| 1. |
Introduction and Interpretation
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| 1.1 |
Purpose
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| 1.2 |
Definitions
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| (a) |
"Administrative Agreement" has the meaning set forth in section 2.2(a);
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| (b) |
"affiliate" has the meanings set forth in the Securities Act;
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| (c) |
"Aggregate Insider Limit" has the meaning set forth in section 4.5(a);
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| (d) |
"Applicable Law" means any applicable provision of law, domestic or foreign, including, without limitation, applicable securities legislation, together with all regulations, rules, policy
statements, rulings, notices, orders or other instruments promulgated thereunder, and Stock Exchange Rules;
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| (e) |
"Approval Date" has the meaning set forth in section 4.1(b);
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| (f) |
"Blackout Period" means a period of time during which the Optionee cannot exercise an Option, or sell Shares, due to applicable policies of the Company in respect of insider trading, which
period includes, without limitation, up to 48 hours after the Company has disseminated a news release with material information concerning the business and affairs of the Company;
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| (g) |
"Board" means the board of directors of the Company as constituted from time to time;
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| (h) |
"Business Day" any day that is not a Saturday, Sunday or holiday (as defined in the Interpretation Act (British Columbia)) in Vancouver, British
Columbia;
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| (i) |
"Change of Control" includes:
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| (i) |
the acquisition whether directly or indirectly, by a person or company, or any persons or companies acting jointly or in concert (as determined in accordance with the Securities Act and the rules and regulations thereunder) of voting
securities of the Company which, together with any other voting securities of the Company held by such person or company or persons or companies, constitute, in the aggregate, more than 50% of all outstanding voting securities of the
Company;
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| (ii) |
an amalgamation, arrangement or other form of business combination of the Company with another company which results in the holders of voting securities of that other company holding, in the aggregate, 50% or more of all outstanding
voting securities of the Company (including a merged or successor company) resulting from the business combination;
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| (iii) |
the sale, lease or exchange of all or substantially all of the property of the Company to another person, other than in the ordinary course of business of the Company or to a related entity; or
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| (iv) |
any other transaction that is deemed to be a "Change of Control" for the purposes of this Plan by the Board in its sole discretion.
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(j)
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"Committee" means the Board, the Compensation Committee or such other persons as are designated by the Board to administer the Plan;
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| (k) |
"Company" means SilverCrest Metals Inc. and its successors and assigns, and any reference in the Plan to action by the Company means action by or under the authority of the Board or the
Committee;
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| (1) |
"Consultant" means a person, other than an Employee, Executive Officer, or director of the Company or of a related entity of the Company, that
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| (i) |
is engaged to provide services to the Company or a related entity of the Company, other than services provided in relation to a distribution,
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| (ii) |
provides the services under a written contract with the Company or a related entity of the Company, and
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| (iii) |
spends or will spend a significant amount of time and attention on the affairs and business of the Company or a related entity of the Company
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| (iv) |
for an individual Consultant, a corporation of which the individual Consultant is an Employee or shareholder, and a partnership of which the individual Consultant is an Employee or partner, and
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| (v) |
for a Consultant that is not an individual, an Employee, Executive Officer, or director of the Consultant, provided that the individual Employee, Executive Officer, or director spends or will spend a significant amount of time and
attention on the affairs and business of the issuer or a related entity of the issuer;
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| (m) |
"Effective Date" means June 15, 2022;
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| (n) |
"Eligible Person" means any director of the Company, Executive Officer, Employee, Consultant or other personnel of the Company (including any Subsidiary of the Company);
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| (o) |
"Employee" means:
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| (i) |
an individual who is considered an employee of the Corporation or its Subsidiary under the Income Tax Act (Canada) (and for whom income tax, employment insurance and Canada Pension Plan
deductions must be made at source);
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| (ii) |
an individual who works full-time for the Corporation or its Subsidiary providing services normally provided by an employee and who is subject to the same control and direction by the Corporation over the details and methods of work as
an employee of the Corporation, but for whom income tax deductions are not made at source; or
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| (iii) |
