Exhibit
4.1
GULF
WESTERN PETROLEUM CORPORATION
2007
NONQUALIFIED STOCK OPTION PLAN
1.
PURPOSE
OF PLAN
1.1
Principal
Purposes
- The
principal purposes of the Plan are to provide the Corporation with the
advantages of the incentive inherent in share ownership on the part of
employees, officers, directors, and consultants responsible for the continued
success of the Corporation; to create in such individuals a proprietary interest
in, and a greater concern for, the welfare and success of the Corporation;
to
encourage such individuals to remain with the Corporation; and to attract new
employees, officers, directors and consultants to the Corporation.
1.2
Benefit
to Shareholders
- The
Plan is expected to benefit shareholders by enabling the Corporation to attract
and retain personnel of the highest caliber by offering such personnel an
opportunity to share in any increase in value of the Shares resulting from
their
efforts.
2.
INTERPRETATION
2.1
Definitions
-
For
Plan
purposes, except where the context might clearly indicate otherwise, the
following terms shall have the meanings set forth below:
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(a)
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“Applicable
Market”
means
the
stock exchange or over-the-counter trading quotation service where
the
majority of the trading volume and value of the listed securities
occurs,
or
is quoted;
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(b)
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“
Board
”
means the Board of Directors of the
Corporation;
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(c)
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“Committee”
means the Compensation Committee, or such other committee appointed
by the
Board, which shall be designated by the Board to administer the Plan.
The
Committee shall be composed of two or more persons as from time to
time
are appointed to serve by the Board and may be members of the Board
or the
entire Board;
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(d)
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“Corporation”
means Gulf Western Petroleum Corporation, a Nevada corporation;
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(e)
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“Closing
Price”
means
the closing trading price on the Applicable
Market;
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(f)
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“
Date
of Grant”
means the date on which a grant of a Stock Option is effective;
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(g)
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“
Exercise
Price”
means the exercise price per Share for an Option which shall be expressed
in United States funds;
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(h)
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“Market
Price”
means the Closing Price on the Date of
Grant;
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(i)
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“Optionee”
means any person employed or associated with the affairs of the
Corporation who has been granted one or more Stock Options under
the
Plan;
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(j)
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“Plan”
means
the 2007 Non Qualified Stock Option Plan of the Corporation as amended
and
restated;
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(k)
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“
Person”
means
a natural person, Corporation, government, or political subdivision
or
agency of a government; and where two or more Persons act as a
partnership, limited partnership, syndicate or other group for the
purpose
of acquiring, holding or disposing of securities of an issuer, such
syndicate or group shall be deemed to be a
Person;
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(l)
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“Qualified
Successor”
means a person who is entitled to ownership of an Option upon the
death of
an Optionee, pursuant to a will or the applicable laws of descent
and
distribution upon death;
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(m)
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“Related
Corporation”
means a Corporation which is an affiliate of the Corporation as the
term
“affiliate” is defined in Rule 405 of Regulation C promulgated under the
Securities
Act of 1933,
as
amended from time to time;
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(n)
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“
Shares”
means the Corporation's Common Stock $0.001 par value per share,
or, in
the event that the outstanding Common Shares are hereafter changed
into or
exchanged for different shares or securities of the Corporation,
such
other shares or securities;
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(o)
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“Stock
Option” or “Option”
means
an option to purchase Shares granted pursuant to the terms of this
Plan
(and for certainty, includes options granted under earlier versions
of
this Plan);
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(p)
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“
Stock
Option Certificate
”
or “
Certificate
”
means the certificate issued by the Corporation to an Optionee evidencing
the right of the Optionee to purchase Shares
hereunder;
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(q)
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“Term”
means the period of time during which an Option may be exercised;
and
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(r)
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“Terminating
Event”
means:
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(i)
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the
dissolution or liquidation of the
Corporation,
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(ii)
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solely
at the discretion of the Board, a merger or consolidation of the
Corporation with one or more corporations as a result of which,
immediately following such merger or consolidation, the shareholders
of
the Corporation as a group will hold less than a majority of the
outstanding capital stock of the surviving
corporation,
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(iii)
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the
sale or other disposition of all or substantially all of the assets
of the
Corporation, or
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(iv)
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a
material change in the capital structure of the Corporation that
is deemed
to be a Terminating Event by virtue of Section 10.3 of this Plan;
and
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(s)
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“Trading
Day”
means a day on which the Corporations Shares trade on an Applicable
Market.
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2.2
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Any
question relating to interpretation of the Plan or any Option shall
be
determined by the Committee and such determination shall be final
and
binding upon all persons.
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3.
ADMINISTRATION
OF THE PLAN
3.1
Administration
- The
Committee shall administer the plan and accordingly, it shall have full power
to
grant Stock Options, construe and interpret the Plan, establish rules and
regulations and perform all other acts, including the delegation of
administrative responsibilities, it believes reasonable and proper. All
functions of the Committee hereunder may be administered or undertaken by the
Board, whether in the absence of a properly constituted committee, or
otherwise.
3.2
Appointment
of Committee
- The
Board may at any time appoint a Committee, consisting of not less than two
of
its members, to administer the Plan on behalf of the Board in accordance with
such terms and conditions as the Board may prescribe, consistent with this
Plan.
Once appointed, the Committee shall continue to serve until otherwise directed
by the Board. From time to time, the Board may increase the size of the
Committee and appoint additional members, remove members (with or without cause)
and appoint new members in their place, fill vacancies however caused, or remove
all members of the Committee and thereafter directly administer the
Plan.
3.3
Powers
of Committee
- Any
Committee appointed under Section 3.2 above shall have the authority to do
the
following:
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(a)
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administer
the Plan in accordance with its terms;
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(b)
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determine
all questions arising in connection with the administration,
interpretation, and application of the Plan, including all questions
relating to the value of the Shares;
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(c)
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correct
any defect, supply any information or reconcile any inconsistency
in the
Plan in such manner and to such extent as shall be deemed necessary
or
advisable to carry out the purposes of the Plan;
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(d)
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prescribe,
amend and rescind rules and regulations relating to the administration
of
the Plan;
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(e)
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determine
the duration and purpose of leaves of absence from employment which
may be
granted to Optionees without constituting a termination of employment
for
purposes of the Plan;
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(f)
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do
the following with respect to the granting of Stock
Options:
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(i)
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determine
the employees, officers, directors or consultants to whom Stock Options
shall be granted, based on the eligibility criteria set out in this
Plan,
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(ii)
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determine
the terms and provisions of the Stock Option which shall be entered
into
with each Optionee (which need not be identical with the terms of
any
other Stock Option),
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(iii)
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amend
the terms and provisions of an Stock Option, provided the Committee
obtains the consent of the
Optionee,
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(iv)
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determine
when Stock Options shall be
granted,
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(v)
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determine
the number of Shares subject to each Stock Option;
and
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(g)
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make
all other determinations necessary or advisable for administration
of the
Plan.
