeiture Event, (i) all of the Options shall automatically be forfeited and cancelled, effective immediately, regardless of whether such Options have vested or been exercised and (ii) all outstanding Option Units shall automatically be forfeited and cancelled, effective immediately, and shall not be considered outstanding for any purposes under the Limited Liability Company Agreement; provided, however, that notwithstanding anything to the foregoing will contrary contained herein, any amounts received by the Manager prior to a Forfeiture Event with respect to any Option Units shall not limit be forfeited or disgorged and shall remain the application sole property of the provisions contained Manager. 21.4 Upon the occurrence of an Early Departure Event, a number of outstanding Option Units shall automatically be forfeited and cancelled, effective immediately, such that the Percentage Interest in respect of such Option Units following such Early Departure Event is equal to the Plan product of (i) the Percentage Interest (as such term is defined under the Limited Liability Company Agreement) in respect of the Option Units prior to such Early Departure Event multiplied by (ii) the Early Departure Multiplier. Such forfeited and in this cancelled Option Units shall not be considered outstanding for any purposes under the Limited Liability Company Agreement. (4) Any 21.5 Upon the automatic exercise of Options by either of the Participant Options, (i) an amount equal to the Exercise Price shall be deducted from the next subsequent Distribution (as such term is defined under the Limited Liability Company Agreement) made in accordance with to the Corporation's i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policyManager pursuant to Section 6.1(c) of the Limited Liability Company Agreement and (ii) the number of Option Units purchased shall be issued to the Manager. Should the expiry date All of such Option Units shall be duly authorized, validly issued, fully paid and nonassessable, shall be delivered free and clear of all liens of any Option Term fall within a Black-Out Period or within nine (9) Business Days following the expiration of a Black- Out Period, such expiry date shall be automatically extended without any further act or formality to that date which is the tenth (10th) Business Day after the end of the Black-Out Period, such tenth (10th) Business Day to be considered the expiry date for such Options for all purposes under the Plan. (5) The Participant nature whatsoever and shall not be permitted subject to satisfy any portion preemptive or similar rights of any applicable withholding or other taxes and source deductions by delivering to the Corporation previously acquired Shares owned by such Participant, and the Corporation shall not be entitled to reduce the number of Shares to which a Participant is entitled upon the exercise of the Option under the Plan to satisfy any applicable withholding or other taxes and source deductions unless the Participant has provided, or is deemed to have provided, such instructions to the CorporationPerson.

Grant of Options. Effective as of August 1, 1997 and effective as of each August 1 thereafter for so long as you are a member of the Board of Directors, AQM hereby grants you an option (1) The Corporation confirms that the Participant has been granted Options under the Plan on the following basis, subject to the terms vesting and conditions anti-dilution provisions hereinafter set forth) to purchase six hundred (600) shares of $.01 par value common stock of AQM (hereinafter respectively referred to as the "Options" and the "Stock") at a price of Three and 75/100 Dollars ($3.75) per share, which shall be payable in full upon exercise of the Plan: Date Option. Except as hereinafter set forth in the next paragraph, all Options granted hereunder shall expire and terminate on August 1, 2007. Options granted hereunder are so called Non-Qualified or Non-Statutory Options and do not constitute Incentive Stock Options within the meaning of Grant l Number Section 423 of Options l Option Price (C$) l Vesting Schedule (including Performance Criteria) l Option Term l Type of Options (U.S. Participant) l (2) Attached hereto the Internal Revenue Code. You shall be responsible for any and forming an integral part of this Option Agreement as Schedule A is a Form of Election to Exercise that the Participant may use to exercise any of his or her Options all taxes due in accordance connection with the Plan at any time and from time to time prior to the expiry grant or exercise of the Option Term of such Options, subject to any vesting Options and/or the subsequent sale or other applicable conditions. Such notice shall be delivered at the Corporation's registered office disposition of Stock acquired pursuant to the attention of the Corporate Secretary of the Corporation or any other individual that the Corporate Secretary of the Corporation may from time to time designate and shall be accompanied by payment in full of the aggregate Option Price, by cash, certified cheque, bank draft or any other form of payment deemed acceptable by the Corporation. For greater certainty, the aggregate Option Price may not be satisfied by the Participant through the delivery to the Corporation of previously acquired Shares owned by such Participant. (3) If the Participant has executed and become a party to a non-competition or a non-solicitation agreement with the Corporation or any of its Subsidiaries, the Participant's rights hereunder shall be subject to the restrictive covenants and other provisions contained in that agreement. Where the Participant is determined by the Board in its sole and absolute discretion to have breached any such restrictive covenant, all outstanding Options shall terminate and be forfeited immediately; provided, however, that the foregoing will not limit the application of the provisions contained in the Plan and in this Option Agreement. (4) Any exercise of Options by the Participant shall be made in accordance with the Corporation's i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy. Should the expiry date of any Option Term fall within a Black-Out Period or within nine (9) Business Days following the expiration of a Black- Out Period, such expiry date shall be automatically extended without any further act or formality to that date which is the tenth (10th) Business Day after the end of the Black-Out Period, such tenth (10th) Business Day to be considered the expiry date for such Options for all purposes under the Plan. (5) The Participant shall not be permitted to satisfy any portion of any applicable withholding or other taxes and source deductions by delivering to the Corporation previously acquired Shares owned by such Participant, and the Corporation shall not be entitled to reduce the number of Shares to which a Participant is entitled upon the exercise of the Options. Options shall be exercised by written notice addressed to AQM accompanied by a check for the full purchase price. As a condition precedent to the exercise of any Option, AQM reserves the right to require you to represent to it that such exercise is for investment only and not with a view to distribution and such other matters as may be necessary to comply with applicable laws or regulations. If at any time the Board of Directors of AQM in its sole discretion determines that the listing, registration, or qualification of shares of Stock issuable hereunder on any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with the issue, transfer or purchase of Stock, the Options granted hereunder may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the AQM Board. The granting of the Options shall not confer any rights as a stockholder unless and until an Option under the Plan to satisfy is validly exercised and a certificate issued. Nothing contained herein shall confer any applicable withholding security interest or other taxes interest in any assets of AQM and source deductions unless the Participant has provided, or is deemed you shall be a general unsecured creditor of AQM with respect to have provided, such instructions any amounts which may become due you pursuant to the Corporationterms hereof.

