Devonian Announces Approval of Amendments to its Stock Option Plan and its Restricted Share Unit Plan - Seite 2

(iv)

any amendment to the Option Plan or to the terms and conditions of any granted stock option that reduces the exercise price or that extends the expiry date of a stock option will required the disinterested shareholders approval if the optionholder covered by this amendment is an insider of the Corporation when the amendment is proposed;

(v)

the stock options granted to an insider of the Corporation, a consultant, or to any person holding a stock option with an exercise price that is less than the market price, and the Shares that may be issued upon the exercise thereof will be subject to a four-month resale restriction imposed by the Exchange commencing on the date the stock options are granted to such person; and

(vi)

the definition of the term “Employee” now includes an individual who works for a Corporation or its subsidiary on a continuing and regular basis for a minimum of 20 hours per week, providing services normally provided by an employee and who is subject to the same control and direction by the Issuer over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source.

The full text of the Option Plan can be found in Schedule A of the Corporation's management and information circular, a copy of which can be found on the Corporation's SEDAR profile at www.sedar.com. The Option Plan remains subject to the final approval of the Exchange.

RSU Plan

In order to comply with the new requirements of Policy 4.4 amendments have also been made to the RSU Plan, to ensure that:

(i)

except as otherwise determined by the Corporation or as set forth in the applicable grant agreement, upon the termination of a participant’s employment (as determined under criteria established by the Corporation), including by way of death, retirement, disability, termination without cause and termination for cause during the term of a share unit, all unvested share units held by the participant shall be forfeited and cancelled provided, however, that the Corporation may, if it determines that a waiver would be in the best interest of the Corporation, waive in whole or in part any or all remaining restrictions or conditions with respect to any such share unit. However, the Corporation may not waive any or all remaining restrictions or conditions that would cause the vesting of a share unit before the date that is one year following the date it is granted or issued;