Exhibit 10.14 


 


CHARLOTTE'S
WEB HOLDINGS, INC.

2018 LONG-TERM INCENTIVE PLAN


 


TABLE OF CONTENTS


 


	1.	History; Effective Date	1
	 	 	 
	2.	Purpose	1
	 	 	 
	3.	Definitions	1
	 	 	 
	4.	Administration	7
	 	 	 
	5.	Shares	10
	 	 	 
	6.	Participation	11
	 	 	 
	7.	Awards	11
	 	 	 
	8.	Withholding of Taxes	17
	 	 	 
	9.	Transferability of Awards	18
	 	 	 
	10.	Adjustments for Corporate Transactions and Other Events	18
	 	 	 
	11.	Change in Control Provisions	20
	 	 	 
	12.	Substitution of Awards in Mergers and Acquisitions	21
	 	 	 
	13.	Compliance with Securities Laws; Listing and Registration	21
	 	 	 
	14.	Section 409A Compliance	22
	 	 	 
	15.	Plan Duration; Amendment and Discontinuance	23
	 	 	 
	16.	General Provisions	24



 



    


     


    

 


		1.	History; Effective Date.



 


Charlotte's Web Holdings, Inc., a global
company formed under the laws of the Province of British Columbia ("CWHI"), has established the CHARLOTTE'S WEB HOLDINGS, INC.
2018 LONG-TERM INCENTIVE PLAN, as set forth herein, and as the same may be amended from time to time (the "Plan"). The
Plan was adopted by the Board of Directors of CWHI (the "Board") on and is effective as of August 23, 2018 (the "Effective
Date").


 


		2.	Purpose.



 


The Purpose of the Plan is to:


 


		(a)	promote the long-term financial interests and growth of CWHI and its Subsidiaries (together, the "Company")
by attracting and retaining management and other personnel and key service providers with the training, experience and ability to enable
them to make a substantial contribution to the success of the Company's business;



 


		(b)	motivate management personnel by means of growth-related incentives to achieve long-range goals; and



 


		(c)	further the alignment of interests of Participants with those of the shareholders of CWHI through opportunities
for increased stock or stock-based ownership in CWHI.



 


Toward these objectives, the Administrator may
grant stock options, stock appreciation rights, stock awards, stock units, performance shares, performance units, and other stock-based
awards to eligible individuals on the terms and subject to the conditions set forth in the Plan.


 


		3.	Definitions.



 


Except as otherwise specifically provided in an
Award Agreement, capitalized words and phrases used in the Plan or an Award Agreement shall have the following meanings:


 


"Administrator" means the Compensation
Committee, or such other committee(s) or officer(s) duly appointed by the Board or the Compensation Committee to administer
the Plan or delegated limited authority to perform administrative actions under the Plan, and having such powers as shall be specified
by the Board or the Compensation Committee; provided, however, that at any time the Board may serve as the Administrator in lieu of or
in addition to the Compensation Committee or such other committee(s) or officer(s) to whom administrative authority has been
delegated. With respect to any Award to which Section 16 of the Exchange Act applies, the Administrator shall consist of either the
Board or a committee of the Board, which committee shall consist of two or more directors, each of whom is intended to be, to the extent
required by Rule 16b-3 of the Exchange Act, a "non-employee director" as defined in Rule 16b-3 of the Exchange Act
and an "independent director" to the extent required by the rules of the national securities exchange that is the principal
trading market for the Common Shares; provided, that with respect to Awards made to a member of the Board who is not an employee of the
Company, ''Administrator" means the Board. Any member of the Administrator who does not meet the foregoing requirements shall abstain
from any decision regarding an Award and shall not be considered a member of the Administrator to the extent required to comply with Rule 16b-3
of the Exchange Act.


 


"Affiliate" means any entity,
whether now or hereafter existing, which controls, is controlled by, or is under common control with, CWHI or any successor to CWHI. For
this purpose, "control" (including the correlative meanings of the terms "controlled by" and "under common control
with") shall mean ownership, directly or indirectly, of 50% or more of the total combined voting power of all classes of voting securities
issued by such entity, or the possession, directly or indirectly, of the power to direct the management and policies of such entity, by
contract or otherwise.


 



     


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"Award" means any stock option,
stock appreciation right, stock award, stock unit, Performance Share, Performance Unit, and/or Other Stock-Based Award, granted under
this Plan.