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3.4
Finality
of Committee Decision
-
All
determinations made by the Committee in good faith on matters referred to in
Section 3.3 shall be final, conclusive and binding upon all Persons. The
Committee shall have all powers necessary or appropriate to accomplish its
duties under this Plan. In addition, the Committee's administration of the
Plan
shall in all respects be consistent with the policies and rules of the
Applicable Stock Exchange.
3.5
Meetings,
Quorum and Voting
- In the
absence of a charter governing the Compensation Committee, for the purposes
of
this Plan, meetings of the Committee shall be held at such times and places
as
shall be determined by the Committee.
A
majority of the members of the Committee shall constitute a quorum, and, subject
to the limitations in this Section 3, all actions of the Committee shall require
the affirmative vote of members who constitute a majority of such quorum. No
member of the Committee who is a director to whom an Option may be granted
may
participate in the decision to grant such Option (but any such member may be
counted in determining the existence of a quorum at any meeting of the Committee
in which action is taken with respect to the granting of an Option to
him).
In
addition, the Committee may take any action otherwise proper under the Plan
by
the affirmative vote, taken without a meeting, of a majority of its
members.
3.6
Information
Regarding Eligibility
- The
Corporation, through its management, shall supply full and timely information
to
the Committee on all matters relating to the eligibility of Optionees, their
duties and performance, and current information on any Optionee's death,
retirement, disability or other termination of association with the Corporation,
and such other pertinent information as the Committee may require. The
Corporation shall furnish the Committee with such clerical and other assistance
as is necessary in the performance of its duties hereunder.
4.
ELIGIBILITY
4.1
Eligibility
for Options
-
Stock
Options may be granted to any employee, officer, director or consultant of
the
Corporation or any Related Corporation.
4.2
No
Violation of Securities Laws
- No
Stock Option shall be granted to any Person unless the Committee has determined
that the grant of such Stock Option and the exercise thereof by the Person
will not violate the securities law of the jurisdiction in which the Person
resides. Further no Stock Option shall be granted to any Person where the
grant would violate any provision of the Sarbanes Oxley Act and consequential
rules of the U.S. Securities Exchange Commission.
4.3
Restrictions
on Grant and Vesting
-
No new Stock Option shall be granted to any Person prior to such Person
providing the Company with a written acknowledgement of receipt of each of
the
Company
’
s
Insider Trading Policy and Code of Business Conduct and Ethics Compliance
Program (the
“
Company
Policies
”
).
In addition, no previously granted and unvested Stock Option shall vest if
a
request by the Company, to an Optionee to provide a written acknowledgement
of
receipt of the Company Policies remains outstanding. A copy of the Company
Policies and form of written confirmation of receipt will be provided to any
employee, officer, director, and consultant on request to the
Committee.
5.
SHARES
SUBJECT TO THE PLAN
5.1
Number
of Shares
- The
total number of shares of the Corporation available for grants of Stock Options
under the Plan shall be 9,000,000 Shares, subject to adjustment as herein
provided, which shares may be either authorized but unissued or reacquired
Shares of the Corporation.
5.2
Expiry
of Stock Options
- If a
Stock Option or portion thereof shall expire or terminate for any reason without
having been exercised in full, the unpurchased shares covered by such Stock
Option shall be available for future grants of Stock Options.
6.
STOCK
OPTION TERMS AND CONDITIONS
6.1
Stock
Option
- With
respect to each Stock Option to be granted to an Optionee, the Committee shall
specify the following terms in the Option between the Corporation and the
Optionee:
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(a)
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the
Date of Grant, which date cannot predate the date on which the Committee
resolves to effect the grant;
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(b)
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the
Term, provided that the length of the Term shall in no event be greater
than ten years following the Date of
Grant;
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(c)
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the
Exercise Price, provided that the Exercise Price shall not be less
than
the Market Price unless otherwise determined by the committee acting
in
commercially reasonable manner and in good faith in regards to the
circumstances;
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(d)
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any
vesting schedule contained in the Certificate upon which the exercise
of
an Option is contingent; provided that, subject to compliance with
the
policies of the Applicable Market, the Committee shall have complete
discretion with respect to the terms of any such vesting schedule,
including, without limitation, discretion
to:
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(i)
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permit
partial vesting in stated percentage amounts based on the Term of
such
Stock Option; and
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(ii)
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permit
full vesting after a stated period of time has passed from the Date
of
Grant;
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(e)
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such
other terms and conditions as the Committee deems advisable and are
consistent with the purposes of this
Plan.
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6.2
Uniformity
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Except
as expressly provided herein, nothing contained in this Plan shall require
that
the terms and conditions of Options granted under the Plan be uniform.
6.3
Stock
Option Certificate
- The
Secretary or other authorized officer of the Corporation will deliver to the
Optionee a Stock Option Certificate in the form attached hereto as Schedule
“A”
detailing the terms of his or her Option, or in such other form as the Board
or
the Committee shall determine from time to time.
6.4
Limitation
on Exercise
- No
Stock Option granted hereunder shall be exercisable after the expiration of
ten
years from the date such Stock Option is granted.
6.4
Grants
to Foreign Nationals
-
Without amending the Plan, grants may be made to persons who are foreign
nationals or employed outside the United States, or both, on such terms and
conditions, consistent with the Plan's purpose.
6.5
Grants
in Exchange for other Stock Options
- Stock
Options may be granted under this Plan form time to time, in substitution for
stock options held by employees of other corporations who are about to become
employees of the Corporation as the result of a merger or consolidation of
the
employing corporation with the Corporation or the acquisition by the Corporation
of the assets of the employing corporation or the acquisition by the Corporation
of stock of the employing corporation as a result of which it become a
subsidiary of the Corporation. The terms and conditions of such substitute
stock
options so granted my vary from the terms and conditions set forth in this
Plan
to such extent as the Board of Director of the Corporation at the time of grant
may deem appropriate to conform, in whole or in part, to the provisions of
the
stock options in substitution for which they are granted.
7.
EXERCISE
OF OPTION
7.1
Method
of Exercise
- A
Stock Option, or portion thereof, shall be exercised by delivery of (i) a
written notice of exercise to the Corporation specifying the number of Shares
to
be purchased, and (ii) payment of the full price of such Shares, as fully set
forth in paragraph 7.2 of this Section. Not less than 100 Shares may be
purchased at one time unless the number purchased is the total number at the
time available for purchase under the Stock Option. Until the Shares represented
by an exercised Stock Option are issued to an Optionee, he shall have none
of
the rights of a shareholder.
