3 years ago

2 maj, 2013 Annual General Meeting 2012 - Northland Resources

2 maj, 2013 Annual General Meeting 2012 - Northland Resources

6.12 Alterations in

6.12 Alterations in SharesIn the event of a share dividend, share split, issuance of shares or instruments convertible into shares (otherthan pursuant to the Plan) for less than market value, share consolidation, share reclassification, exchange ofshares, recapitalization, amalgamation, merger, consolidation, corporate arrangement, reorganization,liquidation or the like of or by the Issuer, the Board of Directors may make such adjustments, if any, to thenumber of Optioned Shares, or to the exercise price, or both, as it shall deem appropriate to give proper effectto such event, including to prevent, to the extent possible substantial dilution or enlargement of rights grantedto Participants under the Plan. If any adjustment shall result in a fractional share, the fraction shall bedisregarded. In any such event, the Board of Directors may appropriately adjust the maximum number ofOptioned Shares available under the Plan. Subject to any requisite regulatory or shareholder approval, allsuch adjustments shall be conclusive, final and binding for all purposes of this Plan.6.13 TerminationIf a Participant ceases to be a director, officer, employee or service provider of the Issuer or of its direct orindirect subsidiaries, such Participant shall have the right for a period of up to 90 days (or until the normalexpiry date of the Option rights of such Participant if earlier) from the date of cessation to exercise the Optionunder the Plan with respect to all Optioned Shares of such Participant to the extent they were exercisable onthe date of cessation. Upon the expiration of such termination period all unexercised Option rights of thatParticipant shall immediately become terminated and shall lapse notwithstanding the original term of theOption granted to such Participant under the Plan.6.14 Deceased ParticipantIn the event of the death of any Participant, the legal representative of the deceased Participant shall have theright for a period of one year (or until the normal expiry date of the Option rights of such Participant, ifearlier) from the date of death of the deceased Participant to exercise the deceased Participant’s Option withrespect to all of the Optioned Shares of the deceased Participant to the extent they were exercisable on thedate of death. Upon the expiration of such period all unexercised option rights of the deceased Participantshall immediately become terminated and shall lapse notwithstanding the original term of the Option grantedto the deceased Participant under the Plan.7. Amendment and Discontinuance of PlanSubject to any applicable rules of the Exchange, the Board of Directors may, without notice to theshareholders and without further shareholder approval, at any time and from time to time, amend the Plan orany provisions thereof, or the form of Option Agreement or instrument to be executed pursuant to the Plan, insuch manner as the Board of Directors, in its sole discretion, determines appropriate:(a) for the purposes of making formal minor or technical modifications of a “housekeeping” nature toany of the provisions of the Plan;(b) to correct any ambiguity, defective provisions, error or omission in the provisions of the Plan;(c) to change any vesting provisions of Options;(d) to change the termination provisions of the Options or the Plan;(e) to change the persons who qualify as eligible directors, officers, employees and service providersunder the Plan;(f) to add a cashless exercise feature to the Plan;(g) to add or change provisions relating to any form of financial assistance provided by the Issuer todirectors, officers, employees and service providers that would facilitate the purchase of securitiesunder the Plan;

(h) to extend the term of any Option previously granted under the Plan; and(i) to reduce the exercise price of any Option previously granted under the Plan, provided, however,that:(a) no such amendment of the Plan may be made without the consent of such affecteddirector, officer, employee or service provider if such amendment would adverselyaffect the rights of such affected director, officer, employee or service provider underthe Plan; and(b) shareholder approval shall be obtained in accordance with the requirements of theExchange (if the shares are then listed on the Exchange) for any amendment that resultsin:(i) an increase in the number of shares issuable under Options granted pursuant tothe Plan;(ii) a reduction in the exercise price of an Option granted to an insider of the Issuer;(iii) an extension of the term of an Option granted under the Plan benefiting aninsider of the Issuer;(iv) any amendment to remove or to exceed the insider participation limits underSection 4; or(v) any amendment to this Section 7.The Board of Directors may terminate this Plan at any time provided that such termination shall not alter theterms or conditions of any Option or materially impair any right of any Participant pursuant to any Optiongranted prior to the date of such termination except with the consent of such Participant and notwithstandingsuch termination the Issuer, such options and such Participants shall continue to be governed by theprovisions of this Plan.8. No Further RightsNothing contained in the Plan nor in any Option granted hereunder shall give any Participant or any otherperson any interest or title in or to any shares of the Issuer or any rights as a shareholder of the Issuer or anyother legal or equitable rights against the Issuer whatsoever other than as set forth in the Plan and pursuant tothe exercise of any Option, nor shall it confer upon the Participants any right to continue as a director, officer,employee or service provider of the Issuer or of its subsidiaries.9. No Representation or WarrantyThe Issuer makes no representation or warranty as to the future value of any rights under Options granted orshares issued in accordance with the provisions of this Plan. No amount will be paid to, or in respect of, aParticipant under this Plan or pursuant to any other arrangement, and no additional Options will be granted tosuch Participant, to compensate for a downward fluctuation in the price of the shares, nor will any other formof benefit be conferred upon, or in respect of, a Participant for such purpose.10. Compliance with Applicable LawsIf any provision of this Plan or any Option contravenes any law or any order, ruling, policy, by-law orregulation of any regulatory body having jurisdiction, then such provision shall be deemed to be amended tothe extent necessary to bring such provision into compliance therewith.

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