an individual who works for the Corporation or its Subsidiary on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and
direction by the Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source;
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| (p) |
"Exchange" means, collectively, the TSX, any successor thereto and any other stock exchange (including NYSE American), inter-dealer quotation network or other organized trading facility through
which the Shares trade or are quoted from time to time;
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| (q) |
"Executive Officer" means an individual who is (a) a chair or vice-chair of the Company (unless such individual acts in either position on a part-time or non-executive basis), (b) president of
the Company or of a Subsidiary of the Company, (c) a vice-president in charge of a principal business unit, division or function of the Company or of a Subsidiary of the Company, including sales, finance or production, or (d) performing a
policy-making function in respect of the Company or a Subsidiary of the Company;
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| (r) |
"Exercise Price" means the price per Share at which the Optionee is entitled to purchase the underlying Share or Shares in the Corporation, subject to any adjustments pursuant to section 7.2;
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| (s) |
"Expiry Date" means the date designated by the Board at the time of grant on which the Option expires and is of no further force and effect, except in accordance with the provisions related to a
Blackout Period described in section 4.1(c);
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| (t) |
"Individual Limit" has the meaning set forth in section 4.4;
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| (u) |
"Insider" means an "insider" as defined in the TSX Company Manual, as amended from time to time;
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| (v) |
"Long-Term Disability" means a circumstance whereby the Company is able and elects, either under the terms of an employment contract or at common law, to terminate or consider frustrated the
employment of an Optionee due to the Optionee's long-term disability;
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| (w) |
"Market Price" means, with respect to any particular date, the last closing price of the Shares on the TSX preceding the relevant date;
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| (x) |
"Non-Employee Director" means a director of the Company who, at the relevant time, is not: (i) an Employee of the Company; (ii) an Executive Officer of the Company, or (iii) a Consultant to the
Company;
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| (y) |
"Notice of Grant of Options" means a written notice from the Company to the Optionee evidencing a grant of Options made pursuant to the Plan;
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| (z) |
"Option" means an option to purchase a Share granted under the Plan, including the Pre-Plan Options;
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(aa)
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"Optionee" means an Eligible Person to whom an Option has been granted;
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(bb)
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"Plan" means the SilverCrest Metals Inc. Stock Option Plan, as amended and restated from time to time in accordance with its terms;
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(cc)
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"Plan Administrator" means the person or corporation appointed by the Company under section 2.2 to provide administrative services in respect of the Plan;
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(dd)
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"Pre-Plan Options" has the meaning set forth in section 3.3;
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(ee)
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"Retirement" means a resignation from employment with the Company by an Optionee in circumstances the Committee, acting reasonably, deems to constitute retirement
from employment, and not resignation to obtain alternate employment;
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(ff)
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"Securities Act" means the Securities Act (British Columbia), as amended from time to time;
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(gg)
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"Security Based Compensation Arrangements" has the meaning ascribed thereto in Part VI of the TSX Company Manual, as amended from time to time;
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(hh)
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"Shares" means a common share in the capital of the Company and any other share that may be added thereto or substituted therefore as a result of amendments to the
articles of the Company, reorganization or otherwise, including any rights that form a part of the common share or substituted share;
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(ii)
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"Stock Exchange Rules" means the applicable rules of the Exchange;
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(jj)
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"Subsidiary" has the meaning set forth in the Securities Act;
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(kk)
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"Successor Corporation" has the meaning set forth in section 7.3;
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(II)
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"Transaction" has the meaning set forth in section 7.1;
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(mm)
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"TSX" means the Toronto Stock Exchange or, if the Shares are not then listed and posted for trading on TSX, any reference to TSX herein should be interpreted as
referring to such stock exchange in Canada on which the Shares are listed and posted for trading as may be selected for such purpose by the Board;
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(nn)
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"U.S. Securities Act" means the United States Securities Act of 1933, as amended.