Grant of Options. (1) The Corporation confirms that On each Offering Date, the Company will grant to each eligible employee who is then a Participant has been granted Options under in the Plan an option (“Option”) to purchase on the following basislast day of such Offering (the “Exercise Date”), subject to at the terms and conditions Option Price hereinafter provided for, the lowest of (a) a number of shares of Common Stock determined by dividing such Participant’s accumulated payroll deductions on such Exercise Date by the Plan: Date of Grant l Number of Options l Option Price (C$as defined herein), (b) l Vesting Schedule (including Performance Criteria) l Option Term l Type the number of Options (U.S. Participant) l (2) Attached hereto and forming an integral part of this Option Agreement as Schedule A is a Form of Election to Exercise that shares determined by dividing $25,000 by the Participant may use to exercise any of his or her Options in accordance with the Plan at any time and from time to time prior to the expiry Fair Market Value of the Option Term Common Stock on the Offering Date for such Offering; or (c) such other lesser maximum number of such Options, subject to any vesting or other applicable conditions. Such notice shares as shall be delivered at have been established by the Corporation's registered office to the attention Administrator in advance of the Corporate Secretary of the Corporation or any other individual that the Corporate Secretary of the Corporation may from time to time designate and shall be accompanied by payment in full of the aggregate Option Price, by cash, certified cheque, bank draft or any other form of payment deemed acceptable by the Corporation. For greater certainty, the aggregate Option Price may not be satisfied by the Participant through the delivery to the Corporation of previously acquired Shares owned by such Participant. (3) If the Participant has executed and become a party to a non-competition or a non-solicitation agreement with the Corporation or any of its Subsidiaries, the Participant's rights hereunder shall be subject to the restrictive covenants and other provisions contained in that agreement. Where the Participant is determined by the Board in its sole and absolute discretion to have breached any such restrictive covenant, all outstanding Options shall terminate and be forfeited immediatelyOffering; provided, however, that such Option shall be subject to the foregoing limitations set forth below. Each Participant’s Option shall be exercisable only to the extent of such Participant’s accumulated payroll deductions on the Exercise Date. The purchase price for each share purchased under each Option (the “Option Price”) will not limit the application be at a maximum discount of 15 percent of the provisions contained Fair Market Value of the Common Stock on the Offering Date or the Exercise Date, whichever is less. 4 Note to Draft: Minimum and maximum percentages to be confirmed. Notwithstanding the foregoing, no Participant may be granted an option hereunder if such Participant, immediately after the option was granted, would be treated as owning stock possessing five (5) percent or more of the total combined voting power or value of all classes of stock of the Company or any Parent or Subsidiary (as defined in Section 11). For purposes of the Plan preceding sentence, the attribution rules of Section 424(d) of the Code shall apply in determining the stock ownership of a Participant, and in this Option Agreement. (4) Any exercise of Options all stock which the Participant has a contractual right to purchase shall be treated as stock owned by the Participant. In addition, no Participant shall may be made in accordance with the Corporation's i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy. Should the expiry date of any granted an Option Term fall within a Black-Out Period which permits his or within nine (9) Business Days following the expiration of a Black- Out Period, such expiry date shall be automatically extended without any further act or formality her rights to that date which is the tenth (10th) Business Day after the end of the Black-Out Period, such tenth (10th) Business Day to be considered the expiry date for such Options for all purposes purchase stock under the Plan. (5) The Participant shall not be permitted to satisfy any portion of any applicable withholding or other taxes and source deductions by delivering to the Corporation previously acquired Shares owned by such Participant, and the Corporation shall not be entitled to reduce the number of Shares to which a Participant is entitled upon the exercise any other employee stock purchase plan of the Company and its Parents and Subsidiaries, to accrue at a rate which exceeds $25,000 of the fair market value of such stock (determined on the option grant date or dates) for each calendar year in which the Option under is outstanding at any time. The purpose of the Plan limitation in the preceding sentence is to satisfy any applicable withholding or other taxes comply with Section 423(b)(8) of the Code and source deductions unless shall be applied taking Options into account in the Participant has provided, or is deemed to have provided, such instructions to the Corporationorder in which they were granted.

Grant of Options. (1a) The Corporation confirms that Upon the Participant has been granted Options under the Plan on the following basis, terms and subject to the terms conditions hereinafter set forth, the Corporation hereby grants to the Optionee the right and conditions option to purchase from the Corporation a total of Eight Hundred Thousand (800,000) Shares of the Plan: Date Corporation at an exercise (i.e., purchase) price determined by the provisions of Grant l Number of Section 6 hereof (the "OPTIONS"). The Options l Option Price (C$) l Vesting Schedule (including Performance Criteria) l Option Term l Type of Options (U.S. Participant) l (2) Attached hereto granted hereby shall be exercisable as provided in Sections 2 and forming 3 hereof unless terminated at an integral part of this Option Agreement as Schedule A is a Form of Election to Exercise that the Participant may use to exercise any of his or her Options earlier date in accordance with the Plan at terms of this Agreement. If the Options shall terminate for any time and from time reason without having been exercised in full, the Corporation may use any then remaining unpurchased Shares reserved for the grant of options to time prior to any other employee or party selected by the expiry Board of Directors of the Option Term Corporation (the "BOARD") or for any other appropriate corporate purpose, as determined in the sole discretion of such Optionsthe Board. The Options shall become exercisable immediately upon vesting. (b) The Options granted by this Agreement are not, subject and shall not be deemed, to any vesting or other applicable conditions. Such notice shall be delivered at have been granted under the Corporation's registered office to 1999 Stock Option Plan (the attention of "1999 PLAN"), the Corporate Secretary Corporation's 1993 Non-Statutory Stock Option Plan (the "1993 PLAN") or any other stock option plan of the Corporation or any other individual that the Corporate Secretary in effect as of the Corporation may from time to time designate and shall be accompanied by payment in full of date hereof or hereafter adopted (the aggregate Option Price, by cash, certified cheque, bank draft or any other form of payment deemed acceptable by the Corporation. For greater certainty, the aggregate Option Price may not be satisfied by the Participant through the delivery to the Corporation of previously acquired Shares owned by such Participant. (3) If the Participant has executed and become a party to a non-competition or a non-solicitation agreement with the Corporation or any of its Subsidiaries, the Participant's rights hereunder shall be subject to the restrictive covenants and other provisions contained in that agreement. Where the Participant is determined by the Board in its sole and absolute discretion to have breached any such restrictive covenant, all outstanding Options shall terminate and be forfeited immediately; provided, however, that the foregoing will not limit the application of the provisions contained in the Plan and in this Option Agreement. (4) Any exercise of Options by the Participant shall be made in accordance with the Corporation's i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy. Should the expiry date of any Option Term fall within a Black-Out Period or within nine (9) Business Days following the expiration of a Black- Out Period, such expiry date shall be automatically extended without any further act or formality to that date which is the tenth (10th) Business Day after the end of the Black-Out Period, such tenth (10th) Business Day to be considered the expiry date for such Options for all purposes under the Plan. (5) The Participant shall not be permitted to satisfy any portion of any applicable withholding or other taxes and source deductions by delivering to the Corporation previously acquired Shares owned by such Participant"OTHER PLANS"), and the Corporation number of Shares which may be reserved for the Optionee's exercise of the Options granted hereunder shall not be entitled to reduce the number of Shares to which a Participant is entitled upon the exercise of the Option reserved under the 1999 Plan, the 1993 Plan or any Other Plans and, in the event the Options granted hereunder shall terminate for any reason without having been exercised in full, none of any then remaining unpurchased Shares subject to satisfy the Options shall increase the total number of Shares then reserved for purchase under the 1999 Plan, the 1993 Plan or any applicable withholding or other taxes and source deductions unless the Participant has provided, or is deemed to have provided, such instructions to Other Plan of the Corporation. (c) It is intended both by the Corporation and Optionee that the Options granted hereby shall be Non-Statutory Stock Options.

