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EXHIBIT 99.1
WESTSPHERE ASSET CORPORATION
2004 STOCK OPTION AND
STOCK AWARD PLAN
WESTSPHERE ASSET CORPORATION INC.
2004 STOCK OPTION AND STOCK AWARD PLAN
(this “Plan”)
1.
Definitions.
Each of the following terms shall have the respective
meanings set forth below for purposes of this Plan, whether
employed in the singular or plural unless the particular context in
which said term is used clearly indicates otherwise:
(a)
“Common Stock” means the common stock, no par value, of
the Company.
(b)
The
“Company” means Westsphere Asset Corporation Inc.
(c)
The
“Board” means the Company’s Board of
Directors.
(d)
“Option” shall mean the right to purchase a specified
number of shares of the Common Stock pursuant to the terms and
conditions set forth in this Plan.
(e)
“Optionee” shall mean the recipient of
Options hereunder. Any reference herein to the employment or
consultancy of an Optionee by the Company shall include
Optionee’s employment or consultancy by the Company or its
subsidiaries, if any.
(f)
“Effective Date” shall mean as of January
___, 2005.
(g)
“Plan Termination Date” shall mean the date
upon which this Plan terminates.
2.
Purpose.
The
purpose of the this Plan is to maintain the Company’s ability
and its subsidiaries to attract and retain highly qualified and
experienced employees and consultants and to give such employees
and consultants a continued proprietary interest in the success of
the Company and its subsidiaries. Pursuant to this Plan, eligible
employees and consultants will be provided the opportunity to
participate in the enhancement of shareholder value through the
grants of options, stock appreciation rights, awards of free
trading stock and restricted stock, bonuses and/or fees payable in
stock, or any combination thereof. Employees and consultants
who participate or become eligible to participate in this Plan from
time to time are referred to collectively herein as
“Participants”. The term
“subsidiary” as used in this Plan shall mean any
present or future corporation which is or would be a
“subsidiary corporation” of the Company as the term is
defined in Section 424(f) of the Internal Revenue Code of 1986, as
amended from time to time (the “Code”).
3.
Administrator of this Plan.
(a)
Subject to the provisions of Section 5, this Plan shall
be administered by the Company’s President, Mr. Douglas Mac
Donald (hereinafter referred to as the "Administrator"). The
Administrator, if so appointed, may adopt such rules and
regulations as he or she shall deem appropriate concerning this
Plan, the Options and the stock awards, and make all other
determinations necessary or advisable for administering this Plan,
including, but not limited to, the persons to whom, and the time or
times at which, grants shall be made, the number of Options to be
included in the grants, the length of time the Options are
exercisable, the number of Options which shall be treated as
incentive stock options, the Option exercise price, and any vesting
schedule with respect to the Options. All determinations and
interpretations by the Administrator shall be binding and
conclusive upon all parties.
(b)
Each
grant or award made pursuant to this Plan shall be evidenced by an
Option Agreement or Award Agreement (the "Agreement"). No person
shall have any rights under any option, restricted stock or other
award granted under this Plan unless and until the person to whom
such option, restricted stock or other award shall be granted shall
have executed and delivered an Agreement to the Company. The
Administrator shall prescribe the form of all Agreements. A fully
executed counterpart of the Agreement shall be provided to both the
Company and the recipient of the grant or award.
(c)
The Company shall indemnify and hold harmless the members
of the Board and the Administrator from and against any and all
liabilities, costs and expenses incurred by such persons as a
result of any act, or omission to act, in connection with the
performance of such persons' duties, responsibilities, and
obligations under this Plan, other than such liabilities, costs and
expenses as may result from the gross negligence, bad faith,
willful misconduct, and/or criminal acts of such persons.
4.
Shares of Stock Subject to this Plan.
The maximum number of shares of the Common Stock that may
be optioned or awarded under this Plan is 7,500,000 shares, subject
to adjustment as provided in Section 15 hereof. No Participant
shall receive, over the term of this Plan, awards of free trading
stock and restricted stock, awards in the form of stock
appreciation rights or options, whether incentive stock options or
options other than incentive stock options, to purchase more than
20 percent of the total shares of Common Stock authorized for
issuance under this Plan. Any shares subject to an Option
which for any reason expires or is terminated unexercised and any
restricted stock which is forfeited may again be optioned or
awarded under this Plan; provided, however, that forfeited shares
shall not be available for further awards if the Participant has
realized the benefits of ownership from such shares. Shares
subject to this Plan may be either authorized and unissued shares
or issued shares repurchased or otherwise acquired by the Company
or its subsidiaries.
5.
