FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of MAY 2018
Commission File Number: 001-32929
POLYMET MINING CORP.
(Translation of registrant's name into English)
100 King Street, Suite 5700
Toronto, ON Canada M5X 1C7
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
[ ] Form 20-F [ X ] Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
EXPLANATORY NOTE
This report on Form 6-K and attached exhibit are incorporated by reference into Registration Statement No. 333-192208 and this report on Form 6-K shall be deemed a part of such registration statement from the date on which this report on Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished by PolyMet Mining Corp. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
SUBMITTED HEREWITH
Exhibits
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99.3 | Omnibus Plan | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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PolyMet Mining Corp.
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(Registrant)
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Date: May 18, 2018
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By:
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/s/ Jonathan Cherry
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Jonathan Cherry
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Title:
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President and CEO
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1.
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to receive the 2017 Annual Information Form, including the audited consolidated financial statements for the eleven months ended December 31, 2017 and the report of the auditor on those financial statements;
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2.
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to elect nine directors to hold office until the close of the next annual meeting of shareholders;
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3.
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to appoint PricewaterhouseCoopers LLP as the auditor to hold office until the close of the next annual meeting of shareholders and to authorize the Board of Directors to fix the remuneration to be paid to the auditor;
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4.
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to consider, and if thought fit, approve PolyMet’s amended Omnibus Share Compensation Plan (the “Omnibus Plan”) as approved by the shareholders in 2007 and as amended, restated, and confirmed from time to time most recently by shareholders in 2015; and
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5.
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to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.
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ONLINE:
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www.proxyvote.com
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TELEPHONE:
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1-800-690-6903
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FACSIMILE:
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1-866-623-5305 (For Canadian Shareholders only)
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MAIL:
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Broadridge Financial c/o Vote Processing, 51 Mercedes Way, Edgewood NY 11707
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By Order of the Board of Directors | ||
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signed “Jonathan Cherry” | |
Jonathan Cherry | ||
President & Chief Executive Officer | ||
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to elect nine directors to hold office until the close of the next annual meeting of shareholders;
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to appoint PricewaterhouseCoopers LLP as the auditor to hold office until the close of the next annual meeting of shareholders and to authorize the Board of Directors to fix the remuneration to be paid to the auditor; and
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to consider, and if thought fit, approve PolyMet’s amended Omnibus Share Compensation Plan (the “Omnibus Plan”) as approved by the shareholders in 2007 and as amended, restated, and confirmed from time to time most recently by shareholders in 2015.
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To vote in person at the Meeting
, please come to the Meeting and you will receive an attendance card when you arrive.
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To vote by proxy over the telephone
, please call 1-800-690-6903 up until 11:59 p.m. Eastern Time on Monday June 25, 2018.
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To vote using a Form of Proxy
, please complete, sign, date and return your Form of Proxy in accordance with the instructions on the Form of Proxy.
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To vote by proxy online,
go to
www.proxyvote.com
and follow the online voting instructions and refer to your holder account number and proxy access number provided on the Form of Proxy.
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To vote using the voting instruction form
, simply complete and return the voting instruction form in accordance with its instructions.
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To vote in person at the Meeting
, you must instruct Broadridge if you are a non-objecting beneficial owner, or your intermediary if you are an objecting beneficial owner, to appoint you as proxyholder.
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· |
must be, for at least the six-month period immediately before the day on which the shareholder submits the proposal, the registered holder or the beneficial owner of the number of Common Shares:
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that is equal to at least 1% of the total number of outstanding Common Shares, as of the day on which the shareholder submits the proposal; or
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whose fair market value, as determined at the close of business on the day before the shareholder submits the proposal, is at least $2,000; or
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must have the support of persons who, in the aggregate, and not-including the person that submits the proposal, have been, for at least the six-month period immediately before the day on which the shareholder submits the proposal, the registered holders, or the beneficial owners of the number of Common Shares:
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that is equal to at least 1% of the total number of outstanding Common Shares, as of the day on which the shareholder submits the proposal; or
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whose fair market value, as determined at the close of business on the day before the shareholder submits the proposal, is at least $2,000.
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the name and address of the person and of the person’s supporters, if applicable; and
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the number of Common Shares held or owned by the person and the person’s supporters, if applicable, and the date the Common Shares were acquired.
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by phone
:
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1-800-693-6903, or
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by mail
:
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51 Mercedes Way, Edgewood, New York 11717
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by phone
:
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1-416-915-4149;
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by email
:
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info@polymetmining.com
, or
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by mail
:
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First Canadian Place, 100 King Street West, Suite 5700, Toronto, Ontario M5X 1C7
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Name, Province/State and Country of Residence
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Director Since
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Position with PolyMet
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Number of Common Shares Beneficially Owned, Controlled or Directed, Directly or Indirectly
(1)
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Dennis M. Bartlett
(5, 6)
Arizona, United States |
July 19, 2017
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Director
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Nil
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Jonathan Cherry
(5, 6)
Minnesota, United States |
July 16, 2012
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Director,
President & Chief Executive Officer |
1,108,279
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Mike Ciricillo
(5, 6)
Arizona, United States |
July 19, 2017
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Director
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Nil
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Dr. David Dreisinger
(3, 4, 5, 6)
British Columbia, Canada |
October 3, 2003
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Director
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440,171
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W. Ian L. Forrest
(2, 3, 4)
Vaud, Switzerland |
October 3, 2003
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Director, Chairman
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2,862,141
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Helen Harper
(3, 4, 5, 6)
Ontario, Canada |
July 13, 2016
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Director
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10,000
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Alan R. Hodnik
(2, 4, 5)
Minnesota, United States |
March 9, 2011
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Director
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233,141
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Stephen Rowland
(2, 4)
Connecticut, United States |
October 30, 2008
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Director
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232,641
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Michael M. Sill
(2, 3)
Minnesota, United States |
March 9, 2011
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Director
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496,175
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Notes: | (1) | The information as to the number of Common Shares owned, controlled or directed, directly or indirectly, has been based upon information provided by each of the proposed nominees for director and reports filed on the System for Electronic Disclosure by Insiders (SEDI) at www.sedi.ca . |
(2) |
Member of the Compensation Committee. Stephen Rowland is a non-voting participant of this committee.
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(3) |
Member of the Audit Committee. Helen Harper is a non-voting participant of this committee.
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(4) |
Member of the Nominating and Corporate Governance Committee. Helen Harper and Stephen Rowland are non-voting participants of this committee.
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(5) |
Member of the
H
ealth, Safety, Environment and Communities Committee.
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(6) |
Member of the Technical Steering Committee.
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the removal of Stock Appreciation Rights (SARs) as a type of Award available under the Omnibus Plan. The Company has never granted any SARs and has no intention of granting SARs settled with shares in the future;
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the addition of Deferred Stock Units (DSUs) and Performance Stock Units (PSUs) as a type of Award available under the Omnibus Plan. The purpose of adding these types of Awards is to keep the Company’s compensation-based awards similar with industry-peers and clarify the Omnibus Plan description for Restricted Share Unit Awards with deferred delivery and Performance Awards;
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increasing the discretion of the Compensation Committee, subject to the policies and guidelines of the PolyMet Board, to determine the benefits under the Omnibus Plan;
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increasing the maximum aggregate number of Common Shares available for U.S. Qualified Incentive Stock Options, U.S. Nonqualified Stock Options and Other U.S. Awards from 25 million to 100 million, subject to adjustment, which is a pro rata increase based on the increase of the Company’s current market capitalization compared to where the Company’s market capitalization was in 2007, when the Omnibus Plan was first approved;
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setting the number of Common Shares reserved for issuance within any one year period to any one Participant at 1% of the total number of Outstanding Common Shares and increasing the aggregate number of Options which may be granted during any calendar year to any one Participant from 1.5 million to 3 million;
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for Participants whose employment is terminated without Cause, or who cease to be employed due to permanent disability, retirement or death, all Awards (including Options) will vest immediately;
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the addition of an amendment provision that allows the Compensation Committee to amend any amendment provision of the Omnibus Plan with prior shareholder approval; and
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the addition of a clause specifically stating that PolyMet does not provide financial assistance to Participants with respect to any Award.
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5.
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Other Business
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Year Ended
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Executive Compensation Related Fees
(US$) |
All Other Fees
(US$) |
December 31, 2017
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35,870
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Nil
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January 31, 2017
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67,170
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38,580
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align the short-term and long-term interests of its management team with those of its shareholders;
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attract and retain highly qualified executives;
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motivate performance and recognize and reward contribution to the success of PolyMet as measured by the accomplishment of specific performance objectives; and
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ensure that a significant proportion of compensation is at risk and directly linked to the success of PolyMet.
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In June 2017, the Company appointed Patrick Keenan as Chief Financial Officer;
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In August 2017 and September, the Minnesota Department of Natural Resources (“MDNR”) released six draft water appropriation permits and two draft dam safety permits for 30-days of public review and comment which have all closed;
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In September 2017, the Company issued and committed to issue to Glencore secured debentures with a total principal amount of $20 million;
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In October 2017, the Company entered into an agreement with EIP Credit Co., LLC (“EIP Credit”) to reserve wetland bank credits for the NorthMet Project;
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In November 2017, the U.S. House of Representatives approved bipartisan legislation introduced by Rep. Rick Nolan, D-MN-8 directing the Secretary of Agriculture to move forward with the land exchange between PolyMet and the U.S. Forest Service. This bill has been advanced to the US Senate for consideration;
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In January 2018, the MDNR released the draft Permit to Mine for public review and comment which has closed;
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In January 2018, the Minnesota Pollution Control Agency (“MPCA”) released the draft water quality permit, draft section 401 certification, and draft air emissions permit for public review and comment which have all closed;
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In February 2018, the final public hearings on the draft permits were completed;
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In March 2018, the Company and Glencore agreed to extend the term of outstanding debentures until March 31, 2019, reduce the interest rate on the outstanding debentures, and make available $80 million in additional debentures during 2018 to complete pre- and post-permitting work, including detailed engineering and environmental cleanup, and to purchase wetland credits; and
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In March 2018, the Company issued an Updated Technical Report under NI 43-101 incorporating process improvements, project improvements, and environmental controls described in the Final EIS and draft permits. The update also included detailed capital costs, operating costs, and economic valuation for the mine plan being permitted as well as an assessment of potential future opportunities.