Grant of Options. (1) The Corporation confirms that Board or the Participant has been granted Options under Committee shall determine, within the Plan on the following basis, subject to the terms and conditions limitations of the Plan: Date , the Participants to whom Options are to be granted under the Plan, the number of Grant l Number of Shares that may be purchased under each such Option and the option price, and shall designate such Options l Option Price (C$) l Vesting Schedule (including Performance Criteria) l Option Term l Type of Options (U.S. Participant) l (2) Attached hereto and forming an integral part of this Option Agreement as Schedule A is a Form of Election to Exercise that at the Participant may use to exercise any of his or her Options in accordance with the Plan at any time and from time to time prior to the expiry of the Option Term of such Options, subject to any vesting grant as either "incentive stock options" or other applicable conditions. Such notice shall be delivered at the Corporation's registered office to the attention of the Corporate Secretary of the Corporation or any other individual that the Corporate Secretary of the Corporation may from time to time designate and shall be accompanied by payment in full of the aggregate Option Price, by cash, certified cheque, bank draft or any other form of payment deemed acceptable by the Corporation. For greater certainty, the aggregate Option Price may not be satisfied by the Participant through the delivery to the Corporation of previously acquired Shares owned by such Participant. (3) If the Participant has executed and become a party to a non-competition or a non-solicitation agreement with the Corporation or any of its Subsidiaries, the Participant's rights hereunder shall be subject to the restrictive covenants and other provisions contained in that agreement. Where the Participant is determined by the Board in its sole and absolute discretion to have breached any such restrictive covenant, all outstanding Options shall terminate and be forfeited immediately; "nonqualified stock options;" provided, however, that (i) the foregoing will not limit the application of the provisions contained in the Plan and in this Option Agreement. (4) Any exercise of Options by the Participant shall be made in accordance with the Corporation's i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy. Should the expiry date of any Option Term fall within a Black-Out Period or within nine (9) Business Days following the expiration of a Black- Out Period, such expiry date shall be automatically extended without any further act or formality to that date which is the tenth (10th) Business Day after the end of the Black-Out Period, such tenth (10th) Business Day to be considered the expiry date for such Options for all purposes under the Plan. (5) The Participant shall not be permitted to satisfy any portion of any applicable withholding or other taxes and source deductions by delivering to the Corporation previously acquired Shares owned by such Participant, and the Corporation shall not be entitled to reduce the aggregate number of Shares to which a Participant is entitled upon the exercise of the Option "incentive stock options" that may be granted under the Plan to satisfy any applicable withholding or other taxes is 1,000,000, and source deductions unless the Participant has provided, or is deemed to have provided, such instructions (ii) Options granted to the CorporationManager, employees of the Manager or to any other non-employee of the Company may only be "nonqualified stock options." All Options granted pursuant to this Article 4 shall be authorized by the Board or the Committee and shall be evidenced in writing by share option agreements ("Share Option Agreements") in such form and containing such terms and conditions as the Board or the Committee shall determine which are not inconsistent with the provisions of the Plan, and, with respect to any Share Option Agreement granting Options which are intended to qualify as "incentive stock options," are not inconsistent with Section 422 of the Code. Granting an Option pursuant to the Plan shall impose no obligation on the recipient to exercise such option. Any individual who is granted an Option pursuant to this Article 4 may hold more than one Option granted pursuant to such Articles at the same time and may hold both "incentive stock options" and "nonqualified stock options" at the same time. To the extent that any Option does not qualify as an "incentive stock option" (whether because of its provisions, the time or manner of its exercise or otherwise) such Option or the portion thereof which does not so qualify shall constitute a separate "nonqualified stock option."

Grant of Options. (1) The Corporation confirms that the Participant has been granted Options under the Plan on the following basis, subject 2.1 Subject to the terms limitations and conditions hereinafter contained and unless prohibited by law the Board may at any time, in its absolute discretion, decided whether or not to request the Trustee to exercise its discretion to grant without consideration Options to any number of Eligible Employees and if the Board so decides, it shall recommend in writing to the Trustee the Eligible Employees to whom the Trustee should grant Options, the number of Shares over which options should be granted, the Purchase Price and any conditions which should apply to the Options provided that: 2.1.1 no director or employee shall be entitled as of right to the grant of an Option; and 2.1.2 no Option may be granted under this Scheme after the tenth anniversary of the Plan: Date of Grant l Number of Options l Option Price (C$) l Vesting Schedule (including Performance Criteria) l Option Term l Type of Options (U.S. Participant) lAdoption. (2) Attached hereto and forming an integral part of this Option Agreement as Schedule A is 2.2 Immediately after the Board has made a Form of Election recommendation to Exercise that the Participant may use Trustee pursuant to Rule 2.1 the Trustee shall decide whether or not to exercise any of his or her Options its discretion to grant options to the relevant eligible employees and if it decides to exercise its discretion to grant the options the options shall be granted in accordance with these Rules. 2.3 An Option shall be granted by a resolution of the Plan at any time and from time to time prior Trustee. 2.4 An Option Holder may, within a period of twenty one days immediately following the Date of ▇▇▇▇▇ renounce by notice in writing to the expiry Trustee his Option in respect of all or any part of the Shares subject of the Option. 2.5 An Option Term of such Options, may be granted so that its exercise in subject to such objective conditions ("Performance Conditions") (not inconsistent with the provisions of the Scheme) as the Trustee in consultation with the Board may in its absolute discretion think fit provided that any: 2.5.1 such conditions shall not be inconsistent with the provisions of the Scheme and may be waived or amended if an event occurs which causes the Trustee in consultation with the Board to consider that such Performance Conditions could not fairly or reasonably be met, provided that any vesting or other applicable conditions. Such notice shall amended conditions should be delivered neither more difficult nor easier to satisfy than the original Performance Conditions were intended to be at the Corporation's registered office to the attention time of the Corporate Secretary of the Corporation or any other individual that the Corporate Secretary of the Corporation may from time to time designate and their imposition; and 2.5.2 such conditions shall be accompanied by payment in full of the aggregate Option Price, by cash, certified cheque, bank draft or any other form of payment deemed acceptable by the Corporation. For greater certainty, the aggregate Option Price may not be satisfied by the Participant through the delivery to the Corporation of previously acquired Shares owned by extend over such Participant. (3) If the Participant has executed and become a party to a non-competition or a non-solicitation agreement with the Corporation or any of its Subsidiaries, the Participant's rights hereunder shall be subject to the restrictive covenants and other provisions contained in that agreement. Where the Participant is period determined by the Trustee in consultation with the Board at the time of the grant of the relevant options. 2.6 The Trustee in consultation with the Board may in its sole and absolute discretion to impose conditions on the grant of an Option restricting the number of Shares in respect of which an Option may be exercised on any one occasion. 2.7 As soon as reasonably practicable after Options have breached any such restrictive covenant, all outstanding Options been granted the Trustee shall terminate and be forfeited immediately; provided, however, that the foregoing will not limit the application of the provisions contained issue an Option certificate substantially in the Plan and form set out in this Schedule 2 in respect of each Option Agreement.which shall specify: (4) Any exercise 2.7.1 the number of Options by Shares comprised in the Participant shall be made in accordance with Option; 2.7.2 the Corporation's iDate of ▇▇▇▇▇▇ ; 2.7.3 the Purchase Price; 2.7.4 details of any Performance Conditions; and 2.7.5 the last date upon which notice to exercise the Option may be given, being not later than the day immediately preceding the tenth anniversary of the Date of ▇▇▇▇▇▇▇ policy. Should the expiry date of any . 2.8 An Option Term fall within a Black-Out Period or within nine (9) Business Days following the expiration of a Black- Out Period, such expiry date shall be automatically extended without any further act or formality personal to that date which is the tenth (10th) Business Day after the end of the Black-Out Period, such tenth (10th) Business Day to be considered the expiry date for such Options for all purposes under the Plan. (5) The Participant shall Option Holder and may not be permitted to satisfy any portion transferred, assigned, charged, pledged or otherwise disposed of any applicable withholding or dealt with. Any purported transfer, assignment, charge, pledge or other taxes disposal or dealing with the Option shall cause the Option to lapse forthwith and source deductions by delivering each Option certificate shall carry a statement to the Corporation previously acquired Shares owned by such Participant, and the Corporation shall not this effect; 2.9 No Option may be entitled to reduce granted on any date if the number of Shares to which a Participant is entitled upon be issued on its exercise in full, when aggregated with the number of: (a) Shares issued on the exercise of, or remaining capable of being issued on the exercise of, Subsisting Options granted under the Scheme during the period of 10 years ending on that date; and (b) Shares issued on the exercise of, or remaining capable of being issued, during the period of 10 years ending on that date by virtue of options or other rights granted under any other employees' share scheme (as defined in section 743 of the Option under Act) adopted by the Plan to satisfy Company would exceed 6.82 per cent of the number of Shares in issue on that date without the prior written consent of 3i and this rule shall only apply if and so long as 3i beneficially own any applicable withholding or other taxes and source deductions unless issued equity share capital of the Participant has provided, or is deemed to have provided, such instructions to the CorporationCompany.