Grant of Options.
a. The Administrator(s) shall have the authority
and responsibility, within the limitations of this Plan, to
determine the employees and consultants to whom and the times at
which Options are to be granted, the number of shares of Common
Stock which may be purchased under each Option, the provisions
of the respective Option Agreements (which need not be
identical) including provisions concerning the time or times
when, and the extent to which, the Options may be exercised, and
the Option exercise price. All Options pursuant to this Plan
shall be granted on or before the Plan Termination Date.
b. In determining the employees and consultants
to whom Options shall be granted, the number of shares of Common
Stock to be covered by each such Option, and the provisions of
the respective Option Agreements, the Administrator(s) shall
take into consideration the employee’s or
consultant’s present and potential contribution to the
success of the Company and such other factors as the
Administrator(s) may deem proper and relevant.
c. The aggregate fair market value (determined
as of the date upon which an Option is granted) of the Common
Stock for which any Optionee may exercise incentive stock
options for the first time in any calendar year (under all plans
of the Company and any parent or subsidiary of the Company which
plans provide for granting of incentive stock options within the
meaning of Section 422(b) of the Code) shall not exceed
$100,000.
6.
Eligibility.
Employees, including officers, of the Company and its
divisions and subsidiaries, consultants and others who provide
bonafide services to the Company are eligible to be granted
options, free trading stock, restricted stock and other awards
under this Plan and to have their salaries, bonuses and/or
consulting fees payable in free trading stock, restricted stock and
other awards. The employees, and consultants who shall receive
awards or options under this Plan, and the criteria to be used in
determining the award to be made, shall be determined from time to
time by the Administrator, in its sole discretion, from among those
eligible, which may be based upon information furnished to the
Administrator by the Company's management; and the Administrator
shall determine, in its sole discretion, the number of shares to be
covered by each award and option granted to each employee or
consultant selected.
7.
Duration of this Plan.
No award or option may be granted under this Plan after
more than ten (10) years from the earlier of the date this Plan is
adopted by the Board.
8.
Terms and Conditions of Stock
Options.
Options granted under this Plan may be either
incentive stock options, as defined in Section 422 of the Code,
or Options other than incentive stock options. Each Option shall
be subject to all the applicable provisions of this Plan,
including the following terms and conditions, and to such other
terms and conditions not inconsistent therewith as the
Administrator(s) shall determine:
a. The Option price per share shall be set by
the Administrator or Board at the time of each Stock Award
issuance or Option grant.
b. The exercise of certain Options granted under
this Plan may be subject to the attainment of such performance
goals, and/or during such period as may be determined by the
Administrator(s) and stated in the Agreement.
c. An Option shall not be exercisable with
respect to a fractional share of Common Stock or with respect to
the lesser of fifty (50) shares or the full number of shares
then subject to the Option. No fractional shares of Common Stock
shall be issued upon the exercise of an Option. If a fractional
share of Common Stock shall become subject to an Option by
reason of a stock dividend or otherwise, the Optionee shall not
be entitled to exercise the Option with respect to such
fractional share.
d. Each Option shall state whether it will or
will not be treated as an incentive stock option.
e. Each Option will be deemed exercised on the
day written notice specifying the number of shares to be
purchased, accompanied by payment in full including, if required
by law, applicable taxes, is received by the Company. Payment,
except as provided in the Agreement shall be:
(i) in United States dollars by check or bank
draft, or
(ii) by tendering to the Company shares of
Common Stock already owned for at least six months by the person
exercising the Option, which may include shares received as the
result of a prior exercise of an Option, and having an aggregate
fair market value, on the date on which the Option is exercised,
equal to the total cash exercise price applicable to the Options
being exercised, or
(iii) by a combination of United States dollars
and shares of Common Stock valued as aforesaid.
For purposes of this Plan, fair market value
shall be the mean between the highest and lowest prices at which
the Common Stock is traded on a national securities exchange or
an automated securities quotation exchange on the relevant date,
provided however, if there is no sale of the Common Stock on
such exchange on such date, fair market value shall be the mean
between the bid and asked prices on such exchange at the close
of the market on such date. No Optionee shall have any rights to
dividends or other right of a shareholder with respect to shares
of Common Stock subject to his or her Option until he or she has
given written notice of exercise of such Option and paid in full
for such shares.
f. Notwithstanding the foregoing, the
Administrator(s) may, in their sole discretion, include in the
Agreement a provision to allow for the cashless exercise of any
Options granted by such Agreement under this Plan.
g. The Administrator(s) may, in their discretion, include in the
grant of any Option the right of a grantee (hereinafter referred to
as a "stock appreciation right") to elect, in the manner described
below, in lieu of exercising his or her Option for all or a portion
of the shares of Common Stock covered by such Option, to relinquish
his or her Option for all or a portion of the such shares and to
receive from the Company a payment equal in value to (x) the fair
market value, as determined in accordance with Section 8(e), of a
share of Common Stock on the date of such election, multiplied by
the number of shares as to which the grantee shall have made such
election, less (y) the exercise price for that number of shares of
Common Stock for which the grantee shall have made such election
under the terms of such Option. A stock appreciation right shall be
exercisable at the time the tandem option is exercisable, and the
"expiration date" for the stock appreciation right shall be the
amount described in (x) above exceeds the amount described in (y)
above. An election to exercise stock appreciation rights shall be
deemed to have been made on the day written notice of such
election, addressed to the Administrator(s), is received by the
Company. An Option or any portion thereof with re
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