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EXHIBIT 4.3
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METHANEX CORPORATION
STOCK OPTION PLAN 2006
A. THE
PLAN
The Stock Option Plan
2006 (the "Plan") is
the amended and
restated
stock option
plan of Methanex Corporation ("Corporation"),
reflecting
amendments to and including March 3, 2006, of the prior
Incentive Stock Option
Plan. The Plan for key
employees and directors of the Corporation and its
majority-owned subsidiaries ("subsidiaries") to purchase unissued
common shares
("Shares") of the Corporation is hereby established on the terms
and conditions
hereinafter set out.
B.
PURPOSE
The purpose of the Plan is to develop the interest of key employees
and
directors of the Corporation and its subsidiaries in growth and
development by
providing them with
the opportunity
through options on Shares to acquire
an
increased financial interest in the Corporation.
C. GRANT OF
OPTIONS
The Board of Directors of the Corporation may from time to time
in its
discretion grant to officers, directors and other employees of
the Corporation
and its subsidiaries (who in each case must be full-time employees
or directors
of the Corporation
or a subsidiary and who, in the opinion of the Board of
Directors, are key
employees or
directors),
an option to acquire
all or any
part of an allotment
of Shares of the
Corporation
upon and subject to such
terms, conditions and
limitations as are herein contained and otherwise as the
Board of Directors may from time to time determine with respect to
each option.
The maximum
number of Shares that
may be issued from and after May 2,
2006 pursuant
to options
granted pursuant to this Plan is 5,250,000. The
maximum number of
Shares which may be
reserved for issuance to, or covered by
any option
granted to, any person shall not exceed the lower of 5%
of the
outstanding issue or the maximum number permitted by the applicable
securities
laws and regulations
of Canada or of the United States or any political
subdivision of either,
and the by-laws,
rules and regulations of any stock
exchange or other trading facility upon which the Shares are
listed or traded,
as the case may be.
D. EXERCISE
PRICE
The price of the Shares, upon exercise of each option granted under
the
Plan, shall be a price
fixed for such option
by the Board of
Directors, but
such price shall be
not less than the fair
market value of the
Shares on the
date the option is granted. The fair market value for this purpose shall be
deemed to be the US Dollar equivalent of the closing price at
which board lots
of the Corporation's
Shares were traded on
the Toronto Stock
Exchange on the
day preceding
the date on which the
option is granted or if no board lots are
traded on such day then the US Dollar equivalent of the closing price at
which
board lots were traded on the most recent day upon which at least
one board lot
was traded on such
Exchange. The "US
Dollar equivalent of
the closing price"
shall be determined
using the US
Dollar/Canadian
Dollar Daily Noon Rate as
published by the Bank
of Canada on the same day that the closing price is
established.
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E. TERM
The Shares identified
in the option may be
purchased at such time
or
times after
the option is granted as may be determined b
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