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Name
and principal position |
Year Ended
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Salary
(US$) |
Share-
based awards (US$) (1) |
Option-
based awards (US$) (2) |
Non-equity Annual
incentive plans (US$) |
Pension
value (US$) (3) |
All other
compensation (US$) |
Total
compensation (US$) |
Jonathan Cherry
President and Chief Executive Officer |
Dec 2017
Jan 2017 Jan 2016 |
377,700
396,900 362,500 |
Nil
590,600 Nil |
Nil
625,800 Nil |
412,000
421,000 450,000 |
14,600
15,900 15,900 |
Nil
Nil Nil |
804,300
2,050,200 828,400 |
Douglas Newby
(4)
Former Chief Financial Officer |
Dec 2017
Jan 2017 Jan 2016 |
135,500
255,700 252,500 |
Nil
249,200 Nil |
Nil
264,000 Nil |
Nil
132,300 114,800 |
4,100
7,700 7,600 |
Nil
Nil Nil |
139,600
908,900 374,900 |
Patrick Keenan
(5)
Chief Financial Officer |
Dec 2017
Jan 2017 Jan 2016 |
173,300
Nil Nil |
200,000
Nil Nil |
200,000
Nil Nil |
100,500
Nil Nil |
8,000
Nil Nil |
Nil
Nil Nil |
681,800
Nil Nil |
Bradley Moore
Executive Vice President, Environmental and Governmental Affairs |
Dec 2017
Jan 2017 Jan 2016 |
199,300
210,700 205,000 |
Nil
236,200 Nil |
Nil
249,100 Nil |
114,100
111,800 150,200 |
12,000
12,600 12,300 |
16,600
Nil Nil |
342,000
820,400 367,500 |
Andrew Ware
Chief Geologist |
Dec 2017
Jan 2017 Jan 2016 |
145,900
154,900 152,300 |
Nil
67,600 Nil |
Nil
71,900 Nil |
99,500
81,100 73,400 |
8,700
9,300 9,200 |
Nil
Nil Nil |
254,100
384,800 234,900 |
Ryan Vogt
Corporate Controller |
Dec 2017
Jan 2017 Jan 2016 |
163,200
172,600 166,000 |
Nil
99,300 Nil |
Nil
105,600 Nil |
71,200
55,900 53,800 |
9,800
10,400 9,500 |
Nil
Nil Nil |
244,200
443,800 229,300 |
Notes:
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(1) |
Balances represent shares valued using the Company’s share price the day prior to the grant. Although the Company’s practice is to grant long term equity-based awards at the start of each calendar year, due to blackouts, awards for 2016 were granted February 1, 2016, awards for 2017 were granted January 5, 2017, and awards for 2018 were granted March 30, 2018. This resulted in no awards being reflected in the years ending January 31, 2016 or December 31, 2017 but two awards being reflected in the year ended January 31, 2017.
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On February 1, 2016, Mr. Cherry was granted 392,442 restricted share units valued at $298,200 with vesting on February 1, 2018. On January 5, 2017, Mr. Cherry was granted 389,815 restricted share units valued at $292,400 with vesting on January 5, 2019.
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On February 1, 2016 Mr. Newby was granted 166,788 restricted stock units valued at $126,700 with vesting on February 1, 2018. On January 5, 2017, Mr. Newby was granted 163,310 restricted share units valued at $122,500 with vesting on January 5, 2019.
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On June 15, 2017, Mr. Keenan was granted 327,869 restricted share units valued at $200,000 with 109,290 vesting on June 15, 2018, 109,290 vesting on June 15, 2019, and 109,289 vesting on June 15, 2020.
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On February 1, 2016 Mr. Moore was granted 174,593 restricted stock units valued at $132,700 with vesting on February 1, 2018. On January 5, 2017, Mr. Moore was granted 138,056 restricted share units valued at $103,500 with vesting on January 5, 2019.
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On February 1, 2016 Mr. Vogt was granted 62,500 restricted stock units valued at $47,500 with vesting on February 1, 2018. On January 5, 2017, Mr. Vogt was granted 69,012 restricted share units valued at $51,800 with vesting on January 5, 2019.
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On February 1, 2016 Mr. Ware was granted 39,254 restricted stock units valued at $29,800 with vesting on February 1, 2018. On January 5, 2017, Mr. Ware was granted 50,366 restricted share units valued at $37,800 with vesting on January 5, 2019.
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(2) |
The fair value of each option is estimated as at the date of grant using the Black-Scholes pricing model. Although the Company’s practice is to grant long term equity-based awards at the start of each calendar year, due to blackouts, awards for 2016 were granted February 1, 2016, awards for 2017 were granted January 5, 2017, and awards for 2018 were granted March 30, 2018. This resulted in no awards being reflected in the years ending January 31, 2016 or December 31, 2017 but two awards being reflected in the year ended January 31, 2017.
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On February 1, 2016, Mr. Cherry was granted 1,147,000 stock options with immediate vesting. These options expire February 1, 2021 and have an exercise price of $0.7600. The fair value of $304,800 was determined using the following key assumptions: risk free interest rate of 1.01%, expected dividend yield of zero, expected forfeiture rate of zero, expected volatility of 55.87%, and estimated life of 2.50 years. On January 5, 2017, Mr. Cherry was granted 1,212,000 stock options with immediate vesting. These options expire January 5, 2022 and have an exercise price of $0.7500. The fair value of $321,000 was determined using the following key assumptions: risk free interest rate of 1.30%, expected dividend yield of zero, expected forfeiture rate of zero, expected volatility of 56.08%, and estimated life of 2.50 years.
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On February 1, 2016, Mr. Newby was granted 487,000 stock options with immediate vesting. These options expire February 1, 2021 and have an exercise price of $0.7600. The fair value of $129,400 was determined using the following key assumptions: risk free interest rate of 1.01%, expected dividend yield of zero, expected forfeiture rate of zero, expected volatility of 55.87%, and estimated life of 2.50 years. On January 5, 2017, Mr. Newby was granted 508,000 stock options with immediate vesting. These options expire January 5, 2022 and have an exercise price of $0.7500. The fair value of $134,600 was determined using the following key assumptions: risk free interest rate of 1.30%, expected dividend yield of zero, expected forfeiture rate of zero, expected volatility of 56.08%, and estimated life of 2.50 years.
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On June 15, 2017, Mr. Keenan was granted 300,000 stock options vesting on June 15, 2018. These options expire June 15, 2023 and have an exercise price of $0.6100. The fair value of $65,820 was determined using the following key assumptions: risk free interest rate of 1.42%, expected dividend yield of zero, expected forfeiture rate of zero, expected volatility of 57.06%, and estimated life of 2.50 years. On June 15, 2017, Mr. Keenan was granted 300,000 stock options vesting on June 15, 2019. These options expire June 15, 2023 and have an exercise price of $0.6100. The fair value of $65,820 was determined using the following key assumptions: risk free interest rate of 1.42%, expected dividend yield of zero, expected forfeiture rate of zero, expected volatility of 57.06%, and estimated life of 2.50 years. On June 15, 2017, Mr. Keenan was granted 300,000 stock options vesting on June 15, 2020. These options expire June 15, 2023 and have an exercise price of $0.6100. The fair value of $68,400 was determined using the following key assumptions: risk free interest rate of 1.49%, expected dividend yield of zero, expected forfeiture rate of zero, expected volatility of 53.91%, and estimated life of 3.0 years.
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On February 1, 2016, Mr. Moore was granted 510,000 stock options with immediate vesting. These options expire February 1, 2021 and have an exercise price of $0.7600. The fair value of $135,500 was determined using the following key assumptions: risk free interest rate of 1.01%, expected dividend yield of zero, expected forfeiture rate of zero, expected volatility of 55.87%, and estimated life of 2.50 years. On January 5, 2017, Mr. Moore was granted 429,000 stock options with immediate vesting. These options expire January 5, 2022 and have an exercise price of $0.7500. The fair value of $113,600 was determined using the following key assumptions: risk free interest rate of 1.30%, expected dividend yield of zero, expected forfeiture rate of zero, expected volatility of 56.08%, and estimated life of 2.50 years.
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On February 1, 2016, Mr. Vogt was granted 183,000 stock options with immediate vesting. These options expire February 1, 2021 and have an exercise price of $0.7600. The fair value of $48,600 was determined using the following key assumptions: risk free interest rate of 1.01%, expected dividend yield of zero, expected forfeiture rate of zero, expected volatility of 55.87%, and estimated life of 2.50 years. On January 5, 2017, Mr. Vogt was granted 215,000 stock options with immediate vesting. These options expire January 5, 2022 and have an exercise price of $0.7500. The fair value of $57,000 was determined using the following key assumptions: risk free interest rate of 1.30%, expected dividend yield of zero, expected forfeiture rate of zero, expected volatility of 56.08%, and estimated life of 2.50 years.
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On February 1, 2016, Mr. Ware was granted 115,000 stock options with immediate vesting. These options expire February 1, 2021 and have an exercise price of $0.7600. The fair value of $30,600 was determined using the following key assumptions: risk free interest rate of 1.01%, expected dividend yield of zero, expected forfeiture rate of zero, expected volatility of 55.87%, and estimated life of 2.50 years. On January 5, 2017, Mr. Ware was granted 156,000 stock options with immediate vesting. These options expire January 5, 2022 and have an exercise price of $0.7500. The fair value of $37,800 was determined using the following key assumptions: risk free interest rate of 1.30%, expected dividend yield of zero, expected forfeiture rate of zero, expected volatility of 56.08%, and estimated life of 2.50 years.
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(3) |
Balances represent Company contributions under 401K pension plan.
|
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(4) |
Mr. Newby resigned as Chief Financial Officer on June 15, 2017.
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(5) |
Mr. Keenan was appointed Chief Financial Officer on June 15, 2017.
|
December 2017
Burn Rate |
January 2017 Burn Rate
|
January 2016
Burn Rate |
|
Omnibus Plan
|
1.0%
|
2.6%
|
0.1%
|
|
Option-based Awards
|
Share-based Awards
|
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Name and Principal Position
|
Number of securities
underlying unexercised options (#) |
Option
exercise price (US$) |
Option
expiration date |
Value of vested
unexercised in-the-money options (US$) (1) |
Number of shares or units
of shares that have not vested (#) (2) |
Market or payout value
of share-based awards that have not vested (US$) |
|
Unvested Vested
|
|||||||
Jonathan Cherry
President and Chief Executive Officer
|
833,333
Nil Nil Nil Nil |
1,666,667
562,000 502,000
1,147,000
1,212,000
|
0.7613
0.9800 1.0700
0.7600
0.7500
|
Jun. 21, 2022
Jan. 17, 2024 Jan. 5, 2020
Feb. 1, 2021
Jan. 5, 2022 |
164,500
Nil
Nil
114,700 133,300 |
782,257
|
672,700
|
Douglas Newby
Former Chief Financial Officer |
Nil
Nil Nil
Nil
Nil Nil |
200,000
100,000
219,000 213,000
487,000
508,000
|
1.0318
0.7977 0.9800 1.0700
0.7600
0.7500 |
Mar. 8, 2022
Jan. 7. 2023 Jan. 17, 2024 Jan. 5, 2020 Feb. 1, 2021 Jan. 5, 2022 |
Nil
6,230
Nil
Nil
48,700 55,900 |
Nil
|
Nil
|
Patrick Keenan
Chief Financial Officer |
300,000
300,000 300,000 |
Nil
Nil
Nil
|
0.6100
0.6100 0.6100 |
Jun. 15, 2023
Jun. 15. 2023 Jun. 15, 2023 |
Nil
Nil
Nil |
327,869
|
282,000
|
Bradley Moore
Executive Vice President, Environmental and Governmental Affairs
|
Nil
Nil
Nil
Nil Nil Nil |
300,000
100,000 160,000 138,000
510,000
429,000 |
1.8816
1.0318 0.9800 1.0700 0.7600 0.7500 |
Jan. 25, 2021
Mar. 8, 2022 Jan. 17, 2024 Jan. 5, 2020 Feb. 1, 2021 Jan. 5, 2022 |
Nil
Nil
Nil
Nil
51,000 47,200 |
312,649
|
268,900
|
Ryan Vogt
Corporate Controller |
Nil
Nil
Nil
Nil
Nil
Nil
|
100,000
50,000 85,000
72,000
183,000
215,000
|
1.0058
0.8671
0.9800
1.0700 0.7600 0.7500 |
Apr. 2, 2022
Jul. 25, 2022
Jan 17, 2024
Jan. 5, 2020 Feb. 1, 2021 Jan. 5, 2022 |
Nil
Nil
Nil
Nil
18,300
23,700 |
131,512
|
113,100
|
Andrew Ware
Chief Geologist |
Nil
Nil Nil Nil Nil |
100,000
85,000 109,000
115,000
156,000
|
0.9972
0.9800 1.0700 0.7600 0.7500 |
Apr. 3, 2023
Jan. 17, 2024 Jan. 5, 2020 Feb. 1, 2021 Jan. 5, 2022 |
Nil
Nil
Nil
11,500 17,200 |
89,620
|
77,100
|
(2) |
Represents Restricted Stock and Restricted Stock Units.