Grant of Options. (1) The Corporation confirms that Section 2.1 - Grant of Options ------------------------------ On and as of the Participant has been granted Options under Grant Date the Plan on the following basisCompany grants to Optionee an Option to purchase any part or all of an aggregate number of Shares, subject as stated in Schedule A to this Agreement, upon the terms and conditions set forth in this Agreement. In circumstances where Optionee is required to enter into the Restrictive Covenant agreement set forth in Schedule B, Optionee agrees that the grant of an Option pursuant to this Agreement is sufficient consideration for Optionee entering into such agreement. Optionee acknowledges and agrees that the Company may provide grants of an Option and/or Shares pursuant to this Plan in lieu of any grants the Company is obligated to make under any pre-existing plans, agreements or letters and that such grants when made pursuant to this Plan shall fully discharge the Company's obligations to make any such grant under any pre-existing plan, agreement or letter. Section 2.2 - Exercise Price ---------------------------- Subject to Section 2.4, the exercise price of each Share subject to the Option shall be as stated in Schedule A to this Agreement. Section 2.3 - Employment Rights ------------------------------- Subject to the terms of the Plan: Date Agreement of Grant l Number Restrictive Covenants and Other Obligations where applicable, the rights and obligations of Options l Option Price (C$) l Vesting Schedule (including Performance Criteria) l Option Term l Type Optionee under the terms of Options (U.S. Participant) l (2) Attached hereto his office or employment with the Company or any Subsidiary shall not be affected by his participation in this Plan or any right which he may have to participate in it and forming an integral part Optionee hereby waives any and all rights to compensation or damages in consequence of this Option Agreement the termination of his office or employment for any reason whatsoever insofar as Schedule A is a Form of Election those rights arise or may arise from his ceasing to Exercise that the Participant may use have rights under or be entitled to exercise any of his or her Options in accordance with the Plan at any time and from time to time prior to the expiry of the Option Term as a result of such Options, subject to any vesting or other applicable conditions. Such notice shall be delivered at the Corporation's registered office to the attention of the Corporate Secretary of the Corporation or any other individual that the Corporate Secretary of the Corporation may from time to time designate and shall be accompanied by payment in full of the aggregate Option Price, by cash, certified cheque, bank draft or any other form of payment deemed acceptable by the Corporation. For greater certainty, the aggregate Option Price may not be satisfied by the Participant through the delivery to the Corporation of previously acquired Shares owned by such Participanttermination. (3) If the Participant has executed and become a party to a non-competition or a non-solicitation agreement with the Corporation or any of its Subsidiaries, the Participant's rights hereunder shall be subject to the restrictive covenants and other provisions contained in that agreement. Where the Participant is determined by the Board in its sole and absolute discretion to have breached any such restrictive covenant, all outstanding Options shall terminate and be forfeited immediately; provided, however, that the foregoing will not limit the application of the provisions contained in the Plan and in this Option Agreement. (4) Any exercise of Options by the Participant shall be made in accordance with the Corporation's i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy. Should the expiry date of any Option Term fall within a Black-Out Period or within nine (9) Business Days following the expiration of a Black- Out Period, such expiry date shall be automatically extended without any further act or formality to that date which is the tenth (10th) Business Day after the end of the Black-Out Period, such tenth (10th) Business Day to be considered the expiry date for such Options for all purposes under the Plan. (5) The Participant shall not be permitted to satisfy any portion of any applicable withholding or other taxes and source deductions by delivering to the Corporation previously acquired Shares owned by such Participant, and the Corporation shall not be entitled to reduce the number of Shares to which a Participant is entitled upon the exercise of the Option under the Plan to satisfy any applicable withholding or other taxes and source deductions unless the Participant has provided, or is deemed to have provided, such instructions to the Corporation.

