EXHIBIT 4.1
CANAM URANIUM CORP.
2007 STOCK OPTION PLAN
(as amended and restated on May 30, 2008)
This
2007
Stock
Option Plan (the “Plan”) provides for the grant of
options to acquire shares of common stock, $0.001 par value (the
“Common Stock”), of CanAm Uranium Corp., a Nevada
corporation (the “Company”). Stock options granted
under this Plan that qualify under Section 422 of the Internal
Revenue Code of 1986, as amended (the “Code”), are
referred to in this Plan as “Incentive Stock Options.”
Incentive Stock Options and stock options that do not qualify under
Section 422 of the Code (“Non-Qualified Stock
Options”) granted under this Plan are referred to
collectively as “Options.”
The
purposes of this Plan are to retain the services of valued key
employees and consultants of the Company and such other
persons as the Plan Administrator shall select in accordance
with Section 3 below, to encourage such persons to
acquire a greater proprietary interest in the Company, thereby
strengthening their incentive to achieve the objectives of the
shareholders of the Company, and to serve as an aid and
inducement in the hiring of new employees and to provide an
equity incentive to consultants and other persons selected by
the Plan Administrator.
This
Plan shall be administered initially by the Board of Directors
of the Company (the “Board”), except that the
Board may, in its discretion, establish a committee composed
of two (2) or more members of the Board or two (2) or more
other persons to administer the Plan, which committee (the
“Committee”) may be an executive, compensation or
other committee, including a separate committee especially
created for this purpose. The Committee shall have the powers
and authority vested in the Board hereunder (including the
power and authority to interpret any provision of the Plan or
of any Option). The members of any such Committee shall serve
at the pleasure of the Board. A majority of the members of the
Committee shall constitute a quorum, and all actions of the
Committee shall be taken by a majority of the members present.
Any action may be taken by a written instrument signed by all
of the members of the Committee and any action so taken shall
be fully effective as if it had been taken at a meeting. The
Board or, if applicable, the Committee is referred to herein
as the “Plan Administrator.”
The
Plan shall be administered by the Board or by the Committee
which, for the purposes hereof, shall be composed of two (2)
or more members of the Board who are “Non-Employee
Directors” (as defined below), and, as applicable,
outside directors. The term “outside director”
shall have the meaning assigned to it under
Section 162(m) of the Code (as amended from time to time)
and the regulations (or any successor regulations) promulgated
thereunder (“Section 162(m) of the Code”).
The term “Non-Employee Director” shall have the
meaning assigned to it under Rule 16b-3 (as amended from time
to time) promulgated under the Securities Exchange Act of
1934, as amended (the “Exchange Act”) or any
successor rule or regulatory requirement.
Subject
to the provisions of this Plan, and with a view to effecting
its purpose, the Plan Administrator shall have sole authority,
in its absolute discretion, to (i) construe and interpret
this Plan; (ii) define the terms used in the Plan;
(iii) prescribe, amend and rescind the rules and
regulations relating to this Plan; (iv) correct any
defect, supply any omission or reconcile any inconsistency in
this Plan; (v) grant Options under this Plan;
(vi) determine the individuals to whom Options shall be
granted under this Plan and whether the Option is an Incentive
Stock Option or a Non-Qualified Stock Option;
(vii) determine the time or times at which Options shall
be granted under this Plan; (viii) determine the number
of shares of Common Stock subject to each Option, the exercise
price of each Option, the duration of each Option and the
times at which each Option shall become exercisable;
(ix) determine all other terms and conditions of the
Options; and (x) make all other determinations and
interpretations necessary and advisable for the administration
of the Plan. All decisions, determinations and interpretations
made by the Plan Administrator shall be binding and conclusive
on all participants in the Plan and on their legal
representatives, heirs and beneficiaries.
The
Board or, if applicable, the Committee may delegate to one or
more executive officers of the Company the authority to grant
Options under this Plan to employees of the Company who, on
the Date of Grant, are not subject to Section 16 of the
Exchange Act with respect to the Common Stock
(“Non-Insiders”), and are not “covered
employees” as such term is defined for purposes of
Section 162(m) of the Code (“Non-Covered
Employees”), and in connection therewith the authority
to determine: (i) the number of shares of Common Stock
subject to such Options; (ii) the duration of the Option;
(iii) the vesting schedule for determining the times at
which such Option shall become exercisable; and (iv) all
other terms and conditions of such Options. The exercise price
for any Option granted by action of an executive officer or
officers pursuant to such delegation of authority shall not be
less than the fair market value per share of the Common Stock
on the Date of Grant. Unless expressly approved in advance by
the Board or the Committee, such delegation of authority shall
not include the authority to accelerate vesting, extend the
period for exercise or otherwise alter the terms of
outstanding Options. The term “Plan Administrator”
when used in any provision of this Plan other than
Sections 2, 5(f), 5(m), and 11 shall be deemed to refer
to the Board or the Committee, as the case may be, and an
executive officer who has been authorized to grant Options
pursuant thereto, insofar as such provisions may be applied to
persons that are Non-Insiders and Non-Covered Employees and
Options granted to such persons.
Incentive
Stock Options may be granted to any individual who, at the
time the Option is granted, is an employee of the Company or
any Related Corporation (as defined below)
(“Employees”). Non-Qualified Stock Options may be
granted to Employees and to such other persons other than
directors who are not Employees as the Plan Administrator
shall select. Options may be granted in substitution for
outstanding Options of another corporation in connection with
the merger, consolidation, acquisition of property or stock or
other reorganization between such other corporation and the
Company or any subsidiary of the Company. Options also may be
granted in exchange for outstanding Options. Any person to
whom an Option is granted under this Plan is referred to as an
“Optionee.” Any person who is the owner of an
Option is referred to as a “Holder.”