|
Name and Principal Position
|
Option-based awards - Value
vested during the year (US$)
|
Share-based awards -Value
vested during the year (US$)
|
Non-equity incentive plancompensation -Value earnedduring the year (US$)
|
Jonathan Cherry
President and Chief Executive Officer
|
Nil
|
Nil
|
Nil
|
Douglas Newby
Former Chief Financial Officer
|
Nil
|
228,800
|
Nil
|
Patrick Keenan
Chief Financial Officer
|
Nil
|
Nil
|
Nil
|
Bradley Moore
Executive Vice President, Environmental and Governmental Affairs
|
Nil
|
Nil
|
16,600
|
Ryan Vogt
Corporate Controller
|
Nil
|
Nil
|
Nil
|
Andrew Ware
Chief Geologist
|
Nil
|
Nil
|
Nil
|
Named Executive Officer
|
Title
|
Termination Without
Cause (US$)
|
Termination Change in
Control (US$)
|
Jonathan Cherry
|
President and Chief Executive Officer
|
1,697,900
|
1,697,900
|
Patrick Keenan
|
Chief Financial Officer
|
794,500
|
794,500
|
Bradley Moore
|
Executive Vice President, Environmental and Governmental Affairs
|
734,900
|
734,900
|
Director Name
|
Fees Earned
(US$)
|
Option
Awards (#)
|
Option
Awards
(US$)
(1)
|
Share-based
Awards
(US$)
|
All other Compensation
(US$)
|
Total (US$)
|
W. Ian L. Forrest
|
53,750
|
Nil
|
Nil
|
30,000
|
Nil
|
83,750
|
Dennis Bartlett
|
22,500
|
250,000
|
79,600
|
30,000
|
Nil
|
132,100
|
Mike Ciricillo
|
22,500
|
Nil
|
Nil
|
Nil
|
Nil
|
22,500
|
Matt Daley
|
21,300
|
Nil
|
Nil
|
Nil
|
Nil
|
21,300
|
Dr. David Dreisinger
|
43,800
|
Nil
|
Nil
|
30,000
|
Nil
|
73,800
|
Helen Harper
|
43,800
|
Nil
|
Nil
|
30,000
|
Nil
|
73,800
|
Alan R. Hodnik
|
47,500
|
Nil
|
Nil
|
30,000
|
Nil
|
77,500
|
Stephen Rowland
|
43,800
|
Nil
|
Nil
|
30,000
|
Nil
|
73,800
|
Michael M. Sill
|
47,500
|
Nil
|
Nil
|
30,000
|
Nil
|
77,500
|
Director Name
|
Number of securities
underlying unexercised options (#) |
Option
exercise price (US$) |
Option
expiration date |
Value of vested
unexercised in-the-money options (US$) (1) |
Number of shares or units
of shares that have not vested (#) (2) |
Market or payout value
of share-based awards that have not vested (US$) |
|
Unvested
|
Vested
|
||||||
Dennis Bartlett
|
Nil
|
250,000
|
0.6600
|
July 20, 2027
|
Nil
|
Nil
|
Nil
|
Mike Ciricillo
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Dr. David Dreisinger
|
Nil
Nil
Nil |
150,000
150,000
300,000
|
0.7110
0.7977 0.9800 |
Feb. 17, 2019
Jan. 7, 2023 Dec. 16, 2023 |
25,400
12,400
Nil |
59,935
|
51,600
|
W. Ian L. Forrest
|
Nil
Nil |
150,000
300,000 |
0.7110
0.9800 |
Feb. 17, 2019
Dec. 16, 2023 |
25,400
Nil |
59,935
|
51,600
|
Helen Harper
|
Nil
|
250,000
|
0.7600
|
Jul. 14, 2026
|
30,000
|
30,865
|
26,600
|
Alan R. Hodnik
|
Nil
Nil Nil |
250,000
200,000 300,000 |
1.7689
1.0318 0.9800 |
Mar. 10, 2021
Mar. 8, 2022 Dec. 16, 2023 |
Nil
Nil Nil |
59,935
|
51,600
|
Stephen Rowland
|
Nil
Nil Nil |
250,000
300,000 200,000 |
1.0318
0.9800 0.9300 |
Mar. 8, 2019
Dec. 16, 2023 Jan. 9, 2024 |
Nil
Nil Nil |
59,935
|
51,600
|
Michael M. Sill
|
Nil
Nil Nil |
250,000
200,000 300,000 |
1.7689
1.0318 0.9800 |
Mar. 10, 2021
Mar. 8, 2022 Dec. 16, 2023 |
Nil
Nil Nil |
59,935
|
51,600
|
(2) |
Represents Restricted Stock Units.
|
Director Name
|
Option-based awards - Value
vested during the year (US$) |
Share-based awards -Value
vested during the year (US$) |
Non-equity incentive plan
compensation -Value earned during the year (US$) |
Dennis Bartlett
|
Nil
|
Nil
|
Nil
|
Mike Ciricillo
|
Nil
|
Nil
|
Nil
|
Dr. David Dreisinger
|
Nil
|
Nil
|
Nil
|
W. Ian L. Forrest
|
Nil
|
Nil
|
Nil
|
Helen Harper
|
Nil
|
Nil
|
Nil
|
Alan R. Hodnik
|
Nil
|
Nil
|
Nil
|
Stephen Rowland
|
Nil
|
Nil
|
Nil
|
Michael M. Sill
|
Nil
|
Nil
|
Nil
|
Plan Category
|
Number of securities to be issued upon exercise of outstanding options and rights under compensation plans as at December 31, 2017
|
Weighted-average exercise price of outstanding options and rights under compensation plans as at December 31, 2017
(US$) |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) under compensation plans as at December 31, 2017
(4)
|
Equity compensation plans approved by securityholders
(1)
|
22,249,032
|
0.99
|
5,850,277
|
Equity compensation plans approved by securityholders
(2)
|
3,640,000
|
N/A
|
Nil
|
Equity compensation plans not approved by securityholders
(
3)
|
2,500,000
|
0.76
|
Nil
|
Total
|
28,389,032
|
N/A
|
5,850,277
|
Notes: |
(1)
|
Includes the Omnibus Plan.
|
(2)
|
Includes the Share Bonus Plan.
|
|
(3)
|
On June 21, 2012, Mr. Cherry was granted 2,500,000 options pursuant to the exception under section 613(c) of the TSX Company Manual. 833,334 options vested on June 21, 2012, 833,333 options vested December 6, 2013; and 833,333 options will vest upon receipt of permits needed to commence construction of the NorthMet Project.
|
|
(4)
|
Based on 10% of the Company’s issued and outstanding shares as at December 31, 2017 less options, bonus shares, restricted shares and restricted share units as at December 31, 2017. 2,500,000 options are excluded pursuant to the exception under section 613(c) of the TSX Company Manual.
|
By Order of the Board of Directors | ||
|
signed “Jonathan Cherry” | |
Jonathan Cherry | ||
President & Chief Executive Officer | ||
CORPORATE GOVERNANCE DISCLOSURE
REQUIREMENT
|
CORPORATE
GOVERNANCE PRACTICES |
|||||
1.
|
Board of Directors
|
|
||||
(a)
|
Disclose the identity of directors who are independent.
|
The Board of Directors have determined that Dennis Bartlett, Dr. David Dreisinger, W. Ian L. Forrest, Alan R. Hodnik and Michael M. Sill are “independent”.
Under the Canadian Securities Administrators’
National Instrument 58-101 – Disclosure of Corporate Governance Practices
, a director is “independent” if he or she has no direct or indirect material relationship with the Company that could, in the view of the Board of Directors, be reasonably expected to interfere with the exercise of that director’s independent judgment.
|
||||
(b)
|
Disclose the identity of directors who are not independent, and describe the basis for that determination.
|
The Board of Directors has determined that Jonathan Cherry, Mike Ciricillo,
Helen Harper
and Stephen Rowland are not independent. Mr. Cherry serves as the President and Chief Executive Officer. Mr. Ciricillo, Mrs. Harper and Mr. Rowland are representatives of Glencore and the Board of Directors has chosen to deem them not independent at this time.
|
||||
(c)
|
Disclose whether or not a majority of directors are independent.
|
A majority of the Directors are independent.
|
||||
(d)
|
If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer.
|
The Directors who are directors of other reporting issuers (or the equivalent) are:
|
||||
Name
|
Reporting Issuer
|
|||||
Dr. David Dreisinger
|
Search Minerals, Inc.
LeadFX Inc. |
|||||
Alan R. Hodnik
|
ALLETE, Inc.
|
|||||
(e)
|
Disclose whether or not the independent directors hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. If the independent directors hold such meetings, disclose the number of meetings held since the beginning of the issuer’s most recently completed financial year. If the independent directors do not hold such meetings, describe what the board does to facilitate open and candid discussion among its independent directors.
|
The
independent directors meet without management and non-independent directors present, at each in person meeting of the Board and such other times as the independent directors deem necessary. Other than in person, meetings may also take place formally or informally over the telephone or electronically by way of e-mail. During the period from February 1, 2017 to December 31, 2017, the independent directors met in person without management and the non-independent directors three times.
|
CORPORATE GOVERNANCE DISCLOSURE
REQUIREMENT
|
CORPORATE
GOVERNANCE PRACTICES |
|||||
(f)
|
Disclose whether or not the Chair of the board is an independent director. If the board has a chair or lead director who is an independent director, disclose the identity of the independent chair or lead director, and describe his or her role and responsibilities. If the board has neither a chair that is independent nor a lead director that is independent, describe what the board does to provide leadership for its independent directors.
|
The Chairman of the Board, W. Ian L. Forrest is an independent director.