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| 1.3 |
Construction and Interpretation
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| (a) |
In this Plan, all references to the masculine include the feminine; references to the singular shall include the plural and vice versa, as the context shall require.
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| (b) |
The headings of all in the Plan are inserted for convenience of reference only and shall not affect the construction or interpretation of the Plan. References to "section" mean a section contained in the Plan unless expressly stated
otherwise.
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| (c) |
In this Plan, "including" and "includes" mean including or includes, as the case may be, without limitation. The words "hereto", "herein", "hereby", "hereunder", "hereof" and similar expressions mean or refer to the Plan as a whole and
not to any particular section or other part hereof.
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| (d) |
Whenever the Board or, where applicable, the Committee or any sub-delegate of the Committee is to exercise discretion in the administration of the terms and conditions of this Plan, the term "discretion" means the sole and absolute
discretion of the Board, the Committee or sub-delegate of the Committee, as the case may be.
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| (e) |
Unless otherwise specified, all references to money amounts are to Canadian currency.
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| 1.4 |
Effective Date
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| 2. |
Plan Administration
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| 2.1 |
Administration
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| (a) |
the authority to grant Options;
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| (b) |
to determine the number of Shares subject by each Option;
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| (c) |
to determine the Exercise Price of each Option, subject to the provisions of this Plan;
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| (d) |
to determine the Eligible Persons to whom, and the time or times at which, Options shall be granted;
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| (e) |
to determine the time or times when Options will be granted, vested and exercisable (including any determination to accelerate the vesting of any Options granted hereunder) and determine the Expiry Date of an Option;
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| (f) |
to determine if the Shares that are issuable on the exercise of an Option will be subject to any restrictions upon the exercise of such Option;
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| (g) |
to establish policies and to adopt rules and regulations for carrying out the purposes, provisions and administration of the Plan;
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| (h) |
to interpret and construe the Plan and to determine all questions arising out of the Plan and any Option granted pursuant to the Plan (and any such interpretation, construction or determination made by the Committee shall be final,
binding and conclusive for all purposes on the Company and the Optionee);
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| (i) |
to determine and prescribe the terms and provisions of Notices of Grant of Options (which need not be identical) provided in connection with grants of Options and the form of documents or processes in respect of the exercise of
Options;
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|
(j)
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to make all other determinations deemed necessary or advisable for the administration of the Plan; and
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(k)
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to appoint, in accordance with section 2.2, one or more persons or corporations to perform the duties of the Plan Administrator under the Plan.
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| 2.2 |
Agreements
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| (a) |
The Company may enter into an agreement or agreements with a person or corporation to perform the duties of the Plan Administrator as set out in this Plan (each, an "Administrative Agreement").
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| (b) |
The Company shall have the right at any time and from time to time, to remove from office the Plan Administrator under the Plan and to appoint another Plan Administrator in its stead in accordance with the terms of the relevant
Administrative Agreement.
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| 2.3 |
Shares Subject to Plan
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| 2.4 |
Conditions to Grant or Exercise
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| (a) |
represented, warranted and agreed in form and substance satisfactory to the Company that the Optionee is acquiring and will acquire such Option and the Shares to be issued upon the exercise thereof or, as the case may be, is acquiring
such Shares, for the Optionee's own account, for investment and not with a view to or in connection with any distribution, that the Optionee has had access to such information as is necessary to enable evaluation of the merits and risks
of such investment and that the Optionee is able to bear the economic risk of holding such Shares for an indefinite period;
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| (b) |
provided certain representations, warranties and certifications to the Company to satisfy the requirements of applicable securities laws;
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| (c) |
agreed to restrictions on transfer in form and substance satisfactory to the Company and to an endorsement on any option agreement or certificate representing the Shares making appropriate reference to such restrictions; and
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| (d) |
agreed to indemnify the Company in connection with the foregoing.
