Share Incentive Plan (SIP)
Exercise Price
• All outstanding stock options have an exercise price equal to the weighted average trading price of CWB's common shares on the TSX on the grant date and the four trading days immediately preceding the grant date. The SIP provides that the exercise price of a stock option cannot be less than this price. • The SIP permits stock options to be granted with a term of up to eight years. Stock options expire on the seventh anniversary of the grant date. • A stock option's term is extended by up to ten trading days following a blackout period should it otherwise expire during, or immediately after, a blackout period. • All outstanding stock options vest three years after they are granted. The HR Committee has the authority to set the date at which stock options vest and to accelerate the time at which any stock option vests. • Upon a change of control, stock options vest immediately if both of the following conditions are met: (i) the stock option holder’s employment is eliminated or substantially changed, and (ii) the stock option holder ceases to be an employee of CWB Financial Group within 18 months of the change of control. • The following describes how stock options are affected by a holder's resignation, termination, death or retirement:
Term
Vesting
Unvested Stock Options
Stock Options Vested but Unexercised
Must be exercised by the earlier of the original expiry date and 90 days from the date of resignation. Must be exercised by the earlier of the original expiry date and 30 days from the date of termination. Must be exercised by the earlier of the original expiry date and one year from the date of termination. Must be exercised by the earlier of the original expiry date and two years from the date of death.
Resignation
Forfeited
Termination (with cause)
Forfeited
Termination (without cause)
Forfeited
Death
Vest immediately
Vest on the original vesting date and must be exercised by the original expiry date
Retirement (as defined in the SIP)
Must be exercised by the original expiry date.
Assignment
• No stock option is assignable other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order.
Cashless Settlement of Stock Options
• In order to reduce dilution, all exercises of stock options must be settled under the cashless settlement method. The cashless settlement method allows for the value of stock options at the time of exercise to be settled by exchanging the stock options for “ Substituted Rights ” and the immediate conversion of those rights into common shares. • As the number of stock options exercised under the cashless settlement method always exceeds the number of common shares issued, the excess is returned to the pool of common shares reserved for issuance under stock options. • Under the cashless settlement method, the number of shares to be issued is determined by the following formula:
- “ Current Price ” means the closing price of CWB common shares on the TSX on the date the notice of exchange is delivered to CWB. - “ Exercise Price ” means the exercise price of the stock options. • The Board may amend the SIP without shareholder approval for certain types of amendments, including amendments to the vesting provisions and amendments necessary to comply with applicable law. • The following types of amendments to the SIP require shareholder approval: - amendments to the number of common shares issuable under the SIP, including an increase to a fixed maximum number of common shares or a change from a fixed maximum number of common shares to a fixed maximum percentage; - any amendment that reduces a stock option’s exercise price or purchase price; - any amendment extending a stock option’s term beyond its original expiry date, except as otherwise permitted by the SIP; - adoption of any stock option exchange involving the cancellation and reissuance of stock options; - an amendment which would permit stock options to be transferred or assigned to an arm's-length third party who is not an associate, affiliate, or legal representative of the stock option holder; - any amendment that expands Participants to include non-employee directors; and - amendments that must be approved by shareholders under applicable law (including, without limitation, the TSX rules, regulations, and policies).
Amendments
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