The roles and responsibilities of the Chairman are to provide effective Board leadership, oversee all aspects of the Company’s direction and administration and ensure that the Board carries out its responsibilities effectively and build a healthy corporate governance culture.
|
||||
(g)
|
Disclose the attendance record of each director for all board meetings held since the beginning of the issuer’s most recently completed financial year.
|
The attendance record of each of the present directors for all Board of Directors meetings for the period February 1, 2017 to December 31, 2017 is as follows:
|
||||
|
Name
|
Attendance
|
||||
|
Dennis Bartlett
|
4/7 (appointed July 19, 2017)
|
||||
|
Jonathan Cherry
|
7/7
|
||||
|
Mike Ciricillo
|
3/7 (appointed July 19, 2017)
|
||||
|
Dr. David Dreisinger
|
7/7
|
||||
|
Helen Harper
|
7/7
|
||||
|
W. Ian L. Forrest
|
7/7
|
||||
|
Alan R. Hodnik
|
7/7
|
||||
|
Stephen Rowland
|
6/7
|
||||
|
Michael Sill
|
7/7
|
||||
2.
|
Board Mandate
– Disclose the text of the board’s written mandate. If the board does not have a written mandate, describe how the board delineates its role and responsibilities.
|
A copy of the Board Mandate can be found on the Company’s website at
www.polymetmining.com
.
|
||||
3.
|
(a)
|
Position Descriptions
Disclose whether or not the board has developed written position descriptions for the chair and the chair of each board committee. If the board has not developed written position descriptions for the chair and/or the chair of each board committee, briefly describe how the board delineates the role and responsibilities of each such position.
|
The Board of Directors have developed a written position for the Chair and the committee Chairs. The Charter of each committee sets out the responsibilities, duties and authority of all committee members.
|
CORPORATE GOVERNANCE DISCLOSURE
REQUIREMENT
|
CORPORATE
GOVERNANCE PRACTICES |
||||
(b)
|
Disclose whether or not the board and Chief Executive Officer have developed a written position description for the Chief Executive Officer. If the board and Chief Executive Officer have not developed such a position description, briefly describe how the board delineates the role and responsibilities of the Chief Executive Officer.
|
The Board of Directors and the Chief Executive Officer have developed a written position description of the Chief Executive Officer.
|
|||
4.
|
(a)
|
Orientation and Continuing Education
Briefly describe what measures the board takes to orient new directors regarding:
(i) the role of the board, its committees and its directors, and
(ii) the nature and operation of the issuer’s business.
|
New directors receive orientation, commensurate with their previous experience, on the business, technology and industry and on the responsibilities of directors. In addition, they also receive a manual, which includes the Company’s charters, mandates, codes and policies (the “Manual”).
Orientation as to the nature and operation of the issuer’s business occurs through various means, including presentations by management and employees to give the directors additional insight into the business.
|
||
(b)
|
Briefly describe what measures, if any, the board takes to provide continuing education for its directors. If the board does not provide continuing education, describe how the board ensures that its directors maintain the skill and knowledge necessary for them to meet their obligations as directors.
|
Continuing education is provided to the directors through the following means: 1) review and supply of revisions to the Manual; 2) regular updates on the Company’s business; 3) notifications of changes in regulatory environment or director roles and responsibilities; 4) encouragement and funding to attend courses and conferences that will increase their own and the Board of Directors’ effectiveness.
W. Ian L. Forrest is a member of the
Institute of Chartered Accountants of Scotland.
|
|||
5.
|
(a)
|
Ethical Business Conduct
Disclose whether or not the board has adopted a written code for the directors, officers and employees. If the board has adopted a written code:
|
The Board of Directors have adopted a written Code of Business Conduct and Ethics, (the “Code”), for its directors, officers and employees.
|
||
(i)
disclose how an interested party may obtain a copy of the written code.
|
A copy of the Code can be found on the Company’s website at
www.polymetmining.com
.
|
||||
(ii)
describe how the board monitors compliance with its code, or if the board does not monitor compliance, explain whether and how the board ensures compliance with its code; and
|
The Board monitors compliance with the Code through its Audit Committee and the Corporate Secretary. In addition to answering questions or concerns regarding the Code, the Corporate Secretary is responsible for: investigating possible violations of the Code (in conjunction with the Audit Committee) and ensuring that new directors, officers and employees are given a copy of the Code including any referenced policies.
|
CORPORATE GOVERNANCE DISCLOSURE
REQUIREMENT
|
CORPORATE
GOVERNANCE PRACTICES |
||||
(iii)
provide a cross-reference to any material change report(s) filed since the beginning of the issuer’s most recently completed financial year that pertains to any conduct of a director or executive officer that constitutes a departure from the code.
|
No material change reports have been filed by the Company since February 1, 2017, the beginning of the most recently completed financial year, that pertain to any conduct of a director or executive officer that constitutes a departure from the Code.
|
||||
(b)
|
Describe any steps the board takes to ensure directors exercise independent judgement in considering transactions and agreements in respect of which a director or executive officer has a material interest.
|
The Board of Directors takes measures to exercise independent judgment in considering transactions and agreements in respect of which any of the directors or executive officers may have a material interest. Where appropriate, directors absent themselves from portions of a meeting of the Board of Directors or of a board committee to allow independent discussion of points in issue.
The Company complies with the relevant provisions under the
Business Corporations Act
(British Columbia) dealing with conflict of interest situations. Through directors’ and officers’ questionnaires and other systems, the Company gathers and monitors relevant information in relation to potential conflicts of interest a director or officer may have.
|
|||
(c)
|
Describe any other steps the board takes to encourage and promote a culture of ethical business conduct.
|
The Board evaluates and ensures the integrity of the Chief Executive Officer and other executive officers, and ensures that the Chief Executive Officer and other executive officers create a culture of integrity and conduct themselves in an ethical manner and in compliance with applicable laws and rules, audit and accounting principles, and governing policies.
The directors, officers and employees are reminded on an annual basis that they are responsible for reading, understanding and complying with the Code and related policies and, in the case of directors, also with the Board Mandate.
|
|||
6.
|
(a)
|
Nomination of Directors
Describe the process by which the board identifies new candidates for board nomination.
|
The Nominating and Corporate Governance Committee has the primary responsibility for identifying, evaluating, reviewing and recommending qualified candidates to serve on the Board, including consideration of any potential conflicts of interest as well as applicable independence and experience requirements.
In making its recommendations to the Board of Director nominees, the Nominating and Corporate Governance Committee considers what competencies and skills the Board as a whole should possess, it assesses what competencies and skills each existing director possesses, and then it assesses what competencies and skills each nominee will bring to the Board and whether such nominee is independent and can devote sufficient time and resources to his or her duties as a Board member.
|
CORPORATE GOVERNANCE DISCLOSURE
REQUIREMENT
|
CORPORATE
GOVERNANCE PRACTICES |
||||
(b)
|
Disclose whether or not the board has a nominating committee composed entirely of independent directors. If the board does not have a nominating committee composed entirely of independent directors, describe what steps the board takes to encourage an objective nomination process.
|
The Nominating and Corporate Governance Committee consists of Dr. David Dreisinger, W. Ian L. Forrest and Alan R. Hodnik, all of whom are independent directors. Helen Harper and Stephen Rowland are also non-voting participants of the Nominating and Corporate Governance Committee and are deemed non-independent.
The Nominating and Corporate Governance Committee provides the Board with recommendations of each nominee and specify qualifications, including personal qualities, characteristics, skills, experience, accomplishments, reputation, current knowledge in the countries and communities in which PolyMet operates business, as well as consider the ability to commit adequate time and resources to the Company.
|
|||
(c)
|
If the board has a nominating committee, describe the responsibilities, powers and operation of the nominating committee.
|
A copy of the Nominating and Corporate Governance Committee Charter
can be found on the Company’s website at
www.polymetmining.com
The Nominating and Corporate Governance Committee has full access to Company books, facilities, records and personnel to allow it to discharge its responsibilities, and may retain the advice and assistance of those internal or external legal, accounting or other advisors it deems necessary or appropriate.
|
|||
7.
|
(a)
|
Compensation
Describe the process by which the board determines the compensation for your company’s directors and officers.
|
Compensation for directors and officers is determined by the Compensation Committee. In determining compensation for the directors, the Compensation Committee internally reviews director compensation paid by companies with a comparable profile to PolyMet.
In determining compensation for officers, the Compensation Committee utilizes the process described in the Management
Information
Circular under the heading “Statement of Executive Compensation - Objectives Executive Compensation”.
|
||
(b)
|
Disclose whether or not the board has a compensation committee composed entirely of independent directors. If the board does not have a compensation committee composed entirely of independent directors, describe what steps the board takes to ensure an objective process for determining such compensation.
|
The Compensation Committee is composed of independent directors. The members of the Committee are W. Ian L. Forrest, Alan R. Hodnik and Michael Sill. Stephen Rowland is also a non-voting participant of the Compensation Committee and is deemed non-independent.
The Compensation Committee provides the Board with recommendations regarding the appointment, performance, succession and remuneration of officers, succession and leadership plans, remunerations and compensation policies.
|
CORPORATE GOVERNANCE DISCLOSURE
REQUIREMENT
|
CORPORATE
GOVERNANCE PRACTICES |
||||
(c)
|
If the board has a compensation committee, describe the responsibilities, powers and operation of the compensation committee.
|
A copy of the Compensation Committee Charter can be found on the Company’s website at
www.polymetmining.com
The Compensation Committee has full access to Company books, facilities, records and personnel to allow it to discharge its responsibilities, and may retain the advice and assistance of those internal or external legal, accounting or other advisors it deems necessary or appropriate.
|
|||
(d)
|
If a compensation consultant or advisor has, at any time since the beginning of the issuer’s most recently completed financial year, been retained to assist in determining compensation for any of the issuer’s directors and officers, disclose the identity of the consultant or advisor and briefly summarize the mandate for which they have been retained. If the consultant or advisor has been retained to perform any other work for the issuer, state that fact and briefly describe the nature of the work.
|
Compensation consultant, The Human Well, has been retained since August, 2012 to assist the Compensation Committee and Board of Directors in determining salaries, director compensation, cash incentives and share based incentives and to assess the effectiveness of PolyMet’s incentive plans in contributing to corporate performance. The Human Well will continue to provide PolyMet with these similar compensation consulting services for the current fiscal year.
|
|||
8.
|
Other Board Committees -
If the board has standing committees other than the audit, compensation and nominating committees identify the committees and describe their function.
|
The Company has a
Health, Safety, Environment and Communities Committee
whose purpose is to ensure that PolyMet conducts its activities in a way that will promote sustainable development, protect human life and the preservation of the environment. A copy of the charter can be found on the Company’s website at
www.polymetmining.com
The members of the
Health, Safety, Environment and Communities Committee
are Dennis Bartlett, Jonathan Cherry, Mike Ciricillo, Dr. David Dreisinger, Helen Harper and Alan R. Hodnik.
