QLT 2000 INCENTIVE STOCK OPTION
PLAN
(as amended and restated effective
May 5, 2009)
1.1 Purpose
of the Plan . The purpose
of the Plan is to promote the interests of the Company
by:
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(a)
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attracting and retaining persons of
outstanding competence who are or will be important for the growth
and success of the Company;
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(b)
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furnishing Eligible Persons with
greater incentive to develop and promote the growth and success of
the Company; and
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(c)
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furthering the identity of interests
of Eligible Persons with those of the shareholders of the
Company.
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The Company
believes that these purposes may be accomplished by granting to
Eligible Persons from time to time Options to purchase Common
Shares.
2.1
Definitions. In this
Plan, unless there is something in the subject matter or context
inconsistent therewith:
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(a)
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“ Affiliate ”
means, with respect to the Company, any corporation, partnership,
association, trust or other entity or organization directly or
indirectly controlled by, controlling or under common control with
the Company, and, for the purposes of this definition, “
control ” will mean (i) the possession, directly
or indirectly, of the power to direct the management or policies of
any such entity or to veto any material decision relating to the
management or policies of such entity, in each case whether through
the ownership of voting securities, by contract or otherwise, or
(ii) direct or indirect beneficial ownership of 40% or more of
the voting stock or other securities of, or a 40% or greater
interest in the income of, such entity, or such other relationship
as, in fact constitutes actual control.
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(b)
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“ Board ” means
the board of directors of the Company as established from time to
time.
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(c)
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“ Committee ”
means the Executive Compensation Committee of the Board or such
other committee established or designated by the Board as
responsible for the administration of this Plan, or the Board, to
the extent that the Board administers this Plan as described in
Article 5.
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(d)
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“ Common Shares ”
mean the common shares without par value in the capital of the
Company as constituted on March 1, 2000, provided that if the
rights of any Optionee are subsequently adjusted pursuant to
Article 15 hereof, “Common Shares” thereafter
means the shares or other securities or property which such
Optionee is entitled to purchase or receive subject to his or her
Option after giving effect to such adjustment.
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(e)
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“ Company ” means
QLT Inc. and includes any successor corporation thereto.
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(f)
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“ Consultant ”
means any individual, corporation or other person engaged to
provide ongoing valuable services to the Company or any
Affiliate.
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(g)
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“ Continuous Status as a
director, officer, employee or Consultant ” means the
absence of any interruption or termination of service as an officer
or employee of the Company or in the relationship as a director or
Consultant of the Company, as determined by the Board in its sole
discretion, but no interruption or termination will be deemed to
have occurred in the case of sick leave or any other leave of
absence approved of by the Board, provided that either such leave
is for a period of not more than 90 days or reemployment upon
the expiration of such leave is provided or guaranteed by contract
or law.
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(h)
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“ Eligible Person
” means a director, officer, employee or Consultant of the
Company or its Affiliates, designated by the Committee as an
Eligible Person pursuant to Article 6 hereof.
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(i)
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“ Exchange ”
means, collectively, The Toronto Stock Exchange, any successor
thereto and any other exchange or trading facilities through which
the Company’s Common Shares trade or are quoted from time to
time.
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(j)
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“ Fair Market Value
” means, as of any given date, the value of a Common Share
determined as follows:
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(i)
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If
the Common Shares are listed on any established stock exchange
(such as The Toronto Stock Exchange) or national market system, its
Fair Market Value shall be the closing sales price for a Common
Share as quoted on such exchange or system for such date or, if
there is no closing sales price for a Common Share on the date in
question, the closing sales price for a Common Share on the last
preceding date for which such quotation exists, as reported in a
source as the Committee deems reliable;
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(ii)
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If
the Common Shares are not listed on an established stock exchange
or national market system, but the Common Shares are regularly
quoted by a recognized securities dealer, its Fair Market Value
shall be the mean of the high bid and low asked prices for such
date or, if there are no high bid and low asked prices for a Common
Share on such date, the high bid and low asked prices for a Common
Share on the last preceding date for which such information exists,
as reported in a source as the Committee deems reliable;
or
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(iii)
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If
the Common Shares are neither listed on an established stock
exchange or a national market system nor regularly quoted by a
recognized securities dealer, its Fair Market Value shall be
established by the Committee in good faith.
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(k)
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“ Incentive Stock
Option ” means an Option granted under the Plan that is
intended to meet the requirements of Section 422 of the U.S.
Code.
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(l)
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“ insider ” has
the meaning ascribed to in the Securities Act (British
Columbia).
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(m)
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“ Key Person ”
means the person which may be designated by the Committee as the
key person of a Consultant providing ongoing valuable services
under a consulting contract with the Company or any
Affiliate.
