GOALS AND OBJECTIVES:
As a member of the Corporate Advisory Board (the “Advisory Board”) of CanAlaska Uranium Ltd. (the “Company”), with a view to the Advisory Board functioning collegially, constructively and effectively, each member will:
- provide constructive advice for the benefit of the Company
- act honestly and in good faith and in the best interests of the Company
- exercise the care, diligence and skill of a reasonably prudent person
- ensure that the best interests of the Company are paramount
Advisory Board Activity
Each member will:
- exercise good judgment and act with integrity
- be an effective ambassador and representative of the Company, but will not speak on behalf of the Company without appropriate authority
use his or her abilities, experience and influence fully and constructively
- demonstrate high ethical standards
- be an available resource to Company management and the Board of Directors
- respect confidentiality by keeping confidential any information about the Company that has not generally been disclosed to the public
- be aware of potential conflict areas — whether real or perceived, together with appropriate disclosure of such conflicts
- be collegial and respectful towards Company management, other Advisory Board members and Board of Directors’ members
The full Advisory Board shall meet once each year either in person or by teleconferencing, at a time and place to be determined by Company management. Additional meetings may also be held with individual members of the Advisory Board from time to time as required by Company management.
Term of Service
Each member shall serve on the Advisory Board for a one year term, with such term automatically extended for a further year unless either the member voluntarily resigns, or the Company’s Board of Directors has decided not to extend the individual member’s term of service.
The Company shall award 200,000 stock options of the Company to members joining the Advisory Board for the first time. Each stock option shall be exercisable into one common share of the Company within 5 years at an exercise price equivalent to the prevailing market price on the date of the award, subject to the prevailing rules of the TSX Venture Exchange and other securities regulations as applicable. The Company’s Board of Directors shall be responsible for setting the continuing honorarium levels for each member upon the anniversary of a member’s term.
Member Consulting Engagements
The Company may engage the professional services of any member of the Advisory Board at prevailing commercial terms from time to time to act as an official representative of the Company. Any such engagements shall be fully-disclosed to the Company’s Board of Directors to ensure that the arm’s length nature of any related transaction is monitored.
Member External Services
Any member may serve on the boards of other public companies so long as these commitments do not materially interfere with and are not incompatible with the member’s participation on the Advisory Board.
The Company will pay all of the expenses reasonably incurred by the Advisory Board and its members in the course of carrying out their duties.
Approved by the Board of Directors of CanAlaska Uranium Ltd. — June 23, 2008.