Grant of Options. (1a) The Corporation confirms that Each Stockholder hereby irrevocably grants to Acquisition an exclusive option (the Participant "Call Option") to purchase all Shares of such Stockholder at the Merger Price per Share specified in Section 2.1(c) of the Merger Agreement (the "Option Price"), which Option shall be exercisable by Acquisition at any time after the date hereof and prior to the termination of this Agreement. (b) If (i) the Information Statement has been granted Options under filed with the Plan SEC in preliminary form in accordance with Section 5.4 of the Merger Agreement; (ii) a period of twelve days has elapsed following such filing; (iii) the Company has been advised by the staff of the SEC that it is in the process of reviewing the Information Statement and notwithstanding the Company's reasonable efforts that review has not been completed; and (iv) all of the conditions described in Section 6.1 of the Merger Agreement (other than Section 6.1(e)) have been satisfied, then the Stockholders shall have the option (the "Put Option", and together with the Call Option, the "Options") to require Acquisition to purchase from the Stockholders all, but not less than all, of the Shares of each Stockholder at the Option Price. The Put Option may be exercised by the Stockholders at any time beginning on the following basis, subject to date on which the terms and conditions specified in clauses (i) through (iv) of the Plan: Date of Grant l Number of Options l Option Price (C$) l Vesting Schedule (including Performance Criteria) l Option Term l Type of Options (U.S. Participant) lpreceding sentence are satisfied until this Agreement is terminated. (2c) Attached hereto To exercise an Option, the exercising party shall send a written notice ("Exercise Notice") to each other party specifying the place and forming an integral part the time (which shall be not less than two business days and not more than four business days after the date of this Option Agreement as Schedule A is a Form the Exercise Notice) for the closing of Election to Exercise that the Participant may use to exercise any purchase and sale of his or her Options the Shares in accordance with the Plan at any time exercise of the Option. The closing of the purchase and from time to time prior sale of the Shares (the "Option Closing") pursuant to the expiry exercise of the Option Term of such Options, subject to any vesting or other applicable conditions. Such notice shall be delivered take place at the Corporation's registered office to place and at the attention of the Corporate Secretary of the Corporation or any other individual that the Corporate Secretary of the Corporation may from time to time designate and shall be accompanied by payment in full of the aggregate Option Price, by cash, certified cheque, bank draft or any other form of payment deemed acceptable designated by the Corporationexercising party in the Exercise Notice. For greater certainty, The obligation of Siemens or its designee to purchase the aggregate Shares at the Option Price may not be satisfied by the Participant through the delivery to the Corporation of previously acquired Shares owned by such Participant. (3) If the Participant has executed and become a party to a non-competition or a non-solicitation agreement with the Corporation or any of its Subsidiaries, the Participant's rights hereunder Closing shall be subject to the restrictive covenants and other provisions contained in conditions that agreement. Where the Participant is determined by the Board in its sole and absolute discretion to have breached any such restrictive covenant, (i) all outstanding Options shall terminate and be forfeited immediately; provided, however, that the foregoing will not limit the application of the conditions described in Section 6.1 of the Merger Agreement (other than Section 6.1(e)) shall have been satisfied and (ii) proper arrangements shall have been made to give effect to the provisions contained of Section 1.6 of the Merger Agreement, and the securities law requirements described in the Plan and in this Option AgreementSection 1.6(b) shall have been satisfied. (4d) Any exercise of Options by At the Participant Option Closing, each Stockholder shall be made in accordance with the Corporationsell, assign, convey and transfer to Acquisition, each such Stockholder's i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy. Should the expiry date Shares, free and clear of any Option Term fall within a Black-Out Period and all liens, claims, security interests, encumbrances, options or within nine (9) Business Days following the expiration of a Black- Out Periodadverse claims whatsoever, such expiry date and each Stockholder shall be automatically extended without any further act deliver or formality to that date which is the tenth (10th) Business Day after the end of the Black-Out Period, such tenth (10th) Business Day cause to be considered the expiry date for such Options for all purposes under the Plan. (5) The Participant shall not be permitted delivered to satisfy any portion of any applicable withholding Acquisition a certificate or other taxes and source deductions by delivering to the Corporation previously acquired Shares owned by such Participant, and the Corporation shall not be entitled to reduce certificates representing the number of Shares to which a Participant is entitled upon be delivered by such Stockholder at the exercise Option Closing, duly endorsed, or accompanied by stock powers duly executed in blank, with all required transfer tax stamps affixed thereto. Siemens shall procure that the applicable portions of the Option Price are paid not later than the dates the corresponding portions of the Merger Price per Share first are payable under the Plan to satisfy Merger Agreement. Payment of each amount will be by wire transfer or certified or bank cashier's check or checks. (e) In the event of any applicable withholding change in the Company's capital stock by reason of any stock dividend, stock split, merger, consolidation, recapitalization, combination, conversion, exchange of shares or dividend or other taxes change in the corporate or capital structure of the Company, which would have the effect of diluting or changing Acquisition's rights hereunder, the number and source deductions unless the Participant has provided, kind of shares or is deemed to have provided, such instructions securities subject to the Corporation.Options and the Option Price shall be appropriately and equitably adjusted so that (i) Acquisition shall receive, at the Option Closing, the number and class of shares or other securities or property that Acquisition would have received and (ii) the Stockholders shall receive, at the Option

Grant of Options. (1) The Corporation confirms that Board or the Participant has been granted Options under Committee shall determine, within the Plan on the following basis, subject to the terms and conditions limitations of the Plan: Date , the Participants to whom Options are to be granted under the Plan, the number of Grant l Number of Shares that may be purchased under each such Option and the option price, and shall designate such Options l Option Price (C$) l Vesting Schedule (including Performance Criteria) l Option Term l Type of Options (U.S. Participant) l (2) Attached hereto and forming an integral part of this Option Agreement as Schedule A is a Form of Election to Exercise that at the Participant may use to exercise any of his or her Options in accordance with the Plan at any time and from time to time prior to the expiry of the Option Term of such Options, subject to any vesting grant as either "incentive stock options" or other applicable conditions. Such notice shall be delivered at the Corporation's registered office to the attention of the Corporate Secretary of the Corporation or any other individual that the Corporate Secretary of the Corporation may from time to time designate and shall be accompanied by payment in full of the aggregate Option Price, by cash, certified cheque, bank draft or any other form of payment deemed acceptable by the Corporation. For greater certainty, the aggregate Option Price may not be satisfied by the Participant through the delivery to the Corporation of previously acquired Shares owned by such Participant. (3) If the Participant has executed and become a party to a non-competition or a non-solicitation agreement with the Corporation or any of its Subsidiaries, the Participant's rights hereunder shall be subject to the restrictive covenants and other provisions contained in that agreement. Where the Participant is determined by the Board in its sole and absolute discretion to have breached any such restrictive covenant, all outstanding Options shall terminate and be forfeited immediately; "nonqualified stock options;" provided, however, that Options granted to the foregoing will not limit the application Manager, employees of the Manager or to any other non-employee of the Company may only be "nonqualified stock options." All Options granted pursuant to this Article 4 shall be authorized by the Board or the Committee and shall be evidenced in writing by share option agreements ("Share Option Agreements") in such form and containing such terms and conditions as the Board or the Committee shall determine which are not inconsistent with the provisions contained in of the Plan, and, with respect to any Share Option Agreement granting Options which are intended to qualify as "incentive stock options," are not inconsistent with Section 422 of the Code. Granting an Option pursuant to the Plan shall impose no obligation on the recipient to exercise such option. Any individual who is granted an Option pursuant to this Article 4 may hold more than one Option granted pursuant to such Articles at the same time and in this Option Agreement. (4) Any exercise of Options by may hold both "incentive stock options" and "nonqualified stock options" at the Participant shall be made in accordance with same time. To the Corporation's i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy. Should the expiry date of extent that any Option Term fall within does not qualify as an "incentive stock option" (whether because of its provisions, the time or manner of its exercise or otherwise) such Option or the portion thereof which does not so qualify shall constitute a Black-Out Period or within nine (9) Business Days following the expiration of a Black- Out Period, such expiry date shall be automatically extended without any further act or formality to that date which is the tenth (10th) Business Day after the end of the Black-Out Period, such tenth (10th) Business Day to be considered the expiry date for such Options for all purposes under the Planseparate "nonqualified stock option. (5) The Participant shall not be permitted to satisfy any portion of any applicable withholding or other taxes and source deductions by delivering to the Corporation previously acquired Shares owned by such Participant, and the Corporation shall not be entitled to reduce the number of Shares to which a Participant is entitled upon the exercise of the Option under the Plan to satisfy any applicable withholding or other taxes and source deductions unless the Participant has provided, or is deemed to have provided, such instructions to the Corporation."