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(n)
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“ Nonqualified Stock
Option ” means an Option granted to an Optionee that does
not qualify as an Incentive Stock Option.
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(o)
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“ Option ” means
an option entitling the holder thereof to purchase Common Shares as
described herein. An Option shall be either a Nonqualified Stock
Option or an Incentive Stock Option (provided, however, that
Options granted to non-employee directors and Consultants shall be
Nonqualified Stock Options) and shall be granted to an Eligible
Person pursuant to the terms and conditions hereof and as evidenced
by an Option Agreement.
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(p)
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“ Option Agreement
” means an agreement evidencing an Option, entered into by
and between the Company and an Optionee.
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(q)
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“ Option Exercise Price
” means the price per Common Share at which an Optionee may
purchase Common Shares pursuant to an Option, provided that if such
price is adjusted pursuant to Article 15 hereof, “Option
Exercise Price” thereafter means the price per Common Share
at which such Optionee may purchase Common Shares pursuant to such
Option after giving effect to such adjustment.
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(r)
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“ Optionee ”
means an Eligible Person who holds an Option under this
Plan.
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(s)
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“ Plan ” means
the amended and restated QLT 2000 Incentive Stock Option Plan, as
it may be further amended, modified or restated from time to time
pursuant to and in accordance with the provisions
hereof.
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(t)
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“ Shareholder ”
means a holder of Common Shares.
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(u)
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“ termination of
service ” means:
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(i)
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as
to a Consultant, the time when the engagement of an Optionee as a
Consultant to the Company or an Affiliate is terminated for any
reason, with or without cause, including, without limitation, by
resignation, discharge, death or retirement, but excluding
terminations where the
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Consultant
simultaneously commences or remains in employment or service with
the Company or any Affiliate;
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(ii)
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as
to a non-employee director, the time when an Optionee who is a
non-employee director ceases to be a director for any reason,
including, without limitation, a termination by resignation,
failure to be elected, death or retirement, but excluding
terminations where the Optionee simultaneously commences or remains
in employment or service with the Company or any Affiliate;
and
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(iii)
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as
to an employee, at the time the Optionee ceases to be an active
employee of the Company or any Affiliate for any reason, whether
such termination of employment is lawful or otherwise, and
specifically does not include any statutory or common law severance
period or period of reasonable notice that the Company or any
Affiliate may be required to provide to the Optionee under
applicable law.
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The Committee,
in its sole discretion, shall determine the effect of all matters
and questions relating to terminations of service, including,
without limitation, the question of whether a termination of
service resulted from a discharge for cause and all questions of
whether particular leaves of absence constitute a termination of
service; provided, however, that, with respect to Incentive Stock
Options, unless the Committee otherwise provides in the terms of
the Option Agreement or otherwise, a leave of absence, change in
status from an employee to an independent contractor or other
change in the employee-employer relationship shall constitute a
termination of service only if, and to the extent that, such leave
of absence, change in status or other change interrupts employment
for the purposes of Section 422(a)(2) of the U.S. Code and the
then applicable regulations and revenue rulings under said Section.
For purposes of this Plan, an Optionee’s employee-employer
relationship or consultancy relations shall be deemed to be
terminated in the event that the Affiliate employing or contracting
with such Optionee ceases to remain a Affiliate following any
merger, sale of stock or other corporate transaction or event
(including, without limitation, a spin-off).
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(v)
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“ U.S. ” or
“ United States ” means the United States of
America (including each of the States and the District of Columbia)
and its territories and possessions and other areas subject to its
jurisdiction.
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(w)
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“ U.S. Code ”
means the U.S. Internal Revenue Code of 1986, as
amended.
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(x)
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“ U.S. Exchange Act
” means the U.S. Securities Exchange Act of 1934, as
amended.
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(y)
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“ U.S. Securities Act
” means the Securities Act of 1933, as amended.
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3. EFFECTIVE
DATE OF THE PLAN
3.1
Effective Date of the Plan . The effective date of this Plan, subject to
Shareholder approval and approval of the Exchange, is March 1,
2000.
4.
RESTRICTION ON NUMBER OF COMMON SHARES SUBJECT TO THE
PLAN
4.1 Common
Shares Subject to the Plan . Options may be granted in respect of
authorized and unissued Common Shares, provided that the aggregate
number of Common Shares to be issued under this Plan, subject to
adjustment or increase of such number pursuant to the provisions of
this Plan, will be 7,800,000. The number of Common Shares issued
hereunder may be increased or changed by the Board, as approved by
the Shareholders, the Exchange, and any relevant regulatory or
statutory authority having authority with respect
hereto.