 


"Award Agreement" means the written
document(s), including an electronic writing acceptable to the Administrator, and any notice, addendum or supplement thereto, memorializing
the terms and conditions of an Award granted pursuant to the Plan and which shall incorporate the terms of the Plan.


 


"Board" means the Board of Directors
of CWHI.


 


"Business Day" means a day, other
than a Saturday, Sunday or statutory holiday, when banks are generally open in the City of Toronto, or the City of New York for the transaction
of banking business.


 


"Change in Control" means the
first of the following to occur: (i) a Change in Ownership of CWHI, (ii) a Change in Effective Control of CWHI, or (iii) a
Change in the Ownership of Assets of CWHI, as described herein and construed in accordance with Code section 409A.


 


		(a)	A "Change in Ownership of CWHI" shall occur on the date that any one Person acquires,
or Persons Acting as a Group acquire, ownership of the capital stock of CWHI that, together with the stock held by such Person or Group,
constitutes more than 50% of the total fair market value or total voting power of the capital stock of CWHI. However, if any one Person
is, or Persons Acting as a Group are, considered to own more than 50%, on a fully diluted basis, of the total fair market value or total
voting power of the capital stock of CWHI, the acquisition of additional stock by the same Person or Persons Acting as a Group is not
considered to cause a Change in Ownership of CWHI or to cause a Change in Effective Control of CWHI (as described below). An increase
in the percentage of capital stock owned by any one Person, or Persons Acting as a Group, as a result of a transaction in which CWHI acquires
its stock in exchange for property will be treated as an acquisition of stock.



 


		(b)	A "Change in Effective Control of CWHI" shall occur on the date either (A) a majority
of members of CWHI's Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority
of the members of CWHI's Board before the date of the appointment or election, or (B) any one Person, or Persons Acting as a Group,
acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) ownership
of stock of CWHI possessing 50% or more of the total voting power of the stock of CWHI.



 


		(c)	A "Change in the Ownership of Assets of CWHI" shall occur on the date that any one Person
acquires, or Persons Acting as a Group acquire (or has or have acquired during the 12-month period ending on the date of the most recent
acquisition by such Person or Persons), assets from CWHI that have a total gross fair market value equal to or more than 50% of the total
gross fair market value of all of the assets of CWHI immediately before such acquisition or acquisitions. For this purpose, gross fair
market value means the value of the assets of CWHI, or the value of the assets being disposed of, determined without regard to any liabilities
associated with such assets.



 


The following rules of construction
apply in interpreting the definition of Change in Control:


 


		(i)	A "Person" means any individual, entity or group within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended, other than employee benefit plans sponsored or maintained by
CWHI and by entities controlled by CWHI or an underwriter, initial purchaser or placement agent temporarily holding the capital stock
of CWHI pursuant to a registered public offering.



 



     


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		(ii)	Persons will be considered to be Persons Acting as a Group (or Group) if they are owners of a corporation
that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the corporation. If a
Person owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction,
such shareholder is considered to be acting as a Group with other shareholders only with respect to the ownership in that corporation
before the transaction giving rise to the change and not with respect to the ownership interest in the other corporation. Persons will
not be considered to be acting as a Group solely because they purchase assets of the same corporation at the same time or purchase or
own stock of the same corporation at the same time, or as a result of the same public offering.



 


		(iii)	A Change in Control shall not include a transfer to a related person as described in Code section 409A
or a public offering of capital stock of CWHI.



 


		(iv)	For purposes of the definition of Change in Control, Section 318(a) of the Code applies to determine
stock ownership. Stock underlying a vested option is considered owned by the individual who holds the vested option (and the stock underlying
an unvested option is not considered owned by the individual who holds the unvested option). For purposes of the preceding sentence, however,
if a vested option is exercisable for stock that is not substantially vested (as defined by Treasury Regulation §1.83-3(b) and
(j)), the stock underlying the option is not treated as owned by the individual who holds the option.



 


"Code" means the Internal Revenue
Code of 1986, as amended from time to time, and any successor thereto, the Treasury Regulations thereunder and other relevant interpretive
guidance issued by the Internal Revenue Service or the Treasury Department. Reference to any specific section of the Code shall be deemed
to include such regulations and guidance, as well as any successor section, regulations and guidance.


 


"Common Shares" means common
shares in the capital of CWHI, without par value, and any capital securities into which they are converted.


