Exhibit 10.2
ENBRIDGE INC.
INCENTIVE STOCK OPTION PLAN
(2002)
The purpose of this Incentive Stock
Option Plan (the “ Plan ”) is to provide
employees of the Corporation and its Subsidiaries the opportunity
to acquire or enjoy the benefit of an increased proprietary
interest in the Corporation in a manner which is consistent with
and will advance the interests of the Corporation and its
Subsidiaries by (a) motivating and rewarding employees in
relation to the long-term performance and growth of the Corporation
and the total return to shareholders, and thereby
(b) attracting and retaining the best employees.
As used herein, the following terms
shall have the following meanings, respectively:
“Board”
means the Board of Directors of the
Corporation (or, if established and duly authorized to act, the
Executive Committee of the Board of Directors of the
Corporation);
“Code”
means the United States Internal
Revenue Code of 1986, as amended;
“Corporation”
means Enbridge Inc., and includes
any successor corporation thereto;
“Committee” means the Human Resources &
Compensation Committee of the Board, established and duly
authorized to act in accordance with the by-laws of the
Corporation;
“Directors’
Plan” means the
Enbridge Inc. Directors’ Compensation Plan (2002), as the
same may be amended or varied from time to time;
“Fair Market
Value” means, with
respect to any date, the last board lot sale price of common shares
of the Corporation on The Toronto Stock Exchange on the last
Trading Day immediately prior to such date;
“Insider”
means:
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(a)
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an insider as
defined in the Securities Act (Alberta), other than a person
who falls within that definition solely by virtue of being a
director or senior officer of a Subsidiary; and
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(b)
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an associate,
as defined in the Securities Act (Alberta), of any person
who is an insider by virtue of (a) above;
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“Participant”
means any employee, including an
officer, of the Corporation or its Subsidiaries who has been
designated by the Committee to receive and be granted options or
stock option appreciation rights in accordance with
paragraph 5;
“Plan”
means the Enbridge Inc. Incentive
Stock Option Plan (2002), as embodied herein and as the same may be
amended or varied from time to time;
“Stock Option
Plans” means the
Plan and the Directors’ Plan;
“Subsidiary” means:
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(a)
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any corporation
that is a subsidiary of the Corporation (as such term is defined in
subsection 2(5) of the Canada Business Corporations Act , as
such provision is from time to time amended, varied or
re-enacted);
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(b)
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any partnership
or limited partnership that is controlled by the Corporation (the
Corporation will be deemed to control a partnership or limited
partnership if the Corporation possesses, directly or indirectly,
the power to direct or cause the direction of the management or
policies of such partnership or limited partnership whether through
the ownership of voting securities, by contract or otherwise);
and
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(c)
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subject to
regulatory approval, any corporation, partnership, limited
partnership, trust, limited liability company or other form of
business entity that the Committee determines ought to be treated
as a Subsidiary for purposes of the Plan, provided that the
Committee shall have the sole discretion to determine that any such
entity has ceased to be a Subsidiary for purposes of the Plan;
and
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“Trading
Day” means any day,
other than a Saturday or Sunday, on which The Toronto Stock
Exchange is open for trading.
The Committee will administer the
Plan in its discretion, subject only to the specific approval right
reserved to the Board in paragraphs 5, 8, 9 and 11 herein. The
Committee shall be composed of three or more members of the Board
not eligible to participate in the Plan. The Committee shall have
the power to interpret the provisions of the Plan and to make
regulations and formulate administrative provisions for its
implementation, and to make such changes in the regulations and
administrative provisions as, from time to time, the Committee
deems proper and in the best interests of the Corporation. Such
regulations and provisions may include such terms and conditions
relating to the grant or
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exercise of options or stock
appreciation rights or to resale of shares purchased upon exercise
of options as the Committee may deem necessary or desirable in
connection with compliance with exemption or other provisions of
securities laws of any jurisdiction.
The shares subject to the options
and other provisions of the Plan shall be authorized and unissued
common shares of the Corporation. The total number of shares
reserved to be issued under the Plan shall not exceed in the
aggregate 15,000,000, subject to the adjustment provisions of
paragraph 9. Shares subject to options which are terminated,
cancelled, or expire prior to exercise shall be available for the
grant of further options hereunder. Shares represented by an
unexercised option surrendered upon the exercise of stock
appreciation rights, but not shares issued in payment of any such
rights, shall be deducted from the aggregate reserve and shall not
be available for the grant of further options hereunder.
The Committee, subject to approval
by the Board, shall from time to time designate those full-time key
employees, including officers, of the Corporation or its
Subsidiaries to whom options and stock appreciation rights shall be
granted, and shall determine the extent and terms of their
participation, subject to the following:
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(a)
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the total
number of shares reserved for issuance to any one Participant
pursuant to options granted pursuant to the Plan (together with
options granted pursuant to any other share compensation
arrangements) shall not exceed in the aggregate 5% of the number of
common shares of the Corporation outstanding at the time of
reservation;
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(b)
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the total
number of shares reserved for issuance to Insiders pursuant to the
Stock Option Plans (and any other share compensation arrangements)
shall not exceed 10% of the number of common shares of the
Corporation outstanding at the time of reservation;
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(c)
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the total
number of shares issued to Insiders pursuant to the Stock Option
Plans (and any other share compensation arrangements) within any
one-year period shall not exceed 10% of the number of common shares
of the Corporation outstanding at the time of issuance (excluding
any other shares issued under the Stock Option Plans (or any other
share compensation arrangements) during such one-year period);
and
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(d)
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the total number of shares issued
to any one Insider and such Insider’s associates (as defined
in the Securities Act (Alberta)) pursuant to the Stock
Option Plans (and any other share compensation
arrangements)
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within any one-year period shall not
exceed 5% of the number of common shares outstanding at the time of
issuance (excluding any other shares issued under the Stock Option
Plans (or any other share compensation arrangements) during such
one-year period).
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For the purposes of (b),
(c) and (d) above, any entitlement to acquire shares
granted pursuant to the Plan prior to the Participant becoming an
Insider are to be excluded from the calculation.
Directors who are not full-time
employees of the Corporation, or its Subsidiaries, shall not be
eligible to become Participants.
A designated employee shall have the
right not to participate in the Plan, and any decision not to
participate shall not affect his or her employment with the
Corporation. Participation in the Plan does not confer upon the
Participant any right to continued employment with the Corporation,
or its Subsidiaries.
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6.
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TERMS AND
CONDITIONS OF OPTIONS
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The term during which an option will
be exercisable shall be fixed at the time of grant, but in no case
shall a term exceed ten years, and each option shall be subject to
earlier termination, as provided in paragraphs 6(f), 6(g) and
6(h).
Unless the Committee otherwise
decides, an option shall become exercisable only after one year of
continued employment immediately following the day the option is
granted and only then in such instalments as the Committee may
determine. A Particip