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| 2.5 |
Additional Requirements
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| 3. |
Plan Participation
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| 3.1 |
Eligibility
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| 3.2 |
Participation
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| 3.3 |
Pre-Plan Options
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| 3.4 |
Option Grants for Transactions
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| 4. |
Grant of Options
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| 4.1 |
Grant of Options
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| (a) |
the Expiry Date of an Option shall be no later than the date which is ten years from the date of grant of such Option;
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| (b) |
the date of grant of an Option shall be either the date on which such Option was approved by the Committee (the "Approval Date"), or, if the Approval Date was not a Business Day, then the
Business Day immediately following the Approval Date, or, if the Approval Date occurred during a Blackout Period applicable to the relevant Optionee, then the Business Day immediately following the expiry of the Blackout Period applicable
to the relevant Optionee; and
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| (c) |
notwithstanding section 4.1(a), if the Expiry Date of an Option occurs during a Blackout Period applicable to the relevant Optionee, or within ten Business Days after the expiry of a Blackout Period applicable to the relevant Optionee,
then the Expiry Date for the Option shall be the date that is the tenth Business Day after the expiry of the Blackout Period.
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| 4.2 |
Notice of Grant of Options
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| 4.3 |
Exercise Price
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| 4.4 |
Restrictions on Number of Options to Individual Optionee
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| 4.5 |
Restrictions on Number of Options to Insiders and Non-Employee Directors
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| (a) |
the number of Shares issuable to Insiders as a group, at any time, under the Plan, or when combined with all of the other Security Based Compensation Arrangements adopted by the Company, shall not exceed 10% of the number of issued and
outstanding Shares (on a non-diluted basis) at the date of grant of the Option (the "Aggregate Insider Limit");
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| (b) |
the number of Shares that may be issued to Insiders as a group, within any one-year period, under the Plan, or when combined with all of the other Security Based Compensation Arrangements adopted by the Company, shall not exceed the
Aggregate Insider Limit;
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| (c) |
the number of Shares that may be issued to any one Insider under the Plan, or when combined with all of the other Security Based Compensation Arrangements adopted by the Company, shall not exceed the Individual Limit; and
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| (d) |
the Plan will limit the aggregate annual value of Options that may be granted to each Non-Employee Director under the Plan and any other Security Based Compensation Arrangements established or maintained by the Company so that such
value does not exceed $150,000 per Non-Employee Director per financial year of the Company, of which no more than $100,000 may be in the form of Options. The value of each Option shall be determined by the valuation method used by the
Company, as disclosed in the Company's last publicly filed financial statements before the grant of the Option.
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| 5. |
Exercise of Options
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| 5.1 |
Exercise
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| (a) |
completion of such registration or other qualification of such Shares or obtaining approval of such governmental or regulatory authority as the Company shall determine to be necessary or advisable in connection with the authorization,
issuance or sale thereof;
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| (b) |
the admission of such Shares to listing on any stock exchange on which the Shares may then be listed;
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| (c) |
the receipt from the Optionee of such representations, warranties, agreements and undertakings, as the Company determines is necessary or advisable in order to safeguard against the violation of the securities laws of any jurisdiction;
and
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| (d) |
the satisfaction of any conditions on exercise prescribed pursuant to the provisions hereof.