7.2
Exercise
of Option
-
An
Optionee may exercise a Stock Option by paying the exercise price in United
States dollars, in cash or by cashier's check, certified check, bank draft
or
money order, payable to the order of the Corporation in an amount equal to
the
exercise price.
7.3
Cashless
Exercise of Option
-
For
persons other than Directors or Executive Officers of the Corporation, at any
time after one year from the date of grant of the Stock Option to such person,
the Committee may in its discretion permit the vested portion of the Stock
Option to be exercised by means of “cashless exercise” in which the Optionee
shall be entitled to receive a certificate for the number of shares equal to
the
quotient obtained by dividing [(A-B)(X)] by (A), where:
(A)
= the
Closing Price on the Trading Day immediately preceding the date of such
election;
(B)
= the
Exercise Price of the Stock Option, as adjusted; and
(X)
= the
number of Shares issuable upon exercise of this Stock Option in accordance
with
the terms of this Stock Option by means of cash exercise rather than a cashless
exercise.
8.
TRANSFERABILITY
OF OPTIONS
8.1
Non-Transferable
- Except
as provided otherwise in this Section 8, Options are non-assignable and
non-transferable.
8.2
Death
of Optionee
- If the
employment of an Optionee as an employee or consultant of the Corporation or
any
Related Corporation, or the position of an Optionee as a director or officer
of
the Corporation or any Related Corporation, terminates as a result of his or
her
death, any Stock Options held by such Optionee shall pass to the Qualified
Successor of the Optionee, and shall be exercisable by the Qualified Successor
for a period of 1 year following such death, provided that in no case shall
the
Term of the Option extend beyond five years from the Date of Grant.
8.3
Disability
of Optionee
- If the
employment of an Optionee as an employee or consultant of the Corporation or
any
Related Corporation, or the position of an Optionee as a director or officer
of
the Corporation or any Related Corporation, is terminated by the Corporation
or
any Related Corporation by reason of such Optionee's Disability, any Stock
Option held by such Optionee that could have been exercised immediately prior
to
such termination of service shall be exercisable by such Optionee, or by his
Guardian, for a period of 1 year following the termination of service of such
Optionee.
8.4
Disability
and Death of Optionee
- If an
Optionee who has ceased to be employed by the Corporation or any Related
Corporation by reason of such Optionee's Disability dies within 30 days after
the termination of such employment, any Stock Option held by such Optionee
that
could have been exercised immediately prior to his or her death shall pass
to
the Qualified Successor of such Optionee, and shall be exercisable by the
Qualified Successor for a period of 1 year following the death of such Optionee,
provided that in no case shall the Term of the Stock Option extend beyond five
years from the Date of Grant.
8.5
Vesting
- Stock
Options held by a Qualified Successor or exercisable by a Guardian shall, during
the period prior to their termination, continue to vest in accordance with
any
vesting schedule to which such Stock Options are subject.
8.6
Deemed
Non-Interruption of Employment
-
Employment shall be deemed to continue intact during any military or sick leave
or other bona fide leave of absence if the period of such leave does not exceed
90 days or, if longer, for so long as the Optionee's right to reemployment
with
the Corporation or any Related Corporation is guaranteed either by statute
or by
contract. If the period of such leave exceeds 90 days and the Optionee's
reemployment is not so guaranteed, then his or her employment shall be deemed
to
have terminated on the ninety-first day of such leave.
8.7
Retirement
-
In
the
event of the termination of employment of an Optionee who is an Employee at
any
time during the term of a
Stock
Option
by reason of retirement at or after the age of 60 or after 20 years of
employment by the Corporation or any of its subsidiaries, the rights to purchase
Shares under the
Stock
Option
which have accrued to the Optionee and remain unexercised at, or which accrue
subsequent to, the date of his retirement shall remain exercisable by the
Optionee (or by the Optionee's legal personal representative or representatives
if the Optionee dies before the last date of exercise of the
Stock
Option)
for a period of 1 year following such termination of employment.
9.
TERMINATION
OF OPTIONS
9.1
Termination
of Options
- To the
extent not earlier exercised or terminated in accordance with section 8 above,
an Option shall terminate at the earliest of the following dates:
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(a)
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the
termination date specified for such Stock Option in the Stock Option
Certificate,
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(b)
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where
the Optionee's position as an employee, consultant or director of
the
Corporation or any Related Corporation is terminated for just cause
(as
hereinafter defined), the date of such termination for just cause.
For the
purpose of this subsection 9.1(b), terminated for “just cause” will mean
termination of an optionee's position with the
Corporation:
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(i)
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as
a result of an act or omission which constitutes a breach by him
of his
duties or obligations to the Corporation or a Related Corporation,
including duties arising out of a verbal or written employment or
consulting contract;
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(ii)
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as
a result of an act or omission which constitutes negligence or gross
negligence by him in respect of his duties or obligations to the
Corporation or a Related Corporation;
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(iii)
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for
committing a dishonest or fraudulent act against the Corporation
or a
Related
Corporation
;
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(iv)
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as
a result of having been subjected to penalties or sanctions imposed
by a
court relating to securities legislation or by a securities regulatory
authority; or
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(v)
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for
committing any other act or omission which is materially injurious
to the
financial condition or business reputation of the Corporation or
a
Related
Corporation
;
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(c)
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where
the Optionee's position as an employee, consultant, officer or director
of
the Corporation or any Related Corporation terminates for a reason
other
than the Optionee's disability, death, retirement (as per section
8.7) or
termination for just cause, 90 days after such date of termination,
PROVIDED that if an Optionee’s position with the Corporation changes from
one of the said categories to another category, such change shall
not
constitute termination for the purpose of this subsection
9.1(c);
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(d)
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the
date of any sale, transfer, assignment or hypothecation, or any attempted
sale, transfer, assignment or hypothecation, of such Option in violation
of Section 8.1 above; and
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(e)
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the
date specified in Section 10.3 below for such termination in the
event of
a Terminating Event.
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9.2
Lapsed
Options
- If
Stock Options are surrendered, terminated or expire without being exercised
in
whole or in part, new Stock Options may be granted covering the Shares not
purchased under such lapsed Options. If an Option has been surrendered in
connection with the regranting of a new Stock Option to the same Optionee on
different terms than the original Stock Option granted to such Optionee, then
the new Stock Option is subject to approval of the Applciable Market on which
the Shares are listed, where approval is required by such Applicable
Market.
10.