 


"Company" means CWHI and its
Subsidiaries, except where the context otherwise requires. For purposes of determining whether a Change in Control has occurred, Company
shall mean only CWHI.


 


"Compensation Committee" means
the Compensation Committee of the Board.


 


"CWHI" means Charlotte's Web
Holdings Inc., a company organized under the laws of the province of British Colombia, Canada.


 


"Dividend Equivalent" means a
right, granted to a Participant, to receive cash, Common Shares, stock Units or other property equal in value to dividends paid with respect
to a specified number of Common Shares.


 


"Effective Date" means August 23,
2018.


 


"Eligible Individuals" means
(i) officers and employees of, and other individuals, including non-employee directors, who are natural persons providing bona fide
services to or for, CWHI or any of its Subsidiaries, provided that such services are not in connection with the offer or sale of securities
in a capital-raising transaction and do not directly or indirectly promote or maintain a market for CWHI's securities and (ii) CWHI
consultants who are natural persons providing bona fide services to or for, CWHI or any of its Subsidiaries, provided that such services
are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote
or maintain a market for CWHI's securities.


 



     


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"Exchange" means the Canadian
Stock Exchange or any such exchange in Canada or the United States on which Common Shares are listed and posted for trading.


 


"Exchange Act" means the Securities
Exchange Act of 1934, as amended from time to time, and any successor thereto. Reference to any specific section of the Exchange Act shall
be deemed to include such regulations and guidance issued thereunder, as well as any successor section, regulations and guidance.


 


"Fair Market Value" means, on
a per share basis as of any date, unless otherwise determined by the Administrator:


 


		(a)	if the principal market for the Common Shares (as determined by the Administrator if the Common Shares
are listed or admitted to trading on more than one exchange or market) is a national securities exchange or an established securities
market, the official closing price per Common Share for the regular market session on that date on the principal exchange or market on
which the Common Shares are then listed or admitted to trading or, if no sale is reported for that date, on the last preceding day on
which a sale was reported, all as reported by such source as the Administrator may select;



 


		(b)	if the principal market for the Common Shares is not a national securities exchange or an established
securities market, but the Common Shares are quoted by a national quotation system, the average of the highest bid and lowest asked prices
for the Common Shares on that date as reported on a national quotation system or, if no prices are reported for that date, on the last
preceding day on which prices were reported, all as reported by such source as the Administrator may select; or



 


		(c)	if the Common Shares are neither listed or admitted to trading on a national securities exchange or an
established securities market, nor quoted by a national quotation system, the value determined by the Administrator in good faith by the
reasonable application of a reasonable valuation method, which method may, but need not, include taking into account an appraisal of the
fair market value of the Common Shares conducted by a nationally recognized appraisal firm selected by the Administrator.



 


Notwithstanding the preceding, for foreign, federal,
state and local income tax reporting purposes and for such other purposes as the Administrator deems appropriate, the Fair Market Value
shall be determined by the Administrator in accordance with uniform and non-discriminatory standards adopted by it from time to time.


 


"Full Value Award" means an Award
that results in CWHI transferring the full value of a Common Share under the Award, whether or not an actual share of stock is issued.
Full Value Awards shall include, but are not limited to, stock awards, stock units, Performance Shares, Performance Units that are payable
in Common Shares, and Other Stock-Based Awards for which CWHI transfers the full value of a Common Share under the Award, but shall not
include Dividend Equivalents.


 


"Incentive Stock Option" means
any stock option that is designated, in the applicable Award Agreement or the resolutions of the Administrator under which the stock option
is granted, as an "incentive stock option" within the meaning of Section 422 of the Code and otherwise meets the requirements
to be an "incentive stock option" set forth in Section 422 of the Code.


 


"Legacy Option Plan" means the
CWB Holdings, Inc. 2015 Stock Option Plan, as amended from time to time, which will be assumed by CWHI, until all stock options existing
thereunder have been exercised or have expired.


 


"Non-qualified Option" means
any stock option that is not an Incentive Stock Option.


 



     


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"Other Stock-Based Award" means
an Award of Common Shares or any other Award that is valued in whole or in part by reference to, or is otherwise based upon, Common Shares,
including without limitation Dividend Equivalents.


 


"Participant" means an Eligible
Individual to whom one or more Awards are or have been granted pursuant to the Plan and have not been fully settled or cancelled and,
following the death of any such person, his successors, heirs, executors and administrators, as the case may be.