Grant of Options. (1) The Corporation confirms that the Participant has been granted Options under the Plan on the following basis, subject 3.1 Subject to the terms and conditions provisions of this Plan, the board of directors of the Plan: Date of Grant l Number of Options l Option Price (C$) l Vesting Schedule (including Performance Criteria) l Option Term l Type of Options (U.S. Participant) l (2) Attached hereto and forming an integral part of this Option Agreement as Schedule A is a Form of Election to Exercise that the Participant may use to exercise any of his or her Options in accordance with the Plan at any time and from time to time prior to the expiry of the Option Term of such Options, subject to any vesting or other applicable conditions. Such notice shall be delivered at the Corporation's registered office to the attention of the Corporate Secretary of the Corporation or any other individual that the Corporate Secretary of the Corporation Company may from time to time designate and shall authorize the granting of Options to one or more Employees, one or more Directors or one or more Service Providers. The total number of Shares issuable pursuant to Options under the Plan shall, at any time, be accompanied by payment in full 10% of the aggregate Option Priceissued and outstanding Shares and, by cash, certified cheque, bank draft or any other form of payment deemed acceptable by the Corporation. For for greater certainty, any Shares issued upon the aggregate Option Price may not be satisfied by the Participant through the delivery to the Corporation of previously acquired Shares owned by such Participant. (3) If the Participant has executed and become a party to a non-competition or a non-solicitation agreement with the Corporation or any of its Subsidiaries, the Participant's rights hereunder shall be subject to the restrictive covenants and other provisions contained in that agreement. Where the Participant is determined by the Board in its sole and absolute discretion to have breached any such restrictive covenant, all outstanding Options shall terminate and be forfeited immediately; provided, however, that the foregoing will not limit the application of the provisions contained in the Plan and in this Option Agreement. (4) Any exercise of Options by shall not reduce the Participant shall percentage of Shares which may be made in accordance with the Corporation's i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy. Should the expiry date of any Option Term fall within a Black-Out Period or within nine (9) Business Days following the expiration of a Black- Out Period, such expiry date shall be automatically extended without any further act or formality issuable pursuant to that date which is the tenth (10th) Business Day after the end of the Black-Out Period, such tenth (10th) Business Day to be considered the expiry date for such Options for all purposes options under the Plan. (5) The Participant ; provided that the total number of Shares subject to Options and to other stock options granted to any one person shall not be exceed such maximum number as is permitted from time to satisfy time under any portion applicable law or regulation or under the rules of any applicable withholding or other taxes stock exchange on which the Shares are listed. In determining the Employees to whom Options are to be granted and source deductions by delivering to the Corporation previously acquired Shares owned by such Participant, and the Corporation shall not be entitled to reduce the number of Shares subject to which a Participant is entitled upon each Option to be granted to Employees, the exercise duties, remuneration, length of service and present and potential contribution of an Employee to the success of the Company and/or its Subsidiaries and such other factors as shall from time to time be deemed relevant by the board of directors of the Company will be considered. In determining the Directors to whom Options are to be granted and the number of Shares subject to each Option to be granted to Directors, the length of service of the Director and his present and potential contribution to the Company and/or its Subsidiaries and such other factors as shall from time to time be deemed relevant by the board of directors of the Company will be considered. In determining the Service Providers to whom Options are to be granted and the number of Shares subject to each Option to be granted to Service Providers, the present and potential contribution of the Service Provider to the Company and/or its Subsidiaries and such other factors as shall from time to time be deemed relevant by the board of directors of the Company will be considered. Subject to the provisions of this Plan and the rules of any stock exchange on which the Shares are listed, an Employee, Director or Service Provider who is eligible under this Plan may be granted more than one Option to purchase Shares pursuant to this Plan if the Plan board of directors shall so determine and may participate, if eligible, in any other stock purchase or option plan of the Company. 3.2 No Options shall be granted to satisfy any applicable withholding Optionee if such grant could result, at any time, in: 3.2.1 the number of Shares reserved for issuance pursuant to Options or other taxes stock options granted to Insiders exceeding 10% of the Outstanding Issue; 3.2.2 the issuance to Insiders, within a one-year period, of a number of Shares exceeding 10% of the Outstanding Issue; 3.2.3 the issuance to any one Insider and source deductions unless such Insider's associates, within a one-year period, of a number of Shares exceeding 5% of the Participant has provided, Outstanding Issue; or 3.2.4 the number of Shares reserved for issuance to any one person pursuant to Options or is deemed to have provided, such instructions to other stock options exceeding 5% of the CorporationOutstanding Issue.

Grant of Options. 3.1 Subject to Rule 4, the Board may by deed grant or procure that some other person grants an option to acquire shares in the Company which satisfy the requirements of paragraphs 10 to 14 of Schedule 9 (1) The Corporation confirms that fully paid up, unrestricted, ordinary share capital), at the Participant has been granted Options under the Plan on the following basisGrant Date and, subject to Rule 7.5, at the date of exercise of the option, upon the terms set out in this Scheme and conditions of upon such other objective terms as the Plan: Date of Grant l Number of Options l Option Price (C$) l Vesting Schedule (including Performance Criteria) l Option Term l Type of Options (U.S. Participant) l (2) Attached hereto and forming Board may specify, to any person who is eligible to be granted an integral part of this Option Agreement as Schedule A is a Form of Election to Exercise that the Participant may use to exercise any of his or her Options option in accordance with Rule 2; and for this purpose an option to acquire includes an option to purchase and an option to subscribe. 3.2 The price at which shares may be acquired by the Plan at any time and from time to time prior to the expiry exercise of the Option Term of such Options, subject to any vesting or other applicable conditions. Such notice an option shall be delivered at the Corporation's registered office to the attention of the Corporate Secretary of the Corporation or any other individual that the Corporate Secretary of the Corporation may from time to time designate and shall be accompanied by payment in full of the aggregate Option Price, by cash, certified cheque, bank draft or any other form of payment deemed acceptable by the Corporation. For greater certainty, the aggregate Option Price may not be satisfied by the Participant through the delivery to the Corporation of previously acquired Shares owned by such Participant. (3) If the Participant has executed and become a party to a non-competition or a non-solicitation agreement with the Corporation or any of its Subsidiaries, the Participant's rights hereunder shall be subject to the restrictive covenants and other provisions contained in that agreement. Where the Participant is determined by the Board in before its sole and absolute discretion to have breached any such restrictive covenantgrant, all outstanding Options shall terminate and be forfeited immediately; provided, however, that the foregoing will not limit the application of the provisions contained in the Plan and in this Option Agreement. (4) Any exercise of Options by the Participant shall be made in accordance with the Corporation's i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy. Should the expiry date of any Option Term fall within a Black-Out Period or within nine (9) Business Days following the expiration of a Black- Out Period, such expiry date shall be automatically extended without any further act or formality to that date which is the tenth (10th) Business Day after the end of the Black-Out Period, such tenth (10th) Business Day to be considered the expiry date for such Options for all purposes under the Plan. (5) The Participant but shall not be permitted to satisfy any portion of any applicable withholding or other taxes and source deductions by delivering to the Corporation previously acquired Shares owned by such Participant, and the Corporation shall not be entitled to reduce the number of Shares to which a Participant is entitled upon the exercise less than:- 3.2.1 if shares of the same class as those shares are listed in the London Stock Exchange Daily Official List, the middle-market quotation of shares of that class (as derived from that List) on the dealing day immediately preceding the Grant Date (or such other dealing day as may be agreed in advance with the Inland Revenue) or, in the case of an option which is intended to be a Qualifying Stock Option within the meaning of the US Internal Revenue Code, the middle market quotation of shares of that class (as derived from that list) on the Grant Date; 3.2.2 if Rule 3.2.1 does not apply, the market value (within the meaning of Part VIII of the Taxation of Chargeable Gains Act 1992) of shares of that class, as agreed in advance for the purposes of this Scheme with the Shares Valuation Division of the Inland Revenue, on the Grant Date (or such other day as may be agreed in advance with the Inland Revenue); or 3.2.3 in the case of an option to acquire shares only by subscription, the nominal value of those shares. 3.3 Subject to Rule 3.4, an option may only be granted:- 3.3.1 within the period of 6 weeks beginning with - (a) the date on which this Scheme is approved and adopted by the Company (provided that no options may be granted under Part A of the Plan Scheme until it has been approved by the Inland Revenue); or (b) the date on which Part A of this Scheme is approved by the Inland Revenue under Schedule 9; or (c) the dealing day next following the date on which the Company announces its results for any period; or 3.3.2 at any other time when the circumstances are considered by the Board to satisfy be sufficiently exceptional to justify its grant; and 3.3.3 within the period of 10 years beginning with the date on which this Scheme is adopted by the Company. 3.4 An option granted to any applicable withholding or other taxes and source deductions unless the Participant has providedperson:- 3.4.1 shall not, or except as provided in Rule 5.4, be capable of being transferred by him; and 3.4.2 shall lapse forthwith if he is deemed to have provided, such instructions to the Corporationadjudged bankrupt.