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| 5.2 |
Net Settlement of Options
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| 5.3 |
Blackout Period
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| 6. |
Termination of Employment
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| 6.1 |
No Right to Exercise after Termination
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| 6.2 |
Termination Other than for Retirement, Long-Term Disability, Death or Just Cause
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| 6.3 |
Termination Due to Retirement or Long-Term Disability
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| 6.4 |
Death of the Optionee
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| 6.5 |
No Right of Transfer
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| 6.6 |
Transfer Not Termination for Plan Purposes
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| 6.7 |
Change in Employment
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| 6.8 |
Deemed Non-Interruption of Engagement
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| 7. |
Business Combinations and Certain Adjustments
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| 7.1 |
Business Combinations
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| (a) |
each exercisable Option then held by the Optionee shall remain exercisable for a period of 90 days or such other period of time that the Committee determines from the date of such termination of employment, but not later than the end
of the Expiry Date, and thereafter any such Option shall expire; and
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| (b) |
each non-exercisable Option then held by the Optionee shall become exercisable upon such termination of employment and shall remain exercisable for a period of 90 days or such other period of time that the Committee determines from the
date of such termination of employment, but not later than the end of the Expiry Date, and thereafter any such Option shall expire.
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| 7.2 |
Adjustments
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| 7.3 |
Other Adjustments
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| 8. |
Amendment or Termination of the Plan
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| 8.1 |
Amendment and Termination of the Plan
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| (a) |
ensuring compliance with Applicable Law;
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| (b) |
amendments of a "housekeeping" nature, which include amendments to eliminate any ambiguity or correct or supplement any provision contained herein which may be incorrect or incompatible with any other provision hereof;
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| (c) |
a change to provisions on transferability of Options for normal estate settlement purposes;
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| (d) |
a change in the process by which an Optionee who wishes to exercise an Option can do so, including the required form of payment for the Shares being purchased, the form of exercise notice and the place where such payments and notices
must be delivered;
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| (e) |
changing the vesting and exercise provisions of the Plan or any Option in a manner which does not entail an extension beyond the original Expiry Date for any applicable Option, including to provide for accelerated vesting and early
exercise of any Options deemed necessary or advisable in the Board's discretion; and
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| (f) |
changing the termination provisions of the Plan or any Option which does not entail an extension beyond the original Expiry Date for that Option.
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| 8.2 |
Amendments Requiring Shareholder Approval
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| (a) |
increase the maximum number of Shares issuable;
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| (b) |
make any amendment that would reduce the Exercise Price of an outstanding Option (including a cancellation and reissue of an Option or other entitlements);
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| (c) |
make any amendments to the Non-Employee Director participation limits set forth in section 4.5(d) hereof;
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| (d) |
extend the Expiry Date of any Option granted under the Plan beyond the Expiry Date of the Option determined at the date of grant in accordance with the Plan, except as provided for in section 4.1 with respect to an Expiry Date that
occurs during a Blackout Period;
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| (e) |
changing the categories of individuals contained in the definition of "Eligible Person" who are eligible to participate in the Plan, including where such change may introduce, re-introduce, broaden or increase the participation of
Non-Employee Directors under the Plan;
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| (f) |
amend the Plan to permit the transfer or assignment of Options, except to permit a transfer to a family member, an entity controlled by the holder of the Options or a family member, a charity or for normal estate planning or estate
settlement purposes; or
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| (g) |
any amendments to the plan amendment provisions of this Plan,
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| 8.3 |
No Adverse Effect
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| 8.4 |
No Amendment to Section 8
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| 9. |
Accounts, Notices and Miscellaneous Provisions
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| 9.1 |
Accounts and Statements
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| 9.2 |
Notices
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| (a) |
delivering it personally to the Optionee or the person claiming or deriving rights to the Optionee, as the case may be;
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| (b) |
mailing it, postage paid (provided that the postal service is then in operation) or delivering it to the address which is maintained for the Optionee in the Company's personnel records; or
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| (c) |
facsimile, e-mail or other similar means of electronic communication.
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| 9.3 |
Address
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| 9.4 |
Date of Delivery
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| 9.5 |
Shareholder and Regulatory Approval
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| 9.6 |
Withholding Taxes
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| 9.7 |
No Right of Ownership
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| 9.8 |
No Right of Continued Employment
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| 9.9 |
Expenses
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| 9.10 |
Governing Law
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| 9.11 |
Severability
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