ADJUSTMENTS
TO OPTIONS
10.1
Alteration
in Capital Structure
- If
there is a material alteration in the capital structure of the Corporation
resulting from a recapitalization, stock split, reverse stock split, stock
dividend, or otherwise, the Committee shall make such adjustments to this Plan
and to the Stock Options then outstanding under this Plan as the Committee
determines to be appropriate and equitable under the circumstances, so that
the
proportionate interest of the holder of each such Stock Option shall, to the
extent practicable, be maintained as before the occurrence of such event. Such
adjustments may include, without limitation (a) a change in the number or kind
of shares of the Corporation covered by such Stock Options, and (b) a change
in
the Exercise Price payable per share; provided, however, that the aggregate
Exercise Price applicable to the unexercised portion of existing Stock Options
shall not be altered, it being intended that any adjustments made with respect
to such Stock Options shall apply only to the price per share and the number
of
shares subject thereto. For purposes of this Section 10.2, the issuance of
additional shares of stock of the Corporation in exchange for adequate
consideration (including services), shall not be deemed to be material
alterations of the capital structure of the Corporation. If the Committee
determines that the nature of a material alteration in the capital structure
of
the Corporation is such that it is not practical or feasible to make appropriate
adjustments to this Plan or to the Stock Options granted hereunder, such event
shall be deemed a Terminating Event for the purposes of this Plan.
10.2
Terminating
Events
-
Subject to Section 10.3, all Stock Options granted under the Plan shall
terminate upon the occurrence of a Terminating Event.
10.3
Notice
of Terminating Event
- The
Committee shall give notice to Optionees not less than twenty days prior to
the
consummation of a Terminating Event. Upon the giving of such notice, all Options
granted under the Plan shall become immediately exercisable, notwithstanding
any
contingent vesting provision to which such Options may have otherwise been
subject.
10.4
Corporate
Reorganization
- In the
event of a reorganization in which the Corporation is not the surviving or
acquiring corporation, or in which the Corporation is or becomes a wholly-owned
subsidiary of another corporation after the effective date of the
reorganization, then unless provision is made by the acquiring corporation
for
the assumption of each Stock Option granted under this Plan, or the substitution
of an option therefore and at the sole discretion of the Board, all Stock
Options granted under this Plan shall terminate and such event shall be deemed
a
Terminating Event. For purposes of section, reorganization shall mean any
statutory merger, statutory consolidation, sale of all or substantially all
of
the assets of the Corporation, or sale, pursuant to an agreement with the
Corporation, of securities of the Corporation pursuant to which the Corporation
becomes a wholly-owned subsidiary of another corporation after the effective
date of the reorganization.
10.5
Acceleration
on Change of Control
- Upon a
Change in Control, at the discretion of the board all Options shall become
immediately exercisable, notwithstanding any contingent vesting provisions
to
which such Options may have otherwise been subject.
10.6
Acceleration
of Date of Exercise
- The
Committee shall have the right to accelerate the date of vesting of any portion
of any Option which remains unvested.
10.7
Determinations
to be Made By Committee
-
Adjustments and determinations under this Section 10 shall be made by the
Committee, whose decisions as to the adjustments or determination which shall
be
made, and the extent thereof, shall be final, binding, and
conclusive.
10.8
Effect
of a Tender Offer
- If an
offer (the “Offer”) for Shares is made to an Optionee or to shareholders
generally or to a class of shareholders which includes the Optionee, which
Offer
constitutes a tender offer within the meaning of Section 14 of the
Securities
Act of 1933,
as
amended from time to time, the Corporation shall, immediately upon receipt
of
notice of the Offer, notify each Optionee of full particulars of the Offer,
whereupon any vested, or at the discretion of the Board vested and unvested,
Stock Option held by an Optionee may be exercised in whole or in part by the
Optionee so as to permit the Optionee to tender the Shares received upon such
exercise (the “Optioned Shares”) to the Offer. If:
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(a)
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the
Offer is not completed within the time specified therein;
or
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(b)
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all
of the Optioned Shares tendered by the Optionee pursuant to the Offer
are
not taken up and paid for by the offeror pursuant
thereto;
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the
Optioned Shares or, in the case of clause (b) above, the Optioned Shares that
are not taken up and paid for, may be returned by the Optionee to the
Corporation and reinstated as authorized but unissued shares and with respect
to
such returned Optioned Shares, the Stock Option shall be reinstated as if it
had
not been exercised. If any Optioned Shares are returned to the Corporation
under
this Section, the Corporation shall refund the Option Price to the Optionee
for
such Optioned Shares
.
11.
AMENDMENT
AND TERMINATION OF PLAN
11.1
Power
of Committee to Amend or Terminate Plan
- The
Board may at any time, and from time to time, suspend or terminate the Plan
in
whole or in part or amend it from time to time in such respects as the Board
may
deem appropriate and in the best interest of the Corporation. In particular,
the
Board may amend the Plan to reflect any change in the name of the
Corporation.
11.2
No
Grant During Suspension of Plan
- No
amendment, suspension or termination of this Plan shall, without the Optionee's
consent, alter or impair any of the rights or obligations under any Stock Option
theretofore granted to him under the Plan.
12.
CONDITIONS
PRECEDENT TO ISSUANCE OF SHARES
12.1
Compliance
with Laws
- Shares
shall not be issued with respect to a Stock Option unless the exercise of such
Stock Option and the issuance and delivery of such shares shall comply with
all
relevant provisions of law, including, without limitation, any applicable U.S.
federal and state securities laws and the requirements of any stock exchange
or
automated interdealer quotation system upon which such Shares may then be
listed, and such issuance shall be further subject to the approval of counsel
for the Corporation with respect to such compliance, including the availability
of an exemption from registration for the issuance and sale of such Shares.
Specifically,
in connection with the
Securities
Act of 1933
,
as
amended, upon exercise of any Stock Option, the Corporation shall not be
required to issue Shares unless the Committee has received evidence satisfactory
to it to the effect that the Optionee will not transfer such shares except
pursuant to a registration statement in effect under such Act or unless an
opinion of counsel satisfactory to the Corporation has been received by the
Corporation to the effect that such registration is not required.
12.2
Limitation
of Liability
- The
inability of the Corporation to obtain from any regulatory body the authority
deemed by the Corporation to be necessary for the lawful issuance and sale
of
any Shares under this Plan, or the unavailability of an exemption from
registration for the issuance and sale of any Shares under this Plan, shall
relieve the Corporation of any liability with respect to the non-issuance or
sale of such Shares.
Any
determination in this connection by the Committee shall be final, binding and
conclusive. The Corporation may, but shall in no event be obligated to take
any
other affirmative action in order to cause the exercise of a Stock Option or
the
issuance of Shares purchase thereto to comply with any law or regulation of
any
government authority.
13.
NOTICES
13.1
Notices
- All
notices, requests, demands and other communications required or permitted to
be
given under this Plan and the Options granted under this Plan shall be in
writing and shall be either served personally on the party to whom notice is
to
be given, in which case notice shall be deemed to have been duly given on the
date of such service; telefaxed, in which case notice shall be deemed to have
been duly given on the date the telefax is sent; or mailed to the party to
whom
notice is to be given, by first class mail, registered or certified, return
receipt requested, postage prepaid, and addressed to the party at his or its
most recent known address, in which case such notice shall be deemed to have
been duly given on the tenth postal delivery day following the date of such
mailing.
