2 maj, 2013 Annual General Meeting 2012 - Northland Resources
(b) agreed to restrictions on transfer in form and substance satisfactory to the Issuer and to anendorsement on any Option Agreement or certificate representing the shares making appropriatereferences to such restrictions;(c) satisfied any conditions prescribed in an Option Agreement; and(d) agreed to indemnify the Issuer in connection with the foregoing.6.4 Listing, Registration and Qualification of SharesAny Option shall be subject to the requirement that, if at any time counsel to the Issuer shall determine thatthe listing, registration or qualification of the shares subject to such Option upon any stock exchange or underany law or regulation of any jurisdiction, or the consent or approval of any stock exchange or anygovernmental or regulatory body, is necessary as a condition of, or in connection with, the grant or exerciseof such Option or the issuance or purchase of shares thereunder, such Option may not be accepted orexercised in whole or in part unless such listing, registration, qualification, consent or approval shall havebeen effected or obtained on conditions acceptable to the Board of Directors. Nothing herein shall be deemedto require the Issuer to apply for or to obtain such listing, registration, qualification, consent or approval.6.5 Length of GrantAll Options granted under the Plan shall expire not later than 5 years from the date of the grant, except that inthe circumstance where the end of the term of an Option falls within, or within two business days after the endof, a self-imposed “black out” or similar period imposed under any insider trading policy or similar policy ofthe Issuer. In such circumstances, the end of the term of such Option shall be the tenth business day after theearlier of the end of such black out period or, provided the black out period has ended, the expiry date.6.6 VestingThe Board of Directors may, at the time an Option is granted under the Plan attach restrictions relating to theexercise of the Option, including vesting provisions, if the Board of Directors may so determine. Any suchrestrictions shall be recorded on the applicable Option Agreement.6.7 Non-Assignability of OptionsSave as provided in section 5.2, an Option granted under the Plan shall not be transferable or assignable(whether absolutely or by way of mortgage, pledge or other charge) by a Participant other than by will orother testamentary instrument or the laws of succession and may be exercisable during the lifetime of theParticipant only by such Participant.6.8 Right to Postpone ExerciseEach Participant, upon becoming entitled to exercise an Option in respect of any Optioned Shares inaccordance with the Option Agreement shall thereafter be entitled to exercise the Option to purchase suchOptioned Shares at any time prior to the expiration or other termination of the Option Agreement or theOption rights granted thereunder in accordance with such agreement.6.9 Exercise and PaymentAny Option granted under the Plan may be exercised by a Participant or the legal representative of aParticipant giving notice to the Issuer specifying the number of shares in respect of which such Option isbeing exercised, accompanied by payment (by cash or certified cheque payable to the Issuer) of the entireexercise price (determined in accordance with the Option Agreement) for the number of Optioned Sharesspecified in the notice. Upon any such exercise of an Option by a Participant the Issuer shall cause thetransfer agent and registrar of shares of the Issuer to promptly deliver to such Participant or the legalrepresentative of such Participant, as the case may be, a share certificate in the name of such Participant or thelegal representative of such Participant, as the case may be representing the number of shares specified in the
notice and for which payment has been made.Notwithstanding the foregoing, the Issuer may take such steps as are considered necessary or appropriate forthe withholding of any taxes which the Issuer is required by any law or regulation of any governmentalauthority whatsoever to withhold in connection with any share acquisition or which the Issuer deems isreasonably necessary in order to ensure payment of any tax liability of the Participant which the Issuerreasonably estimates could become the responsibility of the Issuer if unpaid. Such steps may include thewithholding of all or any portion of any payment or the withholding of the issue of shares to be issued underthis Plan, until such time as the Participant has paid the Issuer for any amount which the Issuer reasonablyestimates that it is required to withhold or that it should withhold with respect to such taxes. Withoutlimitation to the foregoing, the Board of Directors may adopt administrative rules under this Plan, whichprovide for the automatic sale of shares (or a portion thereof) in the market upon the issuance of such sharesunder this Plan.6.10 Rights of ParticipantsThe Participants shall have no rights whatsoever as shareholders in respect of any of the Optioned Shares(including without limitation, any right to receive dividends or other distributions therefrom, voting rights,warrants or rights under rights offerings) other than in respect of Optioned Shares for which Participants haveexercised their Option to purchase and which have been issued by the Issuer.6.11 Change of ControlIf a proposed “Change of Control” is imminent, the Board of Directors may, in a fair and equitable manner,determine the manner in which all unexercised Options under the Plan shall be treated including withoutlimitation, the lifting of vesting requirements, and the acceleration of the time for the exercise of Options andthe time for fulfillment of any conditions or restrictions on exercise. All determinations of the Board ofDirectors under this section shall be full and final.For these purposes, a “Change of Control” shall include the occurrence of any one or more of the followingevents:(i) the Issuer shall not be the surviving entity in a merger, amalgamation or other reorganization (orsurvives only as a subsidiary of an entity other than a previously wholly-owned subsidiary of theIssuer);(ii) the Issuer sells or otherwise transfers (in one transaction or a series of transactions) all orsubstantially all of its assets to any person or entity (other than a wholly-owned subsidiary of theIssuer);(iii) the Issuer is dissolved or liquidated;(iv) any person, entity or group of persons or entities acting jointly or in concert acquires or gainsownership or control (including, without limitation, the power to vote) of more than 33 1/3% of theIssuer’s outstanding voting securities by means of a takeover bid or otherwise; or(v) as a result of or in connection with: (A) the contested election of the directors, or; (B) a transactionreferred to in subparagraph (i) above, the persons who were the directors before such election ortransaction shall cease to constitute a majority of the Board of Directors after such election or thecompletion of such transaction.For the purposes of the foregoing “voting securities” means the shares and any other shares entitled to votefor the election of the Board of Directors and shall include any security, whether or not issued by the Issuer,which are not shares entitled to vote for the election of the Board of Directors but are convertible into orexchangeable for shares which are entitled to vote for the election of the Board of Directors including anyoptions or rights to purchase such shares or securities.