Prospectus re Admission to the Official List - Heritage Oil

employment or terminates his or her contract as a consultant after being requested to do so bythe Company as an alternative to being dismissed or terminated by the Company for cause.(d) Exercise PriceThe exercise price of each Option granted under the Scheme will be an amount determined bythe Directors that ensures the optionholders are put in substantially the same position theywere in prior to the Arrangement and the cancellation of the HOC Plan.(e)(f)(g)AssignmentAn Option may be exercised only by the optionholder and is not assignable in law or in equity,and any purported assignment will be void and of no force and effect whatsoever.Exercise and Right to Postpone ExerciseAn optionholder (or the personal representative of a deceased optionholder) who wishes toexercise an Option may do so by delivering a notice to the Company specifying the number ofOrdinary Shares in respect of which such Option is being exercised, accompanied by payment(by cheque, bank draft or wire transfer payable to the Company) for the aggregate exerciseprice for the Ordinary Shares. An Option may not be exercised for less than 100 OrdinaryShares at any one time, except where a smaller number of Ordinary Shares remains exercisablepursuant to an Option, in which case the Option may be exercised for such smaller number atone time.Each optionholder, upon becoming entitled to exercise an Option to purchase Ordinary Sharesin accordance with his or her respective option agreement, shall thereafter be entitled toexercise the Option to purchase such Ordinary Shares at any time prior to the expiration orother termination of the option agreement or the option rights granted thereunder inaccordance with such agreement. Nothing in the Scheme or option agreements obligates anoptionholder to exercise an Option.Amendment, Termination and Approvals(i) The Directors may without the approval of the shareholders of the Company, at any timeand from time to time, amend, suspend or terminate the Scheme at any time, providedthat no such amendment, suspension or termination may be made without obtaining anyrequired approval of any regulatory authority or stock exchange or materially prejudicethe rights of any optionholder under any Option previously granted to the optionholderwithout the consent or deemed consent of the optionholder.(ii) Notwithstanding section (i) above, the Directors may not, without the approval of theshareholders of the Company, make amendments to the Scheme for any of the followingpurposes:A. to increase the maximum number of Ordinary Shares that may be issued pursuant toOptions granted under the Scheme;B. to reduce the exercise price of Options to less than the market price;C. to reduce the exercise price of Options for the benefit of an insider;D. to extend the expiry date of Options for the benefit of an insider;E. to increase the maximum number of Ordinary Shares issuable that may be issuedpursuant to Options granted under the Scheme; andF. to amend the provisions of the section entitled ‘‘Amendment and Termination’’ ofthe Scheme.(iii) The Directors may, at any time and from time to time, without the approval of theshareholders of the Company, amend any term of any outstanding Option (including,without limitation, the exercise price, vesting and expiry of the Option), provided that:A. any required approval of any regulatory authority or stock exchange is obtained;281