The Company also has a Technical Steering Committee whose purpose is to oversee the development of production of PolyMet mining projects. The Committee reviews and assess the mine plan, financial model, project construction and operations.
The members of the Technical Steering Committee are Dennis Bartlett, Jonathan Cherry, Mike Ciricillo, Dr. David Dreisinger and Helen Harper.
|
CORPORATE GOVERNANCE DISCLOSURE
REQUIREMENT
|
CORPORATE
GOVERNANCE PRACTICES |
9.
|
Assessments –
Disclose whether or not the board, its committees and individual directors are regularly assessed with respect to their effectiveness and contribution. If assessments are regularly conducted, describe the process used for the assessments. If assessments are not regularly conducted, describe how the board satisfies itself that it, its committees, and individual directors are performing effectively.
|
The Nominating and Corporate Governance Committee is mandated to ensure that the contributions of Board members, committees of the Board, and the Board as a whole, are reviewed on an annual basis. To facilitate this annual assessment, the Board reviews an Annual Assessment Report and Questionnaires for the Board and each of its committees.
|
|||
10.
|
Director Term Limits and Other Mechanisms of Board Renewal
- Disclose whether or not the issuer has adopted term limits for the directors on its board or other mechanisms of board renewal and, if so, include a description of those director term limits or other mechanisms of board renewal. If the issuer has not adopted director term limits or other mechanisms of board renewal, disclose why it has not done so.
|
The Company has not adopted term limits for the Board of Directors. The Nominating and Corporate Governance Committee considers a number of factors when re-nominating incumbent directors or nominating new directors, including (i) personal qualities, characteristics, skills, experiences, accomplishments and reputation in the business community; (ii) current knowledge and contacts relevant to the Company's business; (iii) ability and willingness to commit adequate time and resources to Board and committee matters; and (iv) compliance with all legal and regulatory requirements of a Board member.
|
|||
11.
|
Policies Regarding the Representation on the Board
|
|
|||
(a)
|
Disclose whether the issuer has adopted a written policy relating to the identification and nomination of women directors. If the issuer has not adopted such a policy, disclose why it has not done so.
|
The Company has not adopted a written policy relating to the identification and nomination of women directors. The Nominating and Corporate Governance Committee recommends Board nominations based on qualifications, regardless of gender. The Company values the diversity of the Board and are committed to providing equal opportunity in all aspects of the Company.
|
|||
(b)
|
If an issuer has adopted a policy referred to in (a), disclose the following in respect of the policy: (i) a short summary of its objectives and key provisions, (ii) the measures taken to ensure that the policy has been effectively implemented, (iii) annual and cumulative progress by the issuer in achieving the objectives of the policy, and
(iv) whether and, if so, how the board or its nominating committee measures the effectiveness of the policy.
|
N/A
|
CORPORATE GOVERNANCE DISCLOSURE
REQUIREMENT
|
CORPORATE
GOVERNANCE PRACTICES |
12.
|
Consideration of the Representation of Women in the Director Identification and Selection Process -
Disclose whether and, if so, how the board or nominating committee considers the level of representation of women on the board in identifying and nominating candidates for election or re-election to the board. If the issuer does not consider the level of representation of women on the board in identifying and nominating candidates for election or re-election to the board, disclose the issuer’s reasons for not doing so.
|
The Nominating and Corporate Governance Committee recommends Board nominations based on qualifications, regardless of gender. The Company values the diversity of the Board and are committed to providing equal opportunity in all aspects of the Company.
|
|||
13.
|
Consideration Given to the Representation of Women in Executive Officer Appointments -
Disclose whether and, if so, how the issuer considers the level of representation of women in executive officer positions when making executive officer appointments. If the issuer does not consider the level of representation of women in executive officer positions when making executive officer appointments, disclose the issuer’s reasons for not doing so.
|
Officer appointments are based on qualifications, regardless of gender. The Company values diversity and are committed to providing equal opportunity in all aspects of the Company.
|
|||
14.
|
Issuer’s Targets Regarding the Representation of Women on the Board and in Executive Officer Positions –
|
|
|||
For purposes of this Item, a “target” means a number or percentage, or a range of numbers or percentages, adopted by the issuer of women on the issuer’s board or in executive officer positions of the issuer by a specific date.
|
|
||||
(a)
|
Disclose whether the issuer has adopted a target regarding women on the issuer’s board. If the issuer has not adopted a target, disclose why it has not done so.
|
The Company does not have a “target” regarding women on its Board. Board appointments are based on qualifications, regardless of gender. The Company values diversity and is committed to providing equal opportunity in all aspects of the Company.
|
|||
(b)
|
Disclose whether the issuer has adopted a target regarding women in executive officer positions of the issuer. If the issuer has not adopted a target, disclose why it has not done so.
|
The Company does not have a “target” regarding of women in executive officer positions. Officer appointments are based on qualifications, regardless of gender. The Company values diversity and is committed to providing equal opportunity in all aspects of the Company.
|
|||
(c)
|
If the issuer has adopted a target referred to in either (b) or (c), disclose: (i) the target, and (ii) the annual and cumulative progress of the issuer in achieving the target.
|
N/A
|
CORPORATE GOVERNANCE DISCLOSURE
REQUIREMENT
|
CORPORATE
GOVERNANCE PRACTICES |
15.
|
Number of Women on the Board and in Executive Officer Positions
|
|
|
(a)
|
Disclose the number and proportion (in percentage terms) of directors on the issuer’s board who are women.
|
One out of nine (11%)
|
|
(b)
|
Disclose the number and proportion (in percentage terms) of executive officers of the issuer, including all major subsidiaries of the issuer, who are women.
|
One out of five (20%)
|
1.0 |
PURPOSE OF THE PLAN
|
2.0 |
DEFINITIONS AND INTERPRETATION
|
(a) |
“
Affiliate
” means any Person that directly or indirectly controls, is controlled by, or is under common control with the Company. The term “control” (including with correlative meaning, the terms “
controlled by
” and “
under common control with
”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting or other securities, by contract or otherwise.
|
(b) |
“
Award
”
means any Option, Restricted Stock, Restricted Stock Unit, Deferred Stock Unit, Performance Stock Unit or Other Stock-Based Awards granted pursuant to the Plan.
|
(c) |
“
Award Agreement
”
means the agreement (whether in written or electronic form) or other instrument or document evidencing any Award granted pursuant to the Plan.
|
(d) |
“
Blackout Period
” means an interval of time during which the Company has determined that one or more Participants may not trade any securities of the Company.
|
(e) |
“
Board
”
or “
Board of Directors
” means the board of directors of the Company.
|
(f) |
“
Bonus Shares
”
means the Common Shares that remain issuable pursuant to the Company’s bonus share incentive plan adopted by the Board of Directors on November 5, 2003, and approved by disinterested shareholders for its directors and key employees and consultants.
|
(g) |
“
Business Day
” means a day on which the Toronto Stock Exchange (for as long as the Common Shares are listed and traded on the Toronto Stock Exchange) is open and on which banks are open for business in Vancouver, British Columbia and Toronto, Ontario.
|
(h) |
“
Cause
”, with respect to any Participant (i) has the meaning, if any, set forth in the employment or service agreement then in effect, if any, between such Participant and the Company or any Affiliate, or (ii) if there is no such meaning set forth in such employment or service agreement, or there is no such employment or service agreement then in effect, means a circumstance that would entitle the Company to terminate the employment or services of such Participant at law without notice or compensation as a result of such termination.
|
(i) |
“
Common Shares
” means the common shares without par value of the Company represented by a certificate or certificates in physical or electronic form.
|
(j) |
“
Company
” means PolyMet Mining Corp. and any successor company thereto.
|
(k) |
“
Compensation Committee
” has the meaning ascribed thereto by Section 4.1.
|
(l) |
“
Consultant
” means any individual, company or other Person, other than a director, officer or employee, engaged, to provide ongoing valuable services to the Company or any Affiliate on a full-time or part-time basis, or otherwise, for a period of at least twelve (12) months.
|
(m) |
“
Control Change
” means in the case of a particular Award, unless the applicable Award Agreement (or any employment or service agreement between the Participant and the Company or an Affiliate) states otherwise, the first to occur of any of the following events: (i) the dissolution or liquidation of the Company; (ii) a reorganization, merger, amalgamation, arrangement, consolidation or business combination of the Company with one or more other Persons as a result of which the shareholders of the Company, as a group, as they were immediately prior to such event, will hold less than a majority of the Outstanding Common Shares of the surviving corporation; (iii) a sale of all or substantially all of the Company’s assets to a Person that was not an Affiliate immediately prior to such event; or (iv) a sale to one Person (or two or more Persons acting in concert), other than to the Company or an Affiliate immediately prior to such event, of equity securities of the Company resulting in such Person or Persons holding Common Shares representing at least fifty percent (50%) of the aggregate voting power of all outstanding equity securities of the Company. For the purposes of subsection (iii), a sale of all or substantially all of the Company’s assets means a sale determined as a sale of all or substantially all of the Company’s assets by the Board, for the purpose and with specific reference to the Plan. Notwithstanding any other provision of this section, a Control Change shall not be deemed to have occurred if such Control Change results solely from (a) the Company effecting a transaction solely to change the Company’s domicile, or (b) the issuance, in connection with a bona fide financing or series of financings by the Company or any of its Affiliates, of voting securities of the Company or any of its Affiliates or any securities convertible into or exchangeable for voting securities of the Company or any of its Affiliates.
|
(n) |
“
Date of Termination
” means the date of termination of the Participant’s employment or service, by the Participant or the Company, whether by Retirement, Permanent Disability or death of the Participant, and in the case of a Participant who is a Consultant, the date the Participant’s contract as a Consultant is terminated before its normal termination date.
|
(o) |
“
Deferred Stock Unit
” means any deferred stock unit granted under Section 11.
|
(p) |
“
Effective Date
” has the meaning set out in Section 3.
|
(q) |
“
Eligible Person
” means a director, officer, employee or Consultant of the Company or any Affiliate or a Person otherwise determined by the Compensation Committee to be an Eligible Person.
|
(r) |
“
Exercise Price
” means the price per Common Share at which a Participant may purchase Common Shares pursuant to an Option, provided that if such price is adjusted pursuant to Section 22.1, “
Exercise Price
” thereafter means the price per Common Share at which such Participant may purchase Common Shares pursuant to such Option after giving effect to such adjustment.
|
(s) |
“
Expiry Date
” means the date set by the Compensation Committee pursuant to Section 8.2, representing the last day in which an Option under this Plan may be exercised.
|
(t) |
“
Insider
” means “
reporting insider
” as defined in National Instrument 55-104 –
Insider Reporting Requirements and Exemptions
and includes any associate or affiliates as defined in Part I of the TSX Company Manual.
|
(u) |
“
Market Price
”
of Common Shares at any relevant date means
the closing price of the Common Shares on the NYSE American on the previous day.