As
used in this Plan, the term “Related Corporation”
shall mean any corporation (other than the Company) that is a
“Parent Corporation” of the Company or
“Subsidiary Corporation” of the Company, as those
terms are defined in Sections 424(e) and 424(f),
respectively, of the Code (or any successor provisions) and
the regulations thereunder (as amended from time to
time).
The
Plan Administrator is authorized to grant Options to acquire
up to a total of eighteen million (18,000,000) shares of the
Company’s authorized but unissued, or reacquired, Common
Stock. The number of shares with respect to which Options may
be granted hereunder is subject to adjustment as set forth in
Section 5(m) hereof. In the event that any outstanding
Option expires or is terminated for any reason, the shares of
Common Stock allocable to the unexercised portion of such
Option may again be subject to an Option granted to the same
Optionee or to a different person eligible under
Section 3 of this Plan; provided however, that any
canceled Options will be counted against the maximum number of
shares with respect to which Options may be granted to any
particular person as set forth in Section 3
hereof.
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5.
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TERMS AND CONDITIONS OF OPTIONS.
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Each
Option granted under this Plan shall be evidenced by a written
agreement approved by the Plan Administrator (the
“Agreement”). Agreements may contain such
provisions, not inconsistent with this Plan, as the Plan
Administrator in its discretion may deem advisable. All
Options also shall comply with the following
requirements:
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(a)
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Number of Shares and Type of Option.
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Each
Agreement shall state the number of shares of Common Stock to
which it pertains and whether the Option is intended to be an
Incentive Stock Option or a Non-Qualified Stock Option. In the
absence of action to the contrary by the Plan Administrator in
connection with the grant of an Option, all Options shall be
Non-Qualified Stock Options. The aggregate fair market value
(determined at the Date of Grant, as defined below) of the
stock with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any
calendar year (granted under this Plan and all other Incentive
Stock Option plans of the Company, a Related Corporation or a
predecessor corporation) shall not exceed $100,000, or such
other limit as may be prescribed by the Code as it may be
amended from time to time. Any portion of an Option which
exceeds the annual limit shall not be void but rather shall be
a Non-Qualified Stock Option.
Each
Agreement shall state the date the Plan Administrator has
deemed to be the effective date of the Option for purposes of
this Plan (the “Date of Grant”).
Each
Agreement shall state the price per share of Common Stock at
which it is exercisable. The exercise price shall be fixed by
the Plan Administrator at whatever price the Plan
Administrator may determine in the exercise of its sole
discretion;
provided that
the per share exercise price for an Incentive Stock Option or any
Option granted to a “covered employee” as such term is
defined for purposes of Section 162(m) of the Code
(“Covered Employee”) shall not be less than the fair
market value per share of the Common Stock at the Date of Grant as
determined by the Plan Administrator in good faith;
provided further ,
that with respect to Incentive Stock Options granted to
greater-than-ten percent (> 10%) shareholders of the Company (as
determined with reference to Section 424(d) of the Code), the
exercise price per share shall not be less than one hundred ten
percent (110%) of the fair market value per share of the Common
Stock at the Date of Grant as determined by the Plan Administrator
in good faith; and,
provided further ,
that Options granted in substitution for outstanding options of
another corporation in connection with the merger, consolidation,
acquisition of property or stock or other reorganization involving
such other corporation and the Company or any subsidiary of the
Company may be granted with an exercise price equal to the exercise
price for the substituted option of the other corporation, subject
to any adjustment consistent with the terms of the transaction
pursuant to which the substitution is to occur.
At
the time of the grant of the Option, the Plan Administrator
shall designate, subject to paragraph 5(g) below, the
expiration date of the Option, which date shall not be later
than ten (10) years from the Date of Grant in the case of
Incentive Stock Options;
provided ,
that the expiration date of any Incentive Stock Option granted to a
greater-than-ten percent ( > 10%) shareholder of the Company (as
determined with reference to Section 424(d) of the Code) shall
not be later than five (5) years from the Date of Grant. In the
absence of action to the contrary by the Plan Administrator in
connection with the grant of a particular Option, and except in the
case of Incentive Stock Options as described above, all Options
granted under this Section 5 shall expire ten (10) years from
the Date of Grant.
No
Option shall be exercisable until it has vested. The vesting
schedule for each Option shall be specified by the Plan
Administrator at the time of grant of the Option prior to the
provision of services with respect to which such Option is
granted;
provided ,
that if no vesting schedule is specified at the time of grant, the
Option shall vest according to the following schedule:
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Number of Years
Following Date of Grant
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Percentage of Total
Option Vested
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One
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50%
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Two
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50%
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The
Plan Administrator may specify a vesting schedule for all or
any portion of an Option based on the achievement of
performance objectives established in advance of the
commencement by the Optionee of services related to the
achievement of the performance objectives. Performance
objectives shall be expressed in terms of one or more of the
following: return on equity, return on assets, share price,
market share, sales, earnings per share, costs, net earnings,
net worth, inventories, cash and cash equivalents, gross
margin or the Company’s performance relative to its
internal business plan. Performance objectives may be in
respect of the performance of the Company as a whole (whether
on a consolidated or unconsolidated basis), a Related
Corporation, or a subdivision, operating unit, product or
product line of either of the foregoing. Performance
objectives may be absolute or relative and may be expressed in
terms of a progression or a range. An Option that is
exercisable (in full or in part) upon the achievement of one
or more performance objectives may be exercised only following
written notice to the Optionee and the Company by the Plan
Administrator that the performance objective has been
achieved.
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(f)
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Acceleration of Vesting.
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The
vesting of one or more outstanding Options may be accelerated
by the Plan Administrator at such times and in such amounts as
it sha
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