Grant of Options. (1) The Corporation confirms that the Participant has been Any Options shall be granted Options under the Plan on the following basis, subject to upon the terms and conditions of the Plan: Date of Grant l Number of Options l Option Price (C$) l Vesting Schedule (including Performance Criteria) l Option Term l Type of Options (U.S. Participant) l (2) Attached hereto and forming an integral part of this Option Agreement set out in these Rules or such different terms as Schedule A is a Form of Election to Exercise that the Participant may use to exercise any of his or her Options be approved in accordance with Section 6. Any Options shall be granted in the Plan at any time form of a written or electronic Option Agreement between the Company and from time to time prior to the expiry relevant Optionholder which agreement shall incorporate these Rules and shall specify: details of the Option Term Optionholder; the Grant Date; the number of such Time-based Options, subject to any vesting or other applicable conditions. Such notice shall be delivered at the Corporation's registered office to the attention number of the Corporate Secretary of the Corporation or any other individual that the Corporate Secretary of the Corporation may from time to time designate and shall be accompanied by payment in full of the aggregate Option Price, by cash, certified cheque, bank draft or any other form of payment deemed acceptable by the Corporation. For greater certaintyPerformance-based Options, the aggregate Option Price may not be satisfied by number of Options and the Participant through the delivery to the Corporation of previously acquired Shares owned by such Participant. (3) If the Participant has executed and become a party to a non-competition or a non-solicitation agreement with the Corporation or any of its Subsidiaries, the Participant's rights hereunder shall be subject to the restrictive covenants and other provisions contained in that agreement. Where the Participant is determined by the Board in its sole and absolute discretion to have breached any such restrictive covenant, all outstanding Options shall terminate and be forfeited immediately; provided, however, that the foregoing will not limit the application corresponding aggregate nominal value of the provisions contained in the Plan and in this Option Agreement. (4) Any exercise of Options by the Participant shall be made in accordance with the Corporation's i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy. Should the expiry date of any Option Term fall within a Black-Out Period or within nine (9) Business Days following the expiration of a Black- Out Period, such expiry date shall be automatically extended without any further act or formality to that date which is the tenth (10th) Business Day after the end of the Black-Out Period, such tenth (10th) Business Day Share to be considered the expiry date for such Options for all purposes under the Plan. (5) The Participant shall not be permitted to satisfy any portion of any applicable withholding or other taxes and source deductions by delivering to the Corporation previously acquired Shares owned by such Participant, and the Corporation shall not be entitled to reduce the number of Shares to which a Participant is entitled upon the exercise of such Options; the Exercise Price; terms of vesting; applicability of Performance Periods and Goals; any terms deviating from these Rules determined in accordance with Section 6. Simultaneously with signing the Option under Agreement the Plan Optionholder shall grant to satisfy any applicable withholding the Company a power of attorney in the form set out in Appendix 3 (the “Power of Attorney”) authorizing the Company to exercise Options on behalf of the Optionholder and to (i) sell the Share underlying such Options to a Purchaser (as defined in the Power of Attorney) and take actions related thereto or (ii) to transfer the Share to the Company or other taxes and source deductions shareholders of the Company in the course of exercise of the Repurchase Option as set forth in Section 16. Upon the respective request of the Company, the Optionholder shall arrange the notarization of the Power of Attorney by a notary public in Estonia within 30 days of such request. The Company shall use the Power of Attorney only in accordance with these Rules. The Company may not exercise the Options pursuant to clause 1 of the Power of Attorney unless the Participant has provided, or is deemed to have provided, such instructions cash proceeds due on completion of a sale of the Option Share to the CorporationPurchaser (as defined in the Power of Attorney) exceed the total amounts deductible pursuant to clause 7 of the Power of Attorney. The Company may not enter into an agreement for the sale of the Option Share (as defined in the Power of Attorney) pursuant to clause 3 of the Power of Attorney, unless such sale is executed on terms which are no less favourable than those offered to other shareholders of the Company who are in comparable situation.