|
(v) |
“
NYSE American
” means NYSE American LLC, a national securities exchange registered with the Securities Exchange and Commission.
|
(w) |
“
Option
” or “
Options
” means any stock option granted under Section 8.
|
(x) |
“
Other Stock-Based Award
”
means any other stock-based award granted under Section 13.
|
(y) |
“
Outstanding Common Shares
” at the time of any issuance of Common Shares or grant of Awards means the number of Common Shares that are outstanding immediately prior to the share issuance or grant of Awards in question, on a non-diluted basis, or such other number as may be determined under the applicable rules and regulations of all regulatory authorities to which the Company is subject.
|
(z) |
“
Participant
” means an Eligible Person to whom an Award has been granted under the Plan.
|
(aa) |
“
Performance Stock Units
”
means any right granted under Section 12.
|
(bb) |
“
Permanent Disability
” means mental or physical impairment of the Participant which is expected to result in death or which has lasted or is expected to last for a continuous period of 12 months or more and which causes the Participant to be unable to be engaged in any substantial gainful activity and shall be deemed to have occurred on the first day after the Company and two independent physicians have furnished their opinion of permanent disability to the Compensation Committee.
|
(cc) |
“
Permitted Assign
” means:
|
(i) |
a trustee, custodian or administrator acting on behalf of, or for the benefit of, a Participant;
|
(ii) |
a holding entity of a Participant;
|
(iii) |
a Registered Retirement Savings Plan (“
RRSP
”) or Registered Retirement Income Fund (“
RRIF
”) of a Participant;
|
(iv) |
a spouse of a Participant;
|
(v) |
a trustee, custodian or administrator acting on behalf of, or for the benefit of, the spouse of a Participant;
|
(vi) |
a holding entity of the spouse of a Participant; or
|
(vii) |
a RRSP or RRIF of the spouse of a Participant.
|
(dd) |
“
Person
” means and includes any individual, corporation, limited partnership, general partnership, joint stock company, limited liability corporation, joint venture, association, company, trust, bank, trust company, pension fund, business trust or other organization, whether or not a legal entity.
|
(ee) |
“
Plan
” means this PolyMet Mining Corp. Omnibus Share Compensation Plan (formerly known as the PolyMet Mining Corp. 2007 Omnibus Share Compensation Plan), including any amendments hereto.
|
(ff) |
“
Restricted Stock
”
means any Common Share granted under Section 9.
|
(gg) |
“
Restricted Stock Unit
” means any unit granted under Section 10.
|
(hh) |
“
Retirement
”
means a termination due to age and approved by the Compensation Committee.
|
(ii) |
“
Securities Act
”
means the
Securities Act
, R.S.B.C. 1996, c.418, as amended from time to time.
|
(jj) |
“
Stock Exchanges
” means the Toronto Stock Exchange or NYSE American, or such other stock exchanges or other organized markets on which the Common Shares are listed or posted for trading.
|
(kk) |
“
Take-over bid
” has the same meaning as stated in the Securities Act.
|
(ll) |
“
Tax Act
” means the
Income Tax Act
(Canada), as amended from time to time.
|
(mm) |
“
U.S. Exchange Act
” means the U.S. Securities Exchange Act of 1934, as amended from time to time and any successor thereto. Reference in the Plan to any section of the U.S. Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or other interpretative guidance.
|
(nn) |
“
U.S. Internal Revenue Code
” means the United States Internal Revenue Code of 1986, as amended from time to time and any successor thereto. Reference to any section of the U.S. Internal Revenue Code shall be deemed to include any regulations or other interpretative guidance under such section and any amendments or successors thereto.
|
(oo) |
“
U.S. Nonqualified Stock Option
” means an Option to purchase Common Shares other than a U.S. Qualified Incentive Stock Option.
|
(pp) |
“
U.S. Participant
” means a Participant who is a citizen or resident of the United States or whose compensation under the Plan is subject to income taxation under the U.S. Internal Revenue Code.
|
(qq) |
“
U.S. Qualified Incentive Stock Option
” means an Option to purchase Common Shares with the intention that it qualify as an “incentive stock option” as that term is defined in Section 422 of the U.S. Internal Revenue Code.
|
(a) |
“this Plan” means this agreement as amended from time to time;
|
(b) |
any reference in this Plan to a designated “Section” or other subdivision is a reference to the designated Section or other subdivision to this Plan;
|
(c) |
the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Plan as a whole and not to any particular Section or other subdivision to this Plan;
|
(d) |
the headings are for convenience only and do not form a part of this Plan and are not intended to interpret, define or limit the scope, extent or intent of this Plan;
|
(e) |
words importing the singular number only shall include the plural and vice versa and words importing the use of any gender shall include any other gender, the word “or” is not exclusive and the word “including” is not limiting whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto;
|
(f) |
unless otherwise provided, all amounts are stated and are to be paid in U.S. dollars; a reference to CDN$ is to an amount stated in and to be paid in Canadian dollars;
|
(g) |
references to days or dates are based on calendar days or dates unless a reference to Business Day is used; and
|
(h) |
where the time for doing an act falls or expires on a day, which is not a Business Day, the time for doing such act is extended to the next Business Day.
|
4.0 |
ADMINISTRATION OF PLAN
|
(a) |
The Board of Directors may at any time appoint a committee of the Board of Directors (the “
Compensation Committee
”) to, among other things, interpret, administer and implement this Plan on behalf of the Board of Directors in accordance with such terms and conditions as the Board of Directors may prescribe, consistent with this Plan (provided that if at any such time such a committee has not been appointed by the Board of Directors, this Plan will be administered by the Board of Directors, and in such event references herein to the Compensation Committee shall be construed to be a reference to the Board of Directors). The Board of Directors will take such steps that in its opinion are required to ensure that the Compensation Committee has the necessary authority to fulfil its functions under this Plan.
|
(b) |
Notwithstanding anything herein to the contrary, and insofar as the Board of Directors determines that it is necessary in order for compensation recognized by Participants pursuant to the Plan to be fully deductible to the Company for income tax purposes, each member of the Compensation Committee also shall be an “outside director” (as defined in regulations or other guidance issued by the U.S. Internal Revenue Service under Section 162(m) of the U.S. Internal Revenue Code).
|
(a) |
to delegate such duties and powers as the Compensation Committee may see fit with respect to this Plan (including, for greater certainty, the powers set out in Sections 4.2(c) through (q) below, pursuant to guidelines approved by the Compensation Committee, and in such event and in respect of those powers so delegated, references herein to the Compensation Committee shall be construed to be a reference to those Persons to whom such powers have been so delegated);
|
(b) |
to interpret and construe this Plan and any Award Agreement and to determine all questions arising out of this Plan and any Award Agreement, and any such interpretation, construction or determination made by the Compensation Committee will be final, binding and conclusive for all purposes;
|
(c) |
to determine Persons who are Eligible Persons;
|
(d) |
to grant Awards to Eligible Persons;
|
(e) |
to determine the type or types of Awards to be granted to each Eligible Person;
|
(f) |
to determine the time or times when Awards will be granted;
|
(g) |
to determine the number of Common Shares covered by each Award (or the then method by which payments, related instruments or other rights under an Award are to be determined);
|
(h) |
to determine whether and to what extent and under what circumstances Awards may be exercised or settled, as applicable, for cash, Common Shares, other securities, or other Awards, or cancelled, forfeited or suspended;
|
(i) |
to enter into an Award Agreement evidencing each Award which will incorporate such terms as the Compensation Committee in its discretion deems consistent with this Plan;
|
(j) |
to prescribe the form of the instruments relating to the grant, exercise and other terms and conditions of an Award;
|
(k) |
to determine the Exercise Price for each Option, subject to Section 8.1;
|
(l) |
to determine the time or times when Awards will vest and be exercisable or settled, as applicable, and to determine when it is appropriate to accelerate the vesting and/or exercise conditions of Awards;
|
(m) |
to determine if the Common Shares that are subject to an Award will be subject to any restrictions or repurchase rights upon the exercise of such Award including, where applicable, the endorsement of a legend on any certificate representing Common Shares acquired on the exercise of any Award to the effect that such Common Shares may not be offered, sold or delivered except in compliance with the applicable securities laws and regulations of Canada, the United States or any other country and if any rights or restrictions exist they will be described in the applicable Award Agreement;
|
(n) |
to determine the Expiry Date for each Option;
|
(o) |
to take such steps and require such documentation from each Eligible Person which in its opinion are necessary or desirable to ensure compliance with the rules and regulations of the Stock Exchanges and all applicable laws;
|
(p) |
to adopt such modifications, procedures and subplans as may be necessary or desirable to comply with the provisions of the laws of Canada, the United States and other countries in which the Company or any Affiliate may operate to ensure the viability and maximization of the benefits from the Awards granted to Participants residing in such countries and to meet the objectives of this Plan; and
|
(q) |
to do all such other matters as provided for herein.
|
5.0 |
COMMON SHARES AVAILABLE AND ACCOUNTING
|
6.0 |
GRANT OF AWARDS AND LIMITATIONS
|
(a) |
the number of Common Shares reserved for issuance within any one year period to any one Participant pursuant to this Plan shall not exceed 5% of the total number of Outstanding Common Shares;
|
(b) |
the number of Common Shares reserved for issuance within any one year period to any one Participant that is an independent director of the Company pursuant to this Plan, shall not, exceed 1% of the total number of Outstanding Common Shares;
|
(c) |
the number of Common Shares reserved for issuance within any one year period to all Participants that are Insiders pursuant to this Plan, shall not, exceed 10% of the total number of Outstanding Common Shares;
|
(d) |
notwithstanding anything contained herein to the contrary but subject to this Section, the aggregate number of Common Shares to which Awards may be granted during any calendar year to any one Participant shall not exceed 1% of the total number of Outstanding Common Shares; and
|
(e) |
notwithstanding anything contained herein to the contrary but subject to this Section, the aggregate number of Options which may be granted during any calendar year to any one Participant shall not exceed 3,000,000 Common Shares upon exercise of such Options.