 


"Performance Award" means a Full
Value Award, the grant, vesting, lapse of restrictions or settlement of which is conditioned upon the achievement of performance objectives
over a specified Performance Period and includes, without limitation, Performance Shares and Performance Units.


 


"Performance Criteria" means
the Performance Criteria established by the Administrator in connection with the grant of Awards based on Performance Metrics or other
performance criteria selected by the Administrator.


 


"Performance Period" means that
period established by the Administrator during which any Performance Criteria specified by the Administrator with respect to such Award
are to be measured.


 


"Performance Metrics" means criteria
established by the Administrator relating to any of the following, as it may apply to an individual, one or more business units, divisions,
or Affiliates, or on a company-wide basis, and in absolute terms, relative to a base period, or relative to the performance of one or
more comparable companies, peer groups, or an index covering multiple companies:


 


		(a)	Earnings or Profitability Metrics: any derivative of revenue; earnings/loss (gross, operating, net, or
adjusted); earnings/loss before interest and taxes ("EBIT"); earnings/loss before interest, taxes, depreciation and amortization
("EBITDA"); profit margins; operating margins; expense levels or ratios; provided that any of the foregoing metrics may
be adjusted to eliminate the effect of any one or more of the following: interest expense, asset impairments or investment losses, early
extinguishment of debt or stock-based compensation expense;



 


		(b)	Return Metrics: any derivative of return on investment, assets, equity or capital (total or invested);



 


		(c)	Investment Metrics: relative risk-adjusted investment performance; investment performance of assets under
management;



 


		(d)	Cash Flow Metrics: any derivative of operating cash flow; cash flow sufficient to achieve financial ratios
or a specified cash balance; free cash flow; cash flow return on capital; net cash provided by operating activities; cash flow per share;
working capital;



 


		(e)	Liquidity Metrics: any derivative of debt leverage (including debt to capital, net debt-to-capital, debt-to-EBITDA
or other liquidity ratios);



 


		(f)	Stock Price and Equity Metrics: any derivative of return on shareholders' equity; total shareholder return;
stock price; stock price appreciation; market capitalization; earnings/loss per share (basic or diluted) (before or after taxes);



 


		(g)	Strategic Metrics: product research and development; completion of an identified special project; clinical
trials; regulatory filings or approvals; patent application or issuance; manufacturing or process development; sales or net sales; market
share; market penetration; economic value added; customer service; customer satisfaction; inventory control; balance of cash, cash equivalents
and marketable securities; growth in assets; key hires; employee satisfaction; employee retention; business expansion; acquisitions, divestitures,
joint ventures or financing; legal compliance or safety and risk reduction; and/or



 



     


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		(h)	Any such personal performance objectives as determined by the Plan Administrator.



 


"Performance Shares" means a
grant of stock or stock Units the issuance, vesting or payment of which is contingent on performance as measured against predetermined
objectives over a specified Performance Period.


 


"Performance Units" means a grant
of dollar-denominated Units the value, vesting or payment of which is contingent on performance against predetermined objectives over
a specified Performance Period.


 


"Plan" means this 2018 Long-Term
Incentive Plan, as set forth herein and as it may be amended from time to time.


 


"Restricted Stock" means an Award
of Common Shares to a Participant that may be subject to certain transferability and other restrictions and to a risk of forfeiture (including
by reason of not satisfying certain Performance Criteria).


 


"Restricted Stock Unit" means
a right granted to a Participant to receive Common Shares or cash at the end of a specified deferral period, which right may be conditioned
on the satisfaction of certain requirements (including the satisfaction of certain Performance Criteria).


 


"Restriction Period" means, with
respect to Full Value Awards, the period commencing on the date of grant of such Award to which vesting or transferability and other restrictions
and a risk of forfeiture apply and ending upon the expiration of the applicable vesting conditions, transferability and other restrictions
and lapse of risk of forfeiture and/or the achievement of the applicable Performance Criteria (it being understood that the Administrator
may provide that vesting shall occur and/or restrictions shall lapse with respect to portions of the applicable Award during the Restriction
Period in accordance with Section 7(b)).


