Shares, the number of Common Shares issuable to insiders under the New Option Plan and any other compensation arrangement at any time exceeding 10% of outstanding Common Shares or the number of Common Shares issued to insiders under the New Option Plan and any other compensation arrangement within any one year period exceeding 10% of outstanding Common Shares. The Board, through the recommendation of the compensation and corporate governance committee, will administer the New Option Plan and will determine, among other things, optionees, vesting periods, exercise price and other attributes of the options, in each case pursuant to the New Option Plan, applicable securities legislation and the rules of the TSX. The exercise price for any option may not be less than the fair market value (the closing price of the Common Shares on the TSX on the last trading day on which Common Shares traded prior to such day, or the average of the closing bid and ask prices over the last five trading days if no trades occurred over that period) of the Common Shares at the time of the grant of the option. Options may be exercised during a period determined under the New Option Plan, which may not exceed ten years. In the event that an option expires during a Blackout P eriod (as defined in the New Option Plan) or within nine business days following the expiration of a Blackout P eriod, the expiration of the option will be automatically extended to the tenth business day following the expiration of the Blackout period. Unless otherwise determined by the Board, options will vest at a rate of 20% per annum commencing 12 months after the date of grant. In connection with a transaction that, if completed, would result in a ‘‘change of control’’ under the New Option Plan, the Board may declare either that all options are then exercisable or that all or some of the options may be exercised only within 30 days and not thereafter. Under the New Option Plan, a change of control is generally defined as an acquisition by an offeror of a majority of the voting rights attaching to the Common Shares, the completion of a merger or similar transaction whereby the shareholders of the Company hold less than 50% of the voting securities of the resulting entity, or the sale of all or substantially all of the Company’s assets. If an option holder ceases to be a director, officer or employee of Orbit Garant or one of its subsidiaries, all unvested options held by him or her will terminate (all options, whether vested or unvested, will terminate if the option holder resigns or is terminated for just cause). V ested options will terminate on the earlier of the expiry date of the option or 30 days after the subject event of termination, which period will be extended to one year if the event of termination is death or termination not for cause. Options are not transferable except that on the death of an option holder options may be exercised by a legal representative or by a person who acquires the option by bequest or inheritance. The Board may amend the New Option Plan without shareholder approval in certain instances, including but not limited to: (i) amendments of a ‘‘housekeeping’’ nature; (ii) a change to the vesting provision of any option; (iii) a change to the termination provisions of any option that does not entail an extension beyond the original expiration date; (iv) the introduction of a cashless exercise feature payable in securities, whether or not such feature provides for a full deduction of the number of underlying securities from the New Option Plan reserve; (v) the addition of a form of financial assistance and any amendment to a financial assistance provision, which is adopted; and (vi) a change to the eligible participants of the New Option Plan. INDEBTEDNES S OF DIRECTORS AND EXECUTIVE OFFICERS There is no indebtedness owing to the Company from any of its current or former directors, officers or employees, including in respect of indebtedness to others where the indebtedness is the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding provided by the Company other than debt incurred by the MEIP Shareholders to acquire Common Shares. Each of the MEIP Shareholders has borrowed from the Company up to 50% of the amount used to acquire Common Shares. Each such loan (an ‘‘MEIP Share L oan’’) is secured against all Common Shares acquired and requires them to pay interest at a rate of 8% per annum on the amount of the loan that is outstanding. The full amount of the loan becomes due and payable upon the termination of their employment for cause or their voluntary resignation. Any proceeds of the sale of the shares pledged as security are required to first be applied to the outstanding loan. 60