14.
MISCELLANEOUS
PROVISIONS
14.1
No
Obligation to Exercise
-
Optionees shall be under no obligation to exercise Options granted under this
Plan.
14.2
No
Obligation to Retain Optionee
-
Nothing contained in this Plan shall obligate the
Corporation
or any Related Corporation to retain an Optionee as an employee, officer,
director, or consultant for any period, nor shall this Plan interfere in any
way
with the right of the Corporation or any Related Corporation to reduce such
Optionee's compensation.
14.3
Duration
of the Plan
-
Subject to the provisions of section 11 (
Amendment
and
Termination
of
Plan),
the Plan shall remain in effect until all grants of Options under the Plan
have
been terminated pursuant to the provisions of the Plan or satisfied by the
issuance of Shares or the payment of cash.
14.4
Binding
Agreement
- The
provisions of this Plan and each Option with an Optionee shall be binding upon
such Optionee and the Qualified Successor or Guardian of such
Optionee.
14.5
Use
of Terms
- Where
the context so requires, references herein to the singular shall include the
plural, and vice versa, and references to a particular gender shall include
either or both genders.
14.6
Headings
- The
headings used in this Plan are for convenience of reference only and shall
not
in any way affect or be used in interpreting any of the provisions of this
Plan.
14.7
No
Representation or Warranty
- The
Corporation makes no representation or warranty as to the future market value
of
any Shares issued in accordance with the provisions of this Plan.
14.8
Use
of Proceeds
-
Proceeds from the sale of Shares pursuant to the Options granted and exercised
under the Plan shall constitute general funds of the Corporation and shall
be
used for general corporate purposes.
14.9
Expense
of Administering Plan
- The
Corporation shall bear any expenses of administering this Plan.
14.10
Place
of Administration
The
Plan
shall be administered in the State of Texas, and the validity, contraction,
interpretation, administration and effect of the Plan and its rules and
regulations, and rights relating to the Plan, shall be determined solely in
accordance with the laws of the State of Texas.
15.
EFFECTIVE
DATE OF PLAN
15.1
Effective
Date of Plan
- This
Plan shall be effective the day of its approval by the
Board
of
Directors of the Corporation
.
The Plan
and all outstanding Stock Options shall remain in effect until such Stock Option
have expired or until such options are cancelled.
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/s/
Donald L. Sytsma
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Corporate
Secretary
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Date
approved by the Board of Directors of the Corporation:
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March
9
,
2007
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Schedule
A
GULF
WESTERN PETROLEUM CORPORATION
STOCK
OPTION CERTIFICATE
Re:
Grant
of Stock Option
This
Certificate certifies that
Gulf
Western Petroleum Corporation
(the
"Corporation") has granted to you an option (the "Option") to purchase shares
in
the common stock of the Corporation pursuant to the Corporation’s 2007
Non-Qualified Stock Option Plan (the "Plan") established by the Corporation,
or
any successor plan thereto, as amended from time to time in accordance with
its
terms.
Your
Option is subject to the terms and conditions of the Plan which are deemed
to be
incorporated in this Certificate, and to the following specific
provisions:
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Exercise
Price:
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$
˜
per share.
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Option
Vesting Schedule:
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˜
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Cashless Exercise
Permitted:
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o
Yes
o
No
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THE
EXERCISE OF THIS OPTION IS SUBJECT TO THE TERMS AND RESTRICTIONS SET OUT IN
THE
PLAN. TERMS HAVE THE MEANING AS SET OUT IN THE PLAN.
A
paper
or email copy of the Plan may be obtained by contacting the Corporate Secretary
at (713) 355-7001.
This
Option may not be exercised except pursuant to an effective registration
statement under the United States Securities Act of 1933, as amended, and all
applicable U.S. state securities laws, or pursuant to available exemptions
from
such registration requirements.
The
Stock
Option evidenced hereby shall be exercisable by the delivery to and receipt
by
the Corporation of (i) a written notice of election to exercise, in the form
set
forth in Attachment A hereto, specifying the number of shares to be purchased;
(ii) accompanied by payment of the full purchase price thereof in cash or
certified check payable to the order of the Corporation or if expressly
permitted pursuant to the term so this Certificate, by notification of cashless
exercise in accordance with section 7.3 of the Plan; and (iii) this Certificate.
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Gulf
Western Petroleum Corporation
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Per:
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Authorized
Signatory
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ATTACHMENT
A
Stock
Option Certificate
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To:
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Gulf
Western Petroleum
Corporation
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Re:
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Exercise
of Stock Option
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The
undersigned hereby gives notice under the Stock Option Certificate of exercise
of the Option (as defined in the Stock Option Certificate) with respect to
the
number of Options (as defined in the Stock Option Certificate) designated below
and either:
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encloses
a certified cheque in the designated amount representing payment
in full
for those shares; or
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if,
and
only if
,
expressly permitted in the Stock Option Certificate, hereby requests
cashless exercise.
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Receipt
of Plan - Optionee hereby acknowledges having received a copy of the Plan and
that this Option exercise is subject to each and every term and provision of
such Plan.
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Number
of Options exercised:
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Option
Price:
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Total
Purchase Price:
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If
the
number of Options exercised represents less than all the Options granted
pursuant to the Stock Option Certificate, the Corporation will issue a new
Stock
Option Certificate for the balance of the Option not exercised
hereby.
Dated
this _________ day of _________________________, 2______.
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Signature
of Option Holder
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Full
Name - Please Print
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Delivery
Address
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Exhibit
14.1 - Code of Business Conduct and Ethics Compliance Program
GULF
WESTERN PETROLEUM CORPORATION
CODE
OF BUSINESS CONDUCT AND ETHICS
COMPLIANCE
PROGRAM
The
upholding of a strong sense of ethics and integrity is of the highest importance
to Gulf Western Petroleum Corporation (the "
Company
")
and
critical to its success in the business environment. The Company's Code of
Business Conduct and Ethics and Compliance Program embodies the Company's
commitment to such ethical principles and sets forth the responsibilities of
the
Company to its shareholders, employees, consultants, customers, lenders and
other stakeholders. The Company's Code of Business Conduct and Ethics and
Compliance Program addresses general business ethical principles, conflicts
of
interests, special ethical obligations for employees with financial reporting
responsibilities, insider trading laws, reporting of any unlawful or unethical
conduct, political contributions and other relevant issues.