 


"Subsidiary" means any corporation
or other entity in an unbroken chain of corporations or other entities beginning with CWHI if each of the corporations or other entities,
or group of commonly controlled corporations or other entities, other than the last corporation or other entity in the unbroken chain
then owns stock or other equity interests possessing 50% or more of the total combined voting power of all classes of stock or other equity
interests in one of the other corporations or other entities in such chain or otherwise has the power to direct the management and policies
of the entity by contract or by means of appointing a majority of the members of the board or other body that controls the affairs of
the entity; provided, however, that solely for purposes of determining whether a Participant has a Termination of Service that is a "separation
from service" within the meaning of Section 409A of the Code or whether an Eligible Individual is eligible to be granted an
Award that in the hands of such Eligible Individual would constitute a "nonqualified deferred compensation plan" within the
meaning of Section 409A of the Code, a "Subsidiary" of a corporation or other entity means all other entities with which
such corporation or other entity would be considered a single employer under Sections 414(b) or 414(c) of the Code.


 


"Tax Withholding Obligation"
means any federal, state, local or foreign (non-United States) income, employment or other tax or social insurance contribution required
by applicable law to be withheld in respect of Awards.


 



     


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"Termination of Service" means
the termination of the Participant's employment or consultancy with, or performance of services for, CWHI and its Subsidiaries. Temporary
absences from employment because of illness, vacation or leave of absence and transfers among CWHI and its Subsidiaries shall not be considered
Terminations of Service. With respect to any Award that constitutes a "nonqualified deferred compensation plan" within the meaning
of Section 409A of the Code, "Termination of Service" shall mean a "separation from service" as defined under
Section 409A of the Code to the extent required by Section 409A of the Code to avoid the imposition of any tax or interest or
the inclusion of any amount in income pursuant to Section 409A of the Code. A Participant has a separation from service within the
meaning of Section 409A of the Code if the Participant terminates employment with CWHI and all Subsidiaries for any reason. A Participant
will generally be treated as having terminated employment with CWHI and all Subsidiaries as of a certain date if the Participant and the
entity that employs the Participant reasonably anticipate that the Participant will perform no further services for CWHI or any Subsidiary
after such date or that the level of bona fide services that the Participant will perform after such date (whether as an employee or an
independent contractor) will permanently decrease to no more than 20 percent (20%) of the average level of bona fide services performed
(whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services if
the Participant has been providing services for fewer than 36 months); provided, however, that the employment relationship is treated
as continuing while the Participant is on military leave, sick leave or other bona fide leave of absence if the period of leave does not
exceed six months or, if longer, so long as the Participant retains the right to reemployment with CWHI or any Subsidiary.


 


"Total and Permanent Disability"
means, with respect to a Participant, except as otherwise provided in the relevant Award Agreement, that a Participant is (i) unable
to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected
to last until the Participant's death or result in death, or (ii) determined to be totally disabled by the Social Security Administration
or other governmental or quasi-governmental body that administers a comparable social insurance program outside of the United States in
which the Participant participates and which conditions the right to receive benefits under such program on the Participant being unable
to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected
to last until the Participant's death or result in death. The Administrator shall have sole authority to determine whether a Participant
has suffered a Total and Permanent Disability and may require such medical or other evidence as it deems necessary to judge the nature
and permanency of the Participant's condition.


 


"Unit" means a bookkeeping entry
used by CWHI to record and account for the grant of the following types of Awards until such time as the Award is paid, cancelled, forfeited
or terminated, as the case may be: stock units, Restricted Stock Units, Performance Units, and Performance Shares that are expressed in
terms of units of Common Shares.


 


		4.	Administration.



 


		(a)	Administration of the Plan. The Plan shall be administered by the Administrator.



 


		(b)	Powers of the Administrator. The Administrator shall, except as otherwise provided under the Plan,
have full authority, in its sole and absolute discretion, to grant Awards pursuant to the terms of the Plan to Eligible Individuals and
to take all other actions necessary or desirable to carry out the purpose and intent of the Plan. Among other things, the Administrator
shall have the authority, in its sole and absolute discretion, subject to the terms and conditions of the Plan to:



 


		(i)	determine the Eligible Individuals to whom, and the time or times at which, Awards shall be granted;



 


		(ii)	determine the types of Awards to be granted any Eligible Individual;



 


		(iii)	determine the number of Common Shares to be covered by or used for reference purposes for each Award or
the value to be transferred pursuant to any Award;



 



     