|
7.0 |
ELIGIBILITY
|
8.0 |
OPTIONS
|
(a) |
the date determined by the Compensation Committee and specified in the Award Agreement pursuant to which such Option is granted, provided that such date may not be later than the earlier of: (i) the date which is the tenth (10
th
) anniversary of the date on which such Option is granted, and (ii) the latest date permitted under the applicable rules and regulations of all regulatory authorities to which the Company is subject, including the Stock Exchanges;
|
(b) |
if a Participant resigns from his or her employment (other than in the circumstances described in (c), or a Participant’s contract as a Consultant terminates at its normal termination date, then only the portion of the Option that is exercisable at the date of resignation or termination may be exercised by the Participant and any such exercise must be during the period ending on the earlier of (i) 30 days after the date of resignation or termination and (ii) the Expiry Date, after which period the Option will expire;
|
(c) |
if a Participant’s employment is terminated by the Company or an Affiliate without Cause, including a constructive dismissal, or a Participant’s contract as a Consultant is terminated by the Company or an Affiliate before its normal termination date without Cause, the Option shall vest immediately and will continue to be exercisable by the Participant after the Date of Termination and any exercise of the Option must be during the period ending on the earlier of (i) 180 days after the Date of Termination and (ii) the Expiry Date, after which period the Option will expire;
|
(d) |
if a Participant’s employment is terminated by the Company or an Affiliate for Cause, or a Participant’s contract as a Consultant is terminated by the Company or an Affiliate before its normal termination date for Cause, including where a Participant resigns from his or her employment or terminates his or her contract as a Consultant after being requested to do so by the Company or an Affiliate as an alternative to being terminated for Cause, the Option will expire on the tenth (10
th
) day following the Date of Termination;
|
(e) |
if a Participant’s employment ceases due to Permanent Disability, or a Participant’s contract as a Consultant is frustrated before its normal termination date due to Permanent Disability, for so long as the Participant remains permanently disabled, the Option will continue to vest in accordance with the original vesting terms and be exercisable pursuant to Section 8.2(a) and will expire on the Expiry Date;
|
(f) |
if a Participant’s employment ceases due to Retirement, the Option will continue to vest in accordance with the original vesting terms, to be exercisable pursuant to Section 8.2(a) and will expire on the Expiry Date; and
|
(g) |
if a Participant dies, the Option shall vest immediately and will continue to be exercisable after the death of the Participant during the period ending on the earlier of (i) 12 months after the death of the Participant and (ii) the Expiry Date, after which period the Option will expire. Any exercise of the Option must be carried out by a legal representative of the Participant’s estate or by a Person who acquires the Participant’s rights under the Option by bequest or inheritance;
|
(i) |
the Compensation Committee to set, at the time the Award is granted, shorter or longer periods for exercise (not later than the Expiry Date) with respect to a particular Participant or group of Participants; and
|
(ii) |
the Board to set, after the time the Award is granted, shorter (with the consent of the Participant) or longer periods for exercise (not later than the Expiry Date) with respect to a particular Participant or group of Participants.
|
(b) |
such other consideration as the Compensation Committee may permit consistent with applicable laws.
|
(a) |
the Participant will instruct a broker selected by the Participant to sell through a Stock Exchange the Common Shares issuable on exercise of an Option as soon as possible and at the applicable bid price for the Common Shares;
|
(b) |
on the settlement date for the trade, the Company will direct its registrar and transfer agent to issue a certificate in the name of the broker (or as the broker may otherwise direct) for the number of Common Shares issued on exercise of the Option, against payment by the broker to the Company or the Exercise Price for such Common Shares; and
|
(c) |
the broker will deliver to the Participant the remaining proceeds of sale, net of the brokerage commission.
|
9.0 |
RESTRICTED STOCK
|
(a) |
if a Participant resigns from his or her employment or a Participant’s contract as a Consultant terminates at its normal termination date, all unvested Restricted Stock will be forfeited;
|
(b) |
if a Participant’s employment is terminated by the Company or an Affiliate without Cause, including a constructive dismissal, or a Participant’s contract as a Consultant is terminated by the Company or an Affiliate before its normal termination date without Cause, Restricted Stock shall vest immediately and share certificates will be released within 30 days after the date of termination;
|
(c) |
if a Participant’s employment is terminated by the Company or an Affiliate for Cause, or a Participant’s contract as a Consultant is terminated by the Company or an Affiliate before its normal termination date for Cause, including where a Participant resigns from his or her employment or terminates his or her contract as a Consultant after being requested to do so by the Company or an Affiliate as an alternative to being terminated for Cause, all Restricted Stock will be forfeited;
|
(d) |
if a Participant’s employment ceases due to Permanent Disability, or a Participant’s contract as a Consultant is frustrated before its normal termination date due to Permanent Disability, for so long as the Participant remains permanently disabled, the Restricted Stock will continue to vest in accordance with the original vesting terms;
|
(e) |
if a Participant’s employment ceases due to Retirement, the Restricted Stock will continue to vest in accordance with the original vesting terms; and
|
(f) |
if a Participant dies, the Restricted Stock shall vest immediately and share certificates will be released within 12 months after the death of the Participant to a legal representative of the Participant’s estate or by a Person who acquires the Participant’s rights under the Restricted Stock by bequest or inheritance;
|
10.0 |
RESTRICTED STOCK UNITS
|
(a) |
if a Participant resigns from his or her employment or a Participant’s contract as a Consultant terminates at its normal termination date, all Restricted Stock Units will be forfeited;
|
(b) |
if a Participant’s employment is terminated by the Company or an Affiliate without Cause, including a constructive dismissal, or a Participant’s contract as a Consultant is terminated by the Company or an Affiliate before its normal termination date without Cause, Restricted Stock Units shall vest immediately and be settled within 30 days after the date of termination;
|
(c) |
if a Participant’s employment is terminated by the Company or an Affiliate for Cause, or a Participant’s contract as a Consultant is terminated by the Company or an Affiliate before its normal termination date for Cause, including where a Participant resigns from his or her employment or terminates his or her contract as a Consultant after being requested to do so by the Company or an Affiliate as an alternative to being terminated for Cause, all Restricted Stock Units will be forfeited;
|
(d) |
if a Participant’s employment ceases due to Permanent Disability, or a Participant’s contract as a Consultant is frustrated before its normal termination date due to Permanent Disability, for so long as the Participant remains permanently disabled, the Restricted Stock Units will continue to vest in accordance with the original vesting terms;
|
(e) |
if a Participant’s employment ceases due to Retirement, the Restricted Stock Units will continue to vest in accordance with the original vesting terms; and
|
(f) |
if a Participant dies, the Restricted Stock Units shall vest immediately and will be settled within 12 months after the death of the Participant to a legal representative of the Participant’s estate or by a Person who acquires the Participant’s rights under the Restricted Stock Units by bequest or inheritance;
|
11.0 |
DEFERRED STOCK UNITS
|
(a) |
if a Participant resigns from his or her employment or a Participant’s contract as a Consultant terminates at its normal termination date, all unvested Deferred Stock Units will be forfeited;
|
(b) |
if a Participant’s employment is terminated by the Company or an Affiliate without Cause, including a constructive dismissal, or a Participant’s contract as a Consultant is terminated by the Company or an Affiliate before its normal termination date without Cause, or a Participant who is a director is either not re-elected by shareholders at the annual general meeting of the Company or is asked to step down, all unvested Deferred Stock Units shall vest immediately and be settled within 30 days after the date of termination;
|
(c) |
if a Participant’s employment is terminated by the Company or an Affiliate for Cause, or a Participant’s contract as a Consultant is terminated by the Company or an Affiliate before its normal termination date for Cause, including where a Participant resigns from his or her employment or terminates his or her contract as a Consultant after being requested to do so by the Company or an Affiliate as an alternative to being terminated for Cause, all unvested Deferred Stock Units will be forfeited;
|
(d) |
if a Participant’s employment ceases due to Permanent Disability, or a Participant’s contract as a Consultant is frustrated before its normal termination date due to Permanent Disability, for so long as the Participant remains permanently disabled, all unvested Deferred Stock Units will continue to vest in accordance with the original vesting terms;
|
(e) |
if a Participant’s employment ceases due to Retirement, all unvested Deferred Stock Units shall vest immediately and be issued within 30 days after the date of termination; and
|
(f) |
if a Participant dies, all unvested Deferred Stock Units shall vest immediately and will be settled within 12 months after the death of the Participant to a legal representative of the Participant’s estate or by a Person who acquires the Participant’s rights under the Deferred Stock Units by bequest or inheritance;
|
12.0 |
PERFORMANCE STOCK UNITS
|
(a) |
if a Participant resigns from his or her employment or a Participant’s contract as a Consultant terminates at its normal termination date, all unvested Performance Stock Units will be forfeited;
|
(b) |
if a Participant’s employment is terminated by the Company or an Affiliate without Cause, including a constructive dismissal, or a Participant’s contract as a Consultant is terminated by the Company or an Affiliate before its normal termination date without Cause, Performance Stock Units shall vest immediately and be settled within 30 days after the date of termination;
|
(c) |
if a Participant’s employment is terminated by the Company or an Affiliate for Cause, or a Participant’s contract as a Consultant is terminated by the Company or an Affiliate before its normal termination date for Cause, including where a Participant resigns from his or her employment or terminates his or her contract as a Consultant after being requested to do so by the Company or an Affiliate as an alternative to being terminated for Cause, all Performance Stock Units will be forfeited;
|
(d) |
if a Participant’s employment ceases due to Permanent Disability, or a Participant’s contract as a Consultant is frustrated before its normal termination date due to Permanent Disability, for so long as the Participant remains permanently disabled, the Performance Stock Units will continue to vest in accordance with the original vesting terms;
|
(e) |
if a Participant’s employment ceases due to Retirement, the Performance Stock Units will continue to vest in accordance with the original vesting terms; and
|
(f) |
if a Participant dies, the Performance Stock Units shall vest immediately and will be settled within 12 months after the death of the Participant to a legal representative of the Participant’s estate or by a Person who acquires the Participant’s rights under the Performance Stock Units by bequest or inheritance;
|
13.0 |
OTHER STOCK-BASED AWARDS
|
(a) |
if a Participant resigns from his or her employment or a Participant’s contract as a Consultant terminates at its normal termination date, all unvested Other Stock-Based Awards will be forfeited;
|
(b) |
if a Participant’s employment is terminated by the Company or an Affiliate without Cause, including a constructive dismissal, or a Participant’s contract as a Consultant is terminated by the Company or an Affiliate before its normal termination date without Cause, Other Stock-Based Awards shall vest immediately and be settled within 30 days after the date of termination;
|
(c) |
if a Participant’s employment is terminated by the Company or an Affiliate for Cause, or a Participant’s contract as a Consultant is terminated by the Company or an Affiliate before its normal termination date for Cause, including where a Participant resigns from his or her employment or terminates his or her contract as a Consultant after being requested to do so by the Company or an Affiliate as an alternative to being terminated for Cause, all Other Stock-Based Awards will be forfeited;
|
(d) |
if a Participant’s employment ceases due to Permanent Disability, or a Participant’s contract as a Consultant is frustrated before its normal termination date due to Permanent Disability, for so long as the Participant remains permanently disabled, the Other Stock-Based Awards will continue to vest in accordance with the original vesting terms;
|
(e) |
if a Participant’s employment ceases due to Retirement, the Other Stock-Based Awards will continue to vest in accordance with the original vesting terms; and
|
(f) |
if a Participant dies, the Performance Stock Units shall vest immediately and will be settled within 12 months after the death of the Participant to a legal representative of the Participant’s estate or by a Person who acquires the Participant’s rights under the Other Stock-Based Award by bequest or inheritance;
|
14.0 |
GENERAL TERMS OF AWARDS
|
16.0 |
NON-TRANSFERABILITY OF AWARDS
|
(a) |
the death of the Participant or a Permitted Assign; or
|
(b) |
the appointment of a committee or duly appointed attorney of the Participant or a Permitted Assign on the grounds that the Participant or a Permitted Assign is incapable, by reason of physical or mental infirmity, of managing their affairs;
|
17.0 |
REPRESENTATIONS AND COVENANTS
|
(a) |
the Participant is a director, officer, employee, or Consultant of the Company or its Affiliates or a Person otherwise determined as an Eligible Person under this Plan by the Compensation Committee;
|
(b) |
the Participant has not been induced to enter into such Award Agreement by the expectation of employment or continued employment with the Company or its Affiliates;
|
(c) |
the Participant is aware that the grant of the Award and the issuance by the Company of Common Shares thereunder are exempt from the obligation under applicable securities laws to file a prospectus or other registration document qualifying the distribution of the Award or the Common Shares to be distributed thereunder under any applicable securities laws;
|
(d) |
upon each exercise of an Option, the Participant, or the Legal Representative of the Participant, as the case may be, will, if requested by the Company, represent and agree in writing that the Person is, or the Participant was, a director, officer, employee or Consultant of the Company or its Affiliates or a Person otherwise determined as an Eligible Person under this Plan by the Compensation Committee and has not been induced to purchase the Common Shares by expectation of employment or continued employment with the Company or its Affiliates, with the exception of the executive shareholding requirements, and that such Person is not aware of any commission or other remuneration having been paid or given to others in respect of the granting of the Award; and
|
(e) |
if the Participant or the Legal Representative of the Participant exercises an Option or an Award held by such person vests and is eligible to be settled, the Participant or the Legal Representative, as the case may be, will prior to and upon any sale or disposition of any Common Shares purchased pursuant to the exercise of an Option or issued upon settlement of any other Award, as applicable, comply with all applicable securities laws and all applicable rules and regulations of all regulatory authorities to which the Company is subject, including the Stock Exchanges, and will not offer, sell or deliver any of such Common Shares, directly or indirectly, in the United States or to any citizen or resident of, or any company, partnership or other entity created or organized in or under the laws of, the United States, or any estate or trust the income of which is subject to United States federal income taxation regardless of its source, except in compliance with the securities laws of the United States.
