APPENDIX
(u) Fair Market Value means, as of any date, the value of the Common Stock determined as follows:
(i) If the Common Stock is listed on any established stock exchange or traded on the Nasdaq Global Select Market, Nasdaq
Global Market or the Nasdaq Capital Market, the Fair Market Value of a share of Common Stock, unless otherwise determined by the Board, shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such
exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the day of determination (or if such day of determination does not fall on a market trading day, then the last market trading day prior to the
day of determination), as reported in a source the Board deems reliable.
(ii) In the absence of such markets for the
Common Stock, the Fair Market Value shall be determined in good faith by the Board and in a manner that complies with Sections 409A and 422 of the Code.
(v) Full Value Award means a Stock Award that is not an Option with respect to which the exercise or
strike price is at least 100% of the Fair Market Value on the date of grant or a Stock Appreciation Right with respect to which the exercise or strike price is at least 100% of the Fair Market Value on the date of grant.
(w) Insider means an insider as defined under the policies of the Toronto Stock
Exchange, as amended from time to time, which includes, among others, Directors and TSX Officers of the Company.
(x) Non-Employee Director means a Director who either (i) is not currently an employee or officer of the Company or its parent or a subsidiary, does not receive compensation, either
directly or indirectly, from the Company or its parent or a subsidiary, for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of
Regulation S-K promulgated pursuant to the Securities Act (Regulation S-K)), does not possess an interest in any other transaction for which
disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a non-employee director for purposes of Rule 16b-3.
(y) Officer means a person who is an officer of the Company within the meaning of Section 16 of the Exchange
Act and the rules and regulations promulgated thereunder.
(z) Option means a stock option granted pursuant to
the Plan that is not intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.
(aa) Option Agreement means a written agreement between the Company and an Optionholder evidencing the terms and
conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan.
(bb) Optionholder means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other
person who holds an outstanding Option.
(cc) Other Stock Award means an award based in whole or in part by
reference to the Common Stock which is granted pursuant to the terms and conditions of Section 7(d).
(ee) Own,
Owned, Owner, Ownership A person or Entity shall be deemed to Own, to have Owned, to be the Owner of, or to have acquired Ownership of securities if such
person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.
(ff) Participant means a person to whom a Stock Award is granted pursuant to the Plan or, if applicable, such
other person who holds an outstanding Stock Award.
(gg) Plan means this Gran Tierra Energy Inc. 2007 Equity
Incentive Plan.
(hh) Restricted Stock Award means an award of shares of Common Stock which is granted
pursuant to the terms and conditions of Section 7(a).
(ii) Restricted Stock Unit means a right to
receive shares of Common Stock which is granted pursuant to the terms and conditions of Section 7(b).
(jj) Rule 16b-3 means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.
|
|
|
|
|
A-4
|
|
Gran Tierra Energy 2021 Proxy Statement
|