Prospectus re Admission to the Official List - Heritage Oil

7.11 Save for the directorships and partnerships disclosed in section 7.9(a) and save for section 7.10above, none of the Directors or Senior Managers have any potential conflicts of interests betweentheir duties to the Company and their private interests or other duties.7.12 Save as disclosed in section 7.11 above, no person has any interest, including conflicting ones, that ismaterial to the Admission.8. SUMMARY OF THE COMPANY’S 2008 REPLACEMENT SHARE OPTION SCHEMEThe terms of the Scheme are as follows:(a) Purpose and ParticipationThe HOC Plan was originally implemented by HOC, and approved by the shareholders ofHOC and the TSX in 2004. As a result of the reorganisation of the Group in accordance withthe terms of the Arrangement, holders of HOC Options will exchange each outstanding optionto acquire a HOC Common Share for an Option to acquire an Ordinary Share of the Company(on a 1:10 basis), at which point the HOC Plan will then be cancelled. As a result of thereorganisation, the Company has adopted the Scheme on 18 March 2008 which is in substanceand form substantially the same stock option plan as the HOC Plan. The purpose of theScheme is to act as a replacement to the HOC Plan and to honour the options originallygranted under the HOC Plan Options by granting holders of HOC Options the option topurchase Ordinary Shares. The Scheme will be administered by the Board. There shall be nofurther options granted under this Scheme.(b) Number of Shares Under the SchemeThe maximum number of Ordinary Shares that may be issued from time to time pursuant toOptions granted under the Scheme is that number required to replace the HOC Options thatwere granted under the HOC Plan and were still in existence prior to their cancellation, being24,545,340 Ordinary Shares.(c)Term and Termination; VestingThe Company will deliver to each optionholder an option agreement which will include a dateon which the Option expires. If such expiry date occurs during or within 10 days after the lastday of a close period (meaning any period during which a policy of the Company prevents aninsider from trading in the Ordinary Shares), the expiry date for the Option will be the last dayof such 10 day period.The Options may be subject to vesting periods, as were determined by the Directors at the timethe Options were granted and will be set out in the option agreements delivered to theoptionholders.If an optionholder dies, only the portion of the Option that is exercisable at the date of deathof the optionholder may be exercised by the personal representatives of the optionholderduring the period ending 6 months after the death of the optionholder, after which period allOptions terminate.If an optionholder resigns his or her office or employment, or an optionholder’s contract as aconsultant terminates at its normal termination date, only the portion of the Option that isexercisable at the termination date may be exercised by the optionholder during the periodending ninety 90 days after the termination date, after which period all Options expire.If the employment of an optionholder is terminated without cause, including a constructivedismissal, or an optionholder’s contract as a consultant is terminated by the Company beforeits normal termination date without cause, only the portion of the Option that is exercisable atthe termination date may be exercised by the optionholder during the period ending 90 daysafter the termination date, after which period all Options expire.An Option will expire immediately upon the optionholder ceasing to be eligible for Optionsunder the Scheme as a result of being dismissed from his or her office or employment for causeor an optionholder’s contract as a consultant being terminated before its normal terminationdate for cause, including where a person eligible for Options resigns his or her office or280