4.2
Regranting of Shares . If
any Option to acquire Common Shares under this Plan expires or is
cancelled without having been fully exercised, then the number of
Common Shares subject to such Option but as to which such Option
was not exercised prior to its expiration or cancellation may again
be granted hereunder, subject to the limitations of
Section 4.1. Furthermore, any shares subject to Options which
are adjusted pursuant to Article 15 and become exercisable
with respect to shares of stock of another corporation shall be
considered cancelled and may again be granted hereunder, subject to
the limitations of Section 4.1. Common Shares which are
delivered by the Optionee or withheld by the Company upon the
exercise of any Option under this Plan, in payment of the exercise
price thereof or tax withholding thereon, may not again be granted
hereunder, subject to the limitations of Section 4.1.
Notwithstanding the provisions of this Section 4.2, no Options
may again be granted if such action would cause an Incentive Stock
Option to fail to qualify as an “incentive stock
option” under Section 422 of the U.S. Code.
4.3 No
Fractional Shares . No
fractional Common Shares may be issued under this Plan and the
Committee shall determine, in its sole discretion, whether cash
shall be given in lieu of fractional shares or whether such
fractional shares shall be eliminated by rounding down.
5.
ADMINISTRATION OF THE PLAN
5.1
Administration of Plan .
This Plan will be administered by the Committee, provided, however,
that the Board may from time to time establish any other committee
of the Board consisting of not less than two members of the Board
to replace the Committee for the purposes of the administration of
this Plan. The members of the Committee will serve at the pleasure
of the Board and vacancies occurring in the Committee will be
filled by the Board. In its sole discretion, the Board may at any
time and from time to time exercise any and all rights and duties
of the Committee under this Plan except with respect to matters
which under Rule 16b-3 under the U.S. Exchange Act or any
successor rule, or Section 162(m) of the U.S. Code, or any
regulations or rules issued thereunder, are required to be
determined in the sole discretion of the Committee.
5.2
Committee Governance .
The Committee will be composed of not less than two individuals,
all of whom are directors of the Company. Further, if and so long
as the Common
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Shares are
registered under Section 12(b) or 12(g) of the U.S. Exchange Act,
the Board will consider in selecting the members of the Committee
who are intended to qualify as both a “non-employee
director” as defined by Rule 16b-3 of the U.S. Exchange
Act or any successor rule and an “outside director” for
purposes of Section 162(m) of the U.S. Code; provided, that any
action taken by the Committee shall be valid and effective, whether
or not members of the Committee at the time of such action are
later determined not to have satisfied the requirements for
membership set forth in this Section 5.2 or otherwise provided
in any charter of the Committee. Notwithstanding the foregoing, the
full Board, acting by a majority of its members in office, shall
conduct the general administration of this Plan with respect to
Options granted to “non-employee directors.”
5.3 Powers
of Committee . The
Committee is authorized, subject to the provisions of this Plan, to
establish from time to time such rules and regulations, make such
determinations and to take such steps in connection with this Plan
as in the opinion of the Committee are necessary or desirable for
the proper administration of this Plan. For greater certainty,
without limiting the generality of the foregoing, the Committee
will have the power, where consistent with the general purpose and
intent of this Plan and subject to the specific provisions of this
Plan and any approval of the Exchange, if applicable:
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(a)
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to
interpret and construe this Plan and to determine all questions
arising out of this Plan and any Option granted pursuant to this
Plan, and any such interpretation, construction or termination made
by the Committee will be final, binding and conclusive for all
purposes;
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(b)
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to
determine to which Eligible Persons Options are granted, and to
grant, Options;
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(c)
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to
determine the number of Common Shares underlying each
Option;
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(d)
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to
determine the Option Exercise Price for each Option;
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(e)
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to
determine the time or times when Options will be granted, vest and
be exercisable and to determine when it is appropriate to
accelerate when Options otherwise subject to vesting may be
exercised;
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(f)
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to
determine if the Common Shares that are subject to an Option will
be subject to any restrictions upon the exercise of such Option, as
applicable;
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(g)
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to
determine the expiration date for each Option and to extend the
period of time for which any Option is to remain exercisable in
appropriate circumstances, including, without limitation, in the
event of the Optionee’s cessation of service to the Company
or any Affiliate or in the event of a prolonged Company-mandated
trading restriction period, provided in no event will an Option be
exercisable for more than five years from the date of
grant;
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(h)
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to
prescribe the form of the instruments relating to the grant,
exercise and other terms of Options;
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(i)
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to
enter into an Option Agreement evidencing each Option which will
incorporate such terms as the Committee in its discretion deems
consistent with this Plan;
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(j)
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to
determine, where necessary, the Key Person pursuant to a consulting
contract as the person providing the services
thereunder;
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(k)
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to
adopt such
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