Grant of Options. (1a) The Corporation confirms that Each Stockholder hereby irrevocably grants to Acquisition an exclusive option (the Participant "Call Option") to purchase all Shares of such Stockholder at the Merger Price per Share specified in Section 2.1(c) of the Merger Agreement (the "Option Price"), which Option shall be exercisable by Acquisition at any time after the date hereof and prior to the termination of this Agreement. (b) If (i) the Information Statement has been granted Options under filed with the Plan SEC in preliminary form in accordance with Section 5.4 of the Merger Agreement; (ii) a period of twelve days has elapsed following such filing; (iii) the Company has been advised by the staff of the SEC that it is in the process of reviewing the Information Statement and notwithstanding the Company's reasonable efforts that review has not been completed; and (iv) all of the conditions described in Section 6.1 of the Merger Agreement (other than Section 6.1(e)) have been satisfied, then the Stockholders shall have the option (the "Put Option", and together with the Call Option, the "Options") to require Acquisition to purchase from the Stockholders all, but not less than all, of the Shares of each Stockholder at the Option Price. The Put Option may be exercised by the Stockholders at any time beginning on the following basis, subject to date on which the terms and conditions specified in clauses (i) through (iv) of the Plan: Date of Grant l Number of Options l Option Price (C$) l Vesting Schedule (including Performance Criteria) l Option Term l Type of Options (U.S. Participant) lpreceding sentence are satisfied until this Agreement is terminated. (2c) Attached hereto To exercise an Option, the exercising party shall send a written notice ("Exercise Notice") to each other party specifying the place and forming an integral part the time (which shall be not less than two business days and not more than four business days after the date of this Option Agreement as Schedule A is a Form the Exercise Notice) for the closing of Election to Exercise that the Participant may use to exercise any purchase and sale of his or her Options the Shares in accordance with the Plan at any time exercise of the Option. The closing of the purchase and from time to time prior sale of the Shares (the "Option Closing") pursuant to the expiry exercise of the Option Term of such Options, subject to any vesting or other applicable conditions. Such notice shall be delivered take place at the Corporation's registered office to place and at the attention of the Corporate Secretary of the Corporation or any other individual that the Corporate Secretary of the Corporation may from time to time designate and shall be accompanied by payment in full of the aggregate Option Price, by cash, certified cheque, bank draft or any other form of payment deemed acceptable designated by the Corporationexercising party in the Exercise Notice. For greater certainty, The obligation of Siemens or its designee to purchase the aggregate Shares at the Option Price may not be satisfied by the Participant through the delivery to the Corporation of previously acquired Shares owned by such Participant. (3) If the Participant has executed and become a party to a non-competition or a non-solicitation agreement with the Corporation or any of its Subsidiaries, the Participant's rights hereunder Closing shall be subject to the restrictive covenants and other provisions contained in conditions that agreement. Where the Participant is determined by the Board in its sole and absolute discretion to have breached any such restrictive covenant, (i) all outstanding Options shall terminate and be forfeited immediately; provided, however, that the foregoing will not limit the application of the conditions described in Section 6.1 of the Merger Agreement (other than Section 6.1(e)) shall have been satisfied and (ii) proper arrangements shall have been made to give effect to the provisions contained of Section 1.6 of the Merger Agreement, and the securities law requirements described in the Plan and in this Option AgreementSection 1.6(b) shall have been satisfied. (4d) Any exercise of Options by At the Participant Option Closing, each Stockholder shall be made in accordance with the Corporationsell, assign, convey and transfer to Acquisition, each such Stockholder's i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy. Should the expiry date Shares, free and clear of any Option Term fall within a Black-Out Period and all liens, claims, security interests, encumbrances, options or within nine (9) Business Days following the expiration of a Black- Out Periodadverse claims whatsoever, such expiry date and each Stockholder shall be automatically extended without any further act deliver or formality to that date which is the tenth (10th) Business Day after the end of the Black-Out Period, such tenth (10th) Business Day cause to be considered the expiry date for such Options for all purposes under the Plan. (5) The Participant shall not be permitted delivered to satisfy any portion of any applicable withholding Acquisition a certificate or other taxes and source deductions by delivering to the Corporation previously acquired Shares owned by such Participant, and the Corporation shall not be entitled to reduce certificates representing the number of Shares to be delivered by such Stockholder at the Option Closing, duly endorsed, or accompanied by stock powers duly executed in blank, with all required transfer tax stamps affixed thereto. Siemens shall procure that the applicable portions of the Option Price are paid not later than the dates the corresponding portions of the Merger Price per Share first are payable under the Merger Agreement. Payment of each amount will be by wire transfer or certified or bank cashier's check or checks. (e) In the event of any change in the Company's capital stock by reason of any stock dividend, stock split, merger, consolidation, recapitalization, combination, conversion, exchange of shares or dividend or other change in the corporate or capital structure of the Company, which a Participant is entitled would have the effect of diluting or changing Acquisition's rights hereunder, the number and kind of shares or securities subject to the Options and the Option Price shall be appropriately and equitably adjusted so that (i) Acquisition shall receive, at the Option Closing, the number and class of shares or other securities or property that Acquisition would have received and (ii) the Stockholders shall receive, at the Option Closing, the consideration they would have received in respect of the Shares purchasable upon the exercise of the Option under Options if the Plan Options had been exercised immediately prior to satisfy any applicable withholding or other taxes and source deductions unless the Participant has provided, or is deemed to have provided, such instructions to the Corporationevent.

Grant of Options. (1) The Corporation confirms that a. Upon the Participant has been granted Options under the Plan on the following basis, terms and subject to the terms conditions hereinafter set forth, the Corporation hereby grants to the Optionee the right and conditions option to purchase from the Corporation a total of Eight Hundred Thousand (800,000) Shares of the Plan: Date Corporation at an exercise (i.e., purchase) price determined by the provisions of Grant l Number of Section 6 hereof (the "Options"). The Options l Option Price (C$) l Vesting Schedule (including Performance Criteria) l Option Term l Type of Options (U.S. Participant) l (2) Attached hereto granted hereby shall be exercisable as provided in Sections 2 and forming 3 hereof unless terminated at an integral part of this Option Agreement as Schedule A is a Form of Election to Exercise that the Participant may use to exercise any of his or her Options earlier date in accordance with the Plan at terms of this Agreement. If the Options shall terminate for any time and from time reason without having been exercised in full, the Corporation may use any then remaining unpurchased Shares reserved for the grant of options to time prior to any other employee or party selected by the expiry Board of Directors of the Option Term Corporation (the "Board") or for any other appropriate corporate purpose, as determined in the sole discretion of such Optionsthe Board. The Options shall become exercisable immediately upon vesting. b. The Options granted by this Agreement are not, subject and shall not be deemed, to any vesting or other applicable conditions. Such notice shall be delivered at have been granted under the Corporation's registered office to 1999 Stock Option Plan (the attention of "1999 Plan"), the Corporate Secretary Corporation's 1993 Non-Statutory Stock Option Plan (the "1993 Plan") or any other stock option plan of the Corporation or any other individual that the Corporate Secretary in effect as of the Corporation may from time to time designate and shall be accompanied by payment in full of date hereof or hereafter adopted (the aggregate Option Price, by cash, certified cheque, bank draft or any other form of payment deemed acceptable by the Corporation. For greater certainty, the aggregate Option Price may not be satisfied by the Participant through the delivery to the Corporation of previously acquired Shares owned by such Participant. (3) If the Participant has executed and become a party to a non-competition or a non-solicitation agreement with the Corporation or any of its Subsidiaries, the Participant's rights hereunder shall be subject to the restrictive covenants and other provisions contained in that agreement. Where the Participant is determined by the Board in its sole and absolute discretion to have breached any such restrictive covenant, all outstanding Options shall terminate and be forfeited immediately; provided, however, that the foregoing will not limit the application of the provisions contained in the Plan and in this Option Agreement. (4) Any exercise of Options by the Participant shall be made in accordance with the Corporation's i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy. Should the expiry date of any Option Term fall within a Black-Out Period or within nine (9) Business Days following the expiration of a Black- Out Period, such expiry date shall be automatically extended without any further act or formality to that date which is the tenth (10th) Business Day after the end of the Black-Out Period, such tenth (10th) Business Day to be considered the expiry date for such Options for all purposes under the Plan. (5) The Participant shall not be permitted to satisfy any portion of any applicable withholding or other taxes and source deductions by delivering to the Corporation previously acquired Shares owned by such Participant"Other Plans"), and the Corporation number of Shares which may be reserved for the Optionee's exercise of the Options granted hereunder shall not be entitled to reduce the number of Shares to which a Participant is entitled upon the exercise of the Option reserved under the 1999 Plan, the 1993 Plan or any Other Plans and, in the event the Options granted hereunder shall terminate for any reason without having been exercised in full, none of any then remaining unpurchased Shares subject to satisfy the Options shall increase the total number of Shares then reserved for purchase under the 1999 Plan, the 1993 Plan or any applicable withholding or other taxes and source deductions unless the Participant has provided, or is deemed to have provided, such instructions to Other Plan of the Corporation. c. It is intended both by the Corporation and Optionee that the Options granted hereby shall be Non-Statutory Stock Options.