GENERAL
PRINCIPLES
It
is the
Company's firm belief that effective business relationships can only be built
on
mutual trust and fair dealing. The Company and all its directors, officers,
employees and consultants, to whom the Company's Code of Business Conduct and
Ethics and Compliance Program is applicable, will conduct themselves in
accordance with the standards established herein.
The
Company's Code of Business Conduct and Ethics and Compliance Program outlines
the fundamental principles of legal and ethical business conduct as adopted
by
the Board of Directors of the Company. It is not intended to be a comprehensive
list addressing all legal or ethical issues, which may confront the Company's
personnel. Hence, it is essential that all personnel subject to the Company's
Code of Business Conduct and Ethics and Compliance Program employ good judgment
in the application of the principles contained herein.
CONFLICTS
OF INTEREST
Directors,
officers and employees of the Company are expected to make decisions and take
actions based on the best interests of the Company, as a whole, and not based
on
personal relationships or benefits. Generally, a "conflict of interest" is
an
activity that it inconsistent with or opposed to the best interest of the
Company or one which gives the appearance of impropriety. As conflicts of
interest can compromise the ethical behavior of Company personnel, they should
be avoided.
Employees
should avoid any relationship which would create a conflict of interest.
Employees are expected to disclose such relationships and conflicts to their
immediate supervisors. Conflicts of interest involving those with whom the
Company does business should also be disclosed in writing to such third parties.
Any waivers of conflicts of interest must be approved by the Board of Directors
or an appropriate committee.
Members
of the Board of Directors are to disclose any conflicts of interest and
potential conflicts of interest to the entire Board of Directors as well as
the
committees on which they serve.
Directors
are to recuse themselves from participation in any decision of the Board or
a
committee thereof in any matter in which there is a conflict of interest or
potential conflict of interest.
Set
forth
below is specific guidance in respect to certain conflicts of interest
situations. As it is not possible to list all conflicts of interest situations,
it is the responsibility of the individual, ultimately, to avoid and properly
address any situation involving a conflict of interest or potential conflict
of
interest. Company personnel who wish to obtain clarification of the Company's
conflicts of interest principles or further guidance with respect to the proper
handling of any specific situation should consult his or her immediate
supervisor, the Company's corporate secretary or the Company's outside legal
counsel.
Interest
in Other Businesses
:
All
Company's directors, officers and employees and their family members must avoid
any direct or indirect financial relationship with third parties with whom
the
Company has relationships which would involve a conflict of interest or a
potential conflict of interest or compromise the individual's loyalty to the
Company. Permission must be obtained from the Company's president before any
such individual commences an employment, business or consulting relationship
with third parties with whom the Company has relationships.
Outside
Directorships
:
All
Company's directors, officers and employees may serve on the boards of directors
of other profit-making organizations so long as those other companies are not
in
direct competition with the Company. Direct competition does not include being
in the same type of resource industry business as the Company, and directors,
officers and employees are not obliged to refer to the Company every opportunity
they may have in the Company's area of the resource industry.
Individuals
who serve as directors of other companies may retain any compensation earned
from that outside directorship without accounting for same to the Company.
Individuals may receive compensation (whether in the form of cash, stock or
options) for service on a board of director of another business organization
if
such service is at the request of the Company or in connection with the
investment of the Company in such business organization, so long as the
individual discloses the compensation to the Company. All individuals must
excuse themselves from any matters pertaining to the Company and the business
organization of which they are directors.
Proper
Payments
:
All
individuals should pay for and receive only that which is proper. Company
personnel should not make improper payments for the purposes of influencing
another's acts or decisions and should not receive any improper payments or
gifts from others for the purposes influencing the decisions or actions of
Company's personnel. No individual should give gifts beyond those extended
in
the context of normal business circumstances. Company personnel must observe
all
government restrictions on gifts and entertainment.
Supervisory
Relationships
:
Supervisory relationships with family members present special workplace issues.
Accordingly, Company personnel should where possible avoid a direct reporting
relationship with a family member. If such a relationship exists or occurs,
the
individuals involved must report the relationship in writing to the Board of
Directors.
FINANCIAL
REPORTING RESPONSIBILITIES
As
a
public company, it is of critical importance that the Company's filings with
the
Securities and Exchange Commission and other relevant regulatory authorities
be
accurate and timely. Hence, all Company personnel are obligated to provide
information to ensure that the Company's publicly filed documents be complete
and accurate. All Company personnel must take this responsibility seriously
and
provide prompt and accurate answers and responses to inquiries related to the
Company's public disclosure requirements.
The
Chief
Executive Officer, the President and the Chief Financial Officer of the Company
have the ultimate responsibilities of ensuring the integrity of the filings
and
disclosure made by the Company as required by the rules and regulations of
the
Securities and Exchange Commission and other relevant regulatory authorities.
In
the performance of their duties relating to the Company's public disclosure
obligations, the Chief Executive Officer, the President, the Chief Financial
Officer and all Company personnel must:
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Act
with honesty and integrity
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Provide
information that is accurate, complete, objective, fair and
timely
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Comply
with rules and regulations of federal, state and local governments
and
other relevant public and private regulatory
authorities
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Act
in good faith with due care, competence and due
diligence
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Respect
the confidentiality of information acquired in the course of the
performance of one's duties
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Promote
ethical and proper behavior in the work
environment
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·
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Report
to the Chairman of the Audit Committee any conduct that the individual
believes to be a violation of law of the Company's Code of Business
Conduct and Ethics
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INSIDER
TRADING
It
is the
policy of the Company to prohibit the unauthorized disclosure of any nonpublic
information acquired in the workplace and the misuse of material nonpublic
information in securities trading. It is not possible to define all categories
of material information. However, information should be regarded as material
if
there is a reasonable likelihood that it would be considered important to an
investor in making an investment decision regarding the purchase or sale of
the
Company's securities. Nonpublic information is information that has not been
previously disclosed to the general public and is otherwise not available to
the
general public.
Regulation
FD (Fair Disclosure) implemented by the Securities and Exchange Commission
provides that when the Company, or person acting on its behalf, discloses
material nonpublic information to certain enumerated persons (in general,
securities market professionals and holders of the Company's securities who
may
well trade on the basis of the information), it must make public disclosure
of
that information. The timing of the required public disclosure depends on
whether the selective disclosure was intentional or unintentional; for an
intentional selective disclosure, the Company must make public disclosures
simultaneously; for a non-intentional disclosure the Company must make public
disclosure promptly. Under the regulation, the required public disclosure may
be
made by filing or furnishing a Form 8-K, or by another method or combination
of
methods that is reasonably designed to effect broad, non-exclusionary
distribution of the information to the public.
All
communications with the press associated with the Company are to be handled
by
through the Company President, Chairman or Chief Executive Officer.