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		(iv)	determine the terms, conditions and restrictions
                                            applicable to each Award (which need not be identical) and any shares acquired pursuant thereto,
                                            including, without limitation, (A) the purchase price of any Common Shares, (B) the
                                            method of payment for shares purchased pursuant to any Award, (C) the method for satisfying
                                            any tax withholding obligation arising in connection with any Award, including by the withholding
                                            or delivery of Common Shares, (D) subject to Section [5(f)] and 7(b), the timing,
                                            terms and conditions of the exercisability, vesting or payout of any Award or any shares
                                            acquired pursuant thereto, (E) the Performance Criteria applicable to any Award and
                                            the extent to which such Performance Criteria have been attained, (F) the time of the
                                            expiration of any Award, (G) the effect of the Participant's Termination of Service
                                            on any of the foregoing, and (H) all other terms, conditions and restrictions applicable
                                            to any Award or shares acquired pursuant thereto as the Administrator shall consider to be
                                            appropriate and not inconsistent with the terms of the Plan;



 


		(v)	subject to Sections 7(f), 10(c) and 15, modify, amend or adjust the terms and conditions of
any Award;



 


		(vi)	subject to Section 7(b), accelerate or otherwise change the time at or during which an Award may
be exercised or becomes payable and waive or accelerate the lapse, in whole or in part, of any restriction, condition or risk of forfeiture
with respect to such Award; provided, however, that, except in connection with death, disability or a Change in Control, no such change,
waiver or acceleration shall be made to any Award that is considered "deferred compensation" within the meaning of Section 409A
of the Code if the effect of such action is inconsistent with Section 409A of the Code;



 


		(vii)	determine whether an Award will be paid or settled in cash, Common Shares, or in any combination thereof
and whether, to what extent and under what circumstances cash or Common Shares payable with respect to an Award shall be deferred either
automatically or at the election of the Participant;



 


		(viii)	for any purpose, including but not limited to, qualifying for preferred or beneficial tax treatment, accommodating
the customs or administrative challenges or otherwise complying with the tax, accounting or regulatory requirements of one or more jurisdictions,
adopt, amend, modify, administer or terminate sub-plans, appendices, special provisions or supplements applicable to Awards regulated
by the laws of a particular jurisdiction, which sub-plans, appendices, supplements and special provisions may take precedence over other
provisions of the Plan, and prescribe, amend and/or rescind rules and regulations relating to such sub-plans, supplements and/or
special provisions;



 


		(ix)	establish any "blackout" period, during which transactions affecting Awards may not be effected,
that the Administrator in its sole discretion deems necessary or advisable;



 


		(x)	determine the Fair Market Value of Common Shares or other property for any purpose under the Plan or any
Award;



 


		(xi)	administer, construe and interpret the Plan, Award Agreements and all other documents relevant to the
Plan and Awards issued thereunder, and decide all other matters to be determined in connection with an Award;



 


		(xii)	establish, amend, rescind and interpret such administrative rules, regulations, agreements, guidelines,
instruments and practices for the administration of the Plan and for the conduct of its business as the Administrator deems necessary
or advisable;



 



     


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		(xiii)	correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award or
Award Agreement in the manner and to the extent the Administrator shall consider it desirable to carry it into effect; and



 


		(xiv)	specify that vesting conditions in respect of Awards shall not extend beyond applicable limitations such
that the Award complies at all times with the exception in paragraph (k) of the definition of "salary deferral arrangement"
in subsection 248(1) of the Income Tax Act (Canada) or comparable legislation of any jurisdiction; and



 


		(xv)	otherwise administer the Plan and all Awards granted under the Plan.



 


		(c)	Delegation of Administrative Authority. The Administrator may designate officers or employees of
the Company to assist the Administrator in the administration of the Plan and, to the extent permitted by applicable law and stock exchange
rules, the Administrator may delegate to officers or other employees of the Company any of the Administrator's duties and powers under
the Plan, subject to such conditions and limitations as the Administrator shall prescribe, including without limitation the authority
to execute agreements or other documents on behalf of the Administrator; provided, however, that such delegation of authority shall not
extend to the granting of, or exercise of discretion with respect to, Awards to Eligible Individuals who are officers under Section 16
of the Exchange Act.