|
18.0 |
U.S. QUALIFIED INCENTIVE STOCK OPTION PROVISIONS
|
(a) |
the Exercise Price (per Common Share) subject to such U.S. Qualified Incentive Stock Option shall not be less than one hundred ten percent (110%) of the fair market value of one Common Share at the time of grant; and
|
(b) |
for the purposes of this Section 18 only, the option exercise period shall not exceed five (5) years from the date of grant.
|
19.0 |
WITHHOLDING TAX
|
(a) |
completion of such registration or other qualification of such Common Shares or obtaining approval of such governmental authority as the Company will determine to be necessary or advisable in connection with the authorization, issuance or sale thereof;
|
(b) |
the receipt from the Participant of such representations, agreements and undertakings, including as to future dealings in such Common Shares, as the Company or its counsel determine to be necessary or advisable in order to safeguard against the violation of the securities laws of any jurisdiction; and
|
(c) |
change or modify any Award to U.S. Participants that would result in a violation of Section 409A of the U.S. Internal Revenue Code.
|
21.0 |
SUSPENSION, AMENDMENT OR TERMINATION OF PLAN
|
(a) |
with the prior approval of shareholders of the Company by ordinary resolution make any amendment to any Award Agreement or the Plan, including any amendment that would:
|
(i) |
increase the number of Common Shares, or rolling maximum, reserved for issuance under the Plan as set out in Section 5.1;
|
(ii) |
reduce the Exercise Price per Common Share under any Option or cancel any Option and replace such Option with a lower Exercise Price per Common Share under such replacement Option;
|
(iii) |
extend the term of an Option beyond its original expiry time;
|
(iv) |
increase the limit on participation by independent directors;
|
(v) |
permit an Award to be transferable or assignable to any Person other than in accordance with Section 16 or Section 22; or
|
(vi) |
amend any amendment provision of the Plan.
|
(b) |
without the prior approval of shareholders of the Company make the following amendments to any Award Agreement or the Plan:
|
(i) |
amendments of a clerical nature, including the correction of grammatical or typographical errors or clarification of terms;
|
(ii) |
amendments to reflect any requirements of any regulatory authorities to which the Company is subject, including the Stock Exchanges;
|
(iii) |
amendments to any vesting provisions of any Award (other than to Insiders);
|
(iv) |
amendments to the expiration date of an Option (other than to Insiders) that does not extend the term of an Option past the original date of expiration for such Option; or
|
(v) |
amendments to implement or modify a cashless exercise feature for Awards, whether such feature provides for payments in cash or securities, so long as any such feature provides for the full deduction of the number of underlying Common Shares from the total number of Common Shares available under the Plan.
|
(a) |
affect in a manner that is materially adverse to, or that materially impairs, the benefits and rights of any Participant under any Award previously granted under this Plan (except: (i) with the consent of such Participant; (ii) as permitted pursuant to Section 21; or (iii) for the purpose of complying with the requirements of any regulatory authorities to which the Company is subject, including the Stock Exchanges); or
|
(b) |
change or adjust any outstanding U.S. Qualified Incentive Stock Option without the consent of the Participant if such change or adjustment would constitute a “modification” that would cause such U.S. Qualified Incentive Stock Option to fail to continue to qualify as a U.S. Qualified Incentive Stock Option.
|
22.0 |
ADJUSTMENTS
|
(a) |
upon (i) a subdivision of the Common Shares into a greater number of Common Shares, (ii) a consolidation of the Common Shares into a lesser number of Common Shares or (iii) the issue of a stock dividend to holders of the Common Shares (excluding a stock dividend paid in lieu of a cash dividend in the ordinary course), the Exercise Price of an Option will be adjusted accordingly and the Company will deliver upon exercise of an Option or settlement of an Award other than an Option, as applicable, in addition to or in lieu of the number of Common Shares in respect of which the right to purchase is being exercised, such greater or lesser number of Common Shares as result from the subdivision, consolidation or stock dividend;
|
(b) |
upon (i) a capital reorganization, reclassification or change of the Common Shares, (ii) a consolidation, amalgamation, arrangement or other form of business combination of the Company with another Person or Company or (iii) a sale, lease or exchange of all or substantially all of the property of the Company, the Exercise Price of an Option will be adjusted accordingly and the Company will deliver upon exercise of an Option or settlement of an Award other than an Option, as applicable, in lieu of the Common Shares in respect of which the right to purchase is being exercised, the kind and amount of shares or other securities or property as results from such event;
|
(c) |
upon the distribution by the Company to holders of the Common Shares of (i) shares of any class (whether of the Company or another Company) other than Common Shares, (ii) rights, options, or warrants, (iii) evidences of indebtedness or (iv) cash (excluding a cash dividend paid in the ordinary course), securities or other property or assets, the Exercise Price of an Option will be adjusted accordingly but no adjustment will be made to the number of Common Shares to be delivered upon exercise of an Option or settlement of an Award other than an Option, as applicable;
|
(d) |
upon the occurrence of an event described in (a) or (b) above, the maximum number of Common Shares that, pursuant to Section 5.1, may at any time be reserved for issuance pursuant to Awards granted under the Plan will be adjusted in a manner consistent with other holders of rights, options, or warrants;
|
(e) |
adjustments to the Exercise Price of an Option will be rounded up to four decimal places and adjustments to the number of Common Shares delivered to a Participant upon exercise of an Option or settlement of an Award other than an Option and the maximum number of Common Shares that, pursuant to Section 5.1, may at any time be reserved for issuance pursuant to Awards granted under the Plan will be rounded down to the nearest whole Common Share; and
|
(f) |
an adjustment will take effect at the time of the event giving rise to the adjustment, and the adjustments provided for in this section are cumulative.
|
(a) |
the Compensation Committee shall, in a manner determined by them to be appropriate and equitable, determine any adjustment to the number and type of Common Shares (or other securities or other property) that shall be made the subject of Awards to be granted at some future date;
|
(b) |
the Compensation Committee shall, in a manner determined by them to be appropriate and equitable and upon terms no less favourable to the Participant, determine the number, type, purchase price or exercise price, as applicable, with respect to any Award outstanding;
provided
,
however
, that the number of Common Shares covered by any Award or to which such Award relates shall always be a whole number;
|
(c) |
the Compensation Committee shall, in a manner determined by them to be appropriate and equitable and upon terms no less favourable to the Participant, determine the manner in which all Awards granted under this Plan will be treated;
provided
,
however
, that all Awards outstanding with restriction (excluding, for the avoidance of doubt, Awards with performance-based restrictions) may be exercised by the Participant (in the case of an Option) or vest and be settled by the Company in accordance with the terms of this Plan, (in the case of an Award other than an Option) without regard to any vesting conditions upon a Control Change;
|
(d) |
the Compensation Committee or any Person which is or would be the successor to the Company or which may issue securities in exchange for Common Shares upon the Control Change becoming effective may offer any Participant the opportunity to obtain a new or replacement Award over any securities into which the Common Shares are changed or are convertible or exchangeable, on a basis proportionate to the number of Common Shares under option, the Exercise Price, or Award type, and with terms no less favourable to the Participant; and in such event, the Participant shall, if he accepts such offer, be deemed to have released his Award and such Award shall be deemed to have lapsed and be cancelled; and
|
(e) |
the Compensation Committee may substitute or exchange any Award into any other security or cash with terms no less favourable to the Participant upon giving to the Participant to whom such Award has been granted at least 30 days written notice of its intention to substitute or exchange such Award, and during such period of notice, the Award, to the extent it has not been exercised (in the case of an Option) or vested and settled by the Company in accordance with the terms of this Plan (in the case of an Award other than an Option), may be exercised by the Participant (in the case of an Option) or vest and be settled by the Company in accordance with the terms of this Plan, (in the case of an Award other than an Option) without regard to any vesting conditions attached thereto, and on the expiry of such period of notice, the unexercised or unsettled portion of the Award shall lapse and be cancelled.
|
(a) |
If a Take-over Bid made by any Person for the voting securities of the Company would, if successful, result in a Control Change, then:
|
(i) |
the Company will promptly notify the Participant of the take-over bid and the rights of the Participant under this Section;
|
(ii) |
the Participant may exercise an Option as to any of the Common Shares in respect of which the Option has vested and not been exercised or settle an Award (other than an Option), if applicable, as to any of the Common Shares in respect of which the Award has vested and not been settled, during the period ending on the earlier of the expiration of the take-over bid and the Expiry Date; and
|
(iii) |
exercise of any such Option or settlement of such Award (other than an Option), if applicable, shall only be for the purpose of depositing the Common Shares pursuant to the take-over bid;
|
(b) |
in any other case, only for the purpose of participating in such transaction provided that the Compensation Committee may take such steps and require such documentation from the Participant which in its opinion are necessary to ensure that such Common Shares that are issued upon the exercise of the Option or settlement of such Award (other than an Option), if applicable, are purchased only for the purpose of participating in such transaction.
|
23.0 |
GENERAL
|