DUTY
TO REPORT INAPPROPRIATE AND IRREGULAR CONDUCT
All
employees and consultants, and particularly managers and/or supervisors, have
a
responsibility for maintaining financial integrity within the Company,
consistent with generally accepted accounting principles and both federal and
state securities laws. Any employee or consultant who becomes aware of any
incidents involving financial or accounting manipulation or other
irregularities, whether by witnessing the incident or being told of it, must
report it to their immediate supervisor and to the Company Board of Directors.
Any failure to report in appropriate or irregular conduct of others is a severe
disciplinary matter. It is against Company policy to retaliate against any
individual who reports in good faith the violation or potential violation of
the
Company's Code of Business Conduct and Ethics and Compliance Program of
another.
ENVIRONMENTAL
AND OPERATIONAL ISSUES
The
Company will use reasonable efforts to comply with best practices as they relate
to resource and oil and gas exploration environmental issues. In particular
Company officials will where practical seek guidance from knowledgeable
participants and obtain governmental or other regulatory guidelines on
environmental conduct of oil and gas operations so as to be familiar with and
follow as much as practicable such guidelines.
All
employees, consultants and subcontractors of the Company will be given strict
instructions to follow all environmental laws applicable to the operations
of
the Company at all times. All employees, consultants and subcontractors will
be
encouraged to report any violation of such laws to the President upon their
first opportunity.
POLITICAL
CONTRIBUTIONS
No
assets
of the Company, including the time of Company personnel, the use of Company
premises or equipment and direct or indirect monetary payments, may be
contributed to any political candidate, political action committees, political
party or ballot measure.
COMPLIANCE
PROGRAM
Policy
Acknowledgement and Periodic Compliance Affirmation.
All
directors, officers, employees, consultants and contractors to the Company
will
be required to acknowledge and confirm receipt of this Policy in a form provided
in the attached Schedule A; and to periodically confirm their understanding
of
and their continuing compliance with this Policy.
Non-Affirmation
Compliance
-
Acknowledgement of receipt of this Policy, its compliance requirements and
the
periodic confirmation of adherence thereto is mandatory for all individuals
and
non-compliance with the Policy or its confirmation provisions shall result
in
the termination of the relationship between the Company and the individual,
and/or result in the suspension of and eligibility for that individual to
participate incentive compensation, stock option and other similar plans.
Gulf
Western Petroleum Corporation
CODE
OF BUSINESS CONDUCT AND ETHICS
AND
COMPLIANCE PROGRAM
Schedule
A
Certification
The
undersigned hereby certifies that he or she has read, understands and agrees
to
comply with the Company’s Code of Business Conduct and Ethics and Compliance
Program.
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Date:
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Signed:
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Name:
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(Please
Print)
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Title:
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(Please
Print)
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Company:
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(Please
Print)
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Fax
to:
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Gulf
Western Petroleum Corporation
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(713)
979-3728
Attn:
Corporate Secretary
Exhibit 99.1
- Insider Trading Policy
INSIDER
TRADING POLICY
And
Guidelines with Respect to
Certain
Transactions in Company Securities.
This
Policy provides guidelines to employees, officers, and directors of
Gulf
Western Petroleum Corporation
(the
“Company”) with respect to transactions in the Company’s
securities.
Applicability
of Policy
This
Policy applies to all transactions in the Company’s securities, including common
stock, options for common stock and any other securities the Company may issue
from time to time, such as preferred stock, warrants and convertible debentures.
It applies to all officers of the Company, all members of the Company’s Board of
Directors, and all employees of, and to consultants and contractors to the
Company who receive or have access to
Material
Nonpublic Information
(as
defined below) regarding the Company. This group of people, members of their
immediate families, and members of their households are referred to in this
Policy as “
Insiders
.”
This
Policy also applies to any person who receives Material Nonpublic Information
from any Insider.
Any
person who possesses Material Nonpublic Information regarding the Company is
an
Insider for so long as the information is not publicly known. Any employee
can
be an Insider from time to time, and would at these times be subject to this
Policy.
Statement
of Policy
General
Policy
It
is the
policy of the Company to oppose the unauthorized disclosure of any nonpublic
information acquired in the work-place and the misuse of Material Nonpublic
Information in securities trading.
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1.
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Trading
on Material Nonpublic Information.
No
director, officer, or employee of, or consultant or contractor to,
the
Company, and no member of the immediate family or household of any
such
person, shall engage in any transaction involving a purchase or sale
of
Company’s securities, including any offer to purchase or offer to sell,
during any period commencing with the date that he or she possesses
Material Nonpublic Information concerning the Company, and ending
at the
close of business on the second Trading Day following the date of
public
disclosure of that information, or at such time as such nonpublic
information is no longer material. As used herein, the term “ Trading day”
shall mean a day on which national stock exchanges and the
Over-the-Counter Bulletin Board service of the National Association
of
Securities Dealers, Inc. are open for
trading.
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2.
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Tipping.
No
Insider shall disclose (“tip”) any Material Nonpublic Information to any
other person in the securities of the Company (including family members),
nor shall such Insider or related person make recommendations or
express
opinions on the basis of Material Nonpublic Information as to trading
in
the Company’s securities.
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3.
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Confidentiality
of Nonpublic Information.
Nonpublic information relating to the Company is the property of
the
Company and the unauthorized disclosure of such information is
forbidden.
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4.
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Policy
Acknowledgement and Periodic Compliance Affirmation.
All directors, officers, employees, consultants and contractors to
the
Company (all Insiders) will be required to acknowledge and confirm
receipt
of this Policy in a form provided in the attached Schedule A; and
to
periodically confirm their understanding of and their continuing
compliance with this Policy.
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5.
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Non-Affirmation
Compliance
-
Acknowledgement of receipt of this Policy, its compliance requirements
and
the periodic confirmation of adherence thereto is mandatory for all
Insiders, and non-compliance with the Policy or its confirmation
provisions shall result in the termination of the relationship between
the
Company and the Insider, and/or result in the suspension of and
eligibility for an Insider to participate incentive compensation,
stock
option and other similar plans.
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Potential
Criminal and Civil Liability
and/or
Disciplinary Action
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1.
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Liability
for Insider Trading.
Insiders may be subject to substantial penalties and significant
jail time
for engaging in transactions in the Company’s securities at a time when
they have knowledge of nonpublic information regarding the
Company.
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2.
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Liability
for Tipping
.
Insiders may also be liable for improper transactions by any person
(commonly referred to as a “tippee”) to whom they have disclosed nonpublic
information regarding the Company or to whom they have made
recommendations or expressed opinions on the basis of such information
as
to trading in the Company’s securities. The Securities and Exchange
Commission (the “SEC”) has imposed large penalties even when the
disclosing person did not profit from the trading. The SEC, the stock
exchanges and the National Association of Securities Dealers, Inc.
use
sophisticated electronic surveillance techniques to uncover insider
trading.
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3.
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Possible
Disciplinary Actions
.
Employees of the Company who violate this Policy shall also be subject
to
disciplinary action by the Company, which may include ineligibility
for
future participation in the Company’s equity incentive plans or
termination of employment.
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4.
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Company
Liability
.
Although responsibility for compliance with this policy and liability
for
non-compliance are primarily personal to the individuals involved,
violations may result in civil and criminal liability for the Company.
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Guidelines
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1.
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Mandatory
Black-out Period For Officers, Directors and Certain Employees,
Recommended For All Employees
.
The period at the end of each fiscal quarter and ending two Trading
Days
following the date of public disclosure of the financial results
for each
fiscal quarter, is a particularly sensitive period of time for
transactions in the Company’s stock from the perspective of compliance
with applicable securities laws. This sensitivity is due to the fact
that
officers, directors and certain other employees will, during that
period,
often possess Material Nonpublic Information about the expected financial
results for the quarter.
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Accordingly,
to ensure compliance with this Policy and applicable federal and state
securities laws, all directors, officers and employees having access to the
Company’s internal financial statements or other Material Nonpublic Information
shall refrain from conducting transactions involving the purchase or sale of
the
Company’s securities during the period beginning on the end of each fiscal
quarter and ending two Trading Days following the date of public disclosure
of
the financial results for each fiscal quarter ( the “Black-out Period”). Unless
otherwise advised by the Chief Executive Officer, the Black-out Period shall
be
the period indicated above. The purpose behind the Black-out Period is to
establish a diligent effort to avoid any improper or the appearance of potential
improper transactions.
From
time
to time, the Company may also recommend that directors, officers, selected
employees and others suspend trading because of developments known to the
Company and not yet disclosed to the public. In such event, such persons are
advised not to engage in any transaction involving the purchase or sale of
the
Company securities during such period and should not disclose to others the
fact
of such suspension of trading.
It
should
be noted, however, that even outside the Black-out Period, any person possessing
Material Nonpublic Information concerning the Company should not engage in
any
transactions in the Company’s securities until such information has been known
publicly for at least two Trading Days, whether or not the Company has
recommended a suspension of trading to that person. Assuming the absence of
Material Nonpublic Information, trading in the Company’s securities outside of
the Black-out Period should
not
be
considered a “safe harbor,” and all directors, officers and other persons should
use good judgement at all times.
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2.
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Pre-clearance
of Trades.
The Company has determined that all Reporting Insiders (Insiders
subject
to Rule 144) of the Company should refrain from trading in the Company’s
securities without first complying with the Company’s “pre-clearance”
process. Each officer and director should contact the Company’s Chief
Executive Officer or his designee prior to commencing any trade in
the
Company’s securities. The Company may find it necessary, from time to
time, to require compliance with the pre-clearance process from certain
employee’s, consultants and contractors other than and in addition to
officers and directors. Any individual with any questions regarding
trading in the Company’s securities is encouraged to contact an executive
officer of the Company, and to consult with their attorney.
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3.
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Individual
Responsibility.
Every officer, director and employee has the individual responsibility
to
comply with this Policy against insider trading, regardless of whether
the
Insider trades even outside the Black-out Period.
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An
Insider may, from time to time, have to forego a proposed transaction in the
Company’s securities even if he or she planned to make the transaction before
learning of the Material Nonpublic Information and even though the Insider
believes he or she may suffer an economic loss or forego anticipated profit
by
waiting.
Applicability
of Policy to Inside Information
Regarding
Other Companies
This
Policy and the guidelines described herein also apply to Material Nonpublic
Information relating to other companies, including the Company’s customers,
vendors or suppliers (“business partners”), when that information is obtained in
the course of employment with, or other services performed on behalf of, the
Company.
Civil
and
criminal penalties, and termination of employment, may result from trading
on
inside information regarding the Company’s business partners. All employees
should treat Material Nonpublic Information about the Company’s business
partners with the same care required with respect to information related
directly to the Company.
Definition
of Material Nonpublic Information
It
is not
possible to define all categories of material information. However, information
should be regarded as material if there is a reasonable likelihood that it
would
be considered important to a reasonable investor in making an investment
decision regarding the purchase or sale of the Company’s
securities.
While
it
may be difficult under this standard to determine whether particular information
is material, there are various categories of information that are particularly
sensitive and, as a general rule, should always be considered material. Examples
of such information may include:
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·
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Projections
of future earnings or losses
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Results
of product development or mineralization of
properties
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News
of a pending or proposed merger or joint
venture
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News
of the disposition of a subsidiary
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Impending
bankruptcy or financial liquidity
problems
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Gain
or loss of a substantial customer or
supplier
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New
product announcements of a significant
nature
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·
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Significant
product defects or modifications
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·
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Significant
pricing changes
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·
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Stock
Splits or Consolidations
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·
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New
equity or debt offerings
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Significant
litigation exposure due to actual or threatened
litigation
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Major
changes in senior management.
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·
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Either
positive or negative information may be
material.
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Nonpublic
information is information that has not been previously disclosed to the general
public and is otherwise not available to the general public.
Certain
Exceptions
For
the
purposes of this Policy, the Company considers that exercise of stock options
for cash under the Company’s stock options plans (
but
not the sale of any such shares
)
is
exempt from this Policy, since the other party to the transaction is the Company
itself and the price does not vary with the market but is fixed by the terms
of
the option agreement or the plan.
Additional
Information - Directors and Officers
The
Company will comply with the reporting obligations and limitations on
short-swing transactions set forth in Section 16 of the
Securities
Exchange Act of 1934
,
as
amended. The practical effect of these provisions is that officers and directors
who purchase and sell the Company’s securities within a six-month period must
disgorge all profits to the Company whether or not they had knowledge of any
Material Nonpublic Information. Under these provisions, and so long as certain
other criteria are met, the receipt of an option under the Company’s option
plans, not the exercise of that option, is deemed a purchase under Section
16;
however, the sale of any such shares is a sale under Section 16. Moreover,
no
officer or director may ever make a short sale of the Company’s stock.
Officers and directors are encouraged to secure independent legal advice
concerning Section 16, its compliance requirements and related rules.
Inquiries
Please
direct your questions as to any of the matters discussed in this Policy to
the
Company’s Chief Executive Officer.
Gulf
Western Petroleum Corporation
Insider
Trading Policy
Schedule
A
Certification
The
undersigned hereby certifies that he or she has read, understands and agrees
to
comply with the Company’s Insider Trading Policy.
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Date:
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Signed:
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Name:
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(Please
Print)
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Title:
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(Please
Print)
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Company:
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(Please
Print)
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Fax
to:
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Gulf
Western Petroleum Corporation
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(713)
979-3728
Attn:
Corporate Secretary