 


		(d)	Non-Uniform Determinations. The Administrator's determinations under the Plan (including without
limitation, determinations of the persons to receive Awards, the form, amount and timing of such Awards, the terms and provisions of such
Awards and the Award Agreements evidencing such Awards, and the ramifications of a Change in Control upon outstanding Awards) need not
be uniform and may be made by the Administrator selectively among Awards or persons who receive, or are eligible to receive, Awards under
the Plan, whether or not such persons are similarly situated.



 


		(e)	Limited Liability; Advisors. To the maximum extent permitted by law, no member of the Administrator
shall be liable for any action taken or decision made in good faith relating to the Plan or any Award thereunder. The Administrator may
employ counsel, consultants, accountants, appraisers, brokers or other persons. The Administrator, CWHI, and the officers and directors
of CWHI shall be entitled to rely upon the advice, opinions or valuations of any such persons.



 


		(f)	Indemnification. To the maximum extent permitted by law, by CWHI's Notice and Articles of Incorporation,
and by any directors' and officers' liability insurance coverage which may be in effect from time to time, the members of the Administrator
and any agent or delegate of the Administrator who is a director, officer or employee of CWHI or an Affiliate shall be indemnified by
CWHI against any and all liabilities and expenses to which they may be subjected by reason of any act or failure to act with respect to
their duties on behalf of the Plan.



 


		(g)	Effect of Administrator's Decision. All actions taken and determinations made by the Administrator
on all matters relating to the Plan or any Award pursuant to the powers vested in it hereunder shall be in the Administrator's sole and
absolute discretion, unless in contravention of any express term of the Plan, including, without limitation, any determination involving
the appropriateness or equitableness of any action. All determinations made by the Administrator shall be conclusive, final and binding
on all parties concerned, including CWHI, its shareholders, any Participants and any other employee, consultant, or director of CWHI and
its Affiliates, and their respective successors in interest. No member of the Administrator, nor any director, officer, employee or representative
of CWHI shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or Awards.



 



     


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		5.	Shares.



 


Number of Shares Available for Awards.
Subject to adjustment as provided in Section 5(b), the number of Common Shares issuable pursuant to Awards that may be granted under
the Plan shall be equal to 13,500,000 Common Shares, less any Common Shares that are issuable pursuant to the Legacy Option Plan, as may
be adjusted from time to time (the "Share Pool"). For greater certainty, the Share Pool shall be calculated from time
to time based on the total of 13,500,000 Common Shares, less the number of options outstanding that were previously granted under the
Legacy Option Plan and which may still be exercised. Subject to applicable law, the requirements of the Exchange and any shareholder or
other approval which may be required, the Administrator may in its discretion amend the Plan to increase such limit without notice to
any Participants.


 


		(a)	Adjustments. On and after the Effective Date, the Share Pool shall be adjusted, in addition to
any adjustments to be made pursuant to Section 10 of the Plan, as follows:



 


		(i)	The Share Pool shall be reduced, on the date of grant, by one share for each stock option or stock appreciation
right granted under the Plan and by one share for each stock award, stock unit, Performance Share and/or Other Stock-Based Award granted
under the Plan; provided that Awards that are valued by reference to Common Shares but are required to be paid in cash pursuant to their
terms shall not reduce the Share Pool;



 


		(ii)	If and to the extent options or stock appreciation rights originating from the Share Pool terminate, expire,
or are canceled, forfeited, exchanged, or surrendered without having been exercised, or if any stock awards, stock units, Performance
Shares and/or Other Stock-Based Awards are forfeited, the Common Shares subject to such Awards shall again be available for Awards under
the Share Pool, and shall increase the Share Pool by one share for each stock option or stock appreciation right and one share for each
stock award, stock unit, Performance Share and/or Other Stock-Based Award issued in connection with such Award or by which the Award is
valued by reference;



 


		(iii)	Notwithstanding the foregoing, the following Common Shares shall not become available for issuance under
the Plan: (A) shares tendered by Participants, or withheld by the Company, as full or partial payment to the Company upon the exercise
of stock options granted under the Plan, until such Shares are cancelled; (B) shares reserved for issuance upon the grant of stock
appreciation rights, to the extent the number of reserved shares exceeds the number of shares actually issued upon the exercise of the
stock appreciation rights; and (C) shares withheld by, or otherwise remitted to, the Company to satisfy a Participant's tax withholding
obligations upon the lapse of restrictions on stock awards or the exercise of stock options or stock appreciation rights granted under
the Plan, until such Shares are cancelled.



 


		(b)	ISO Limit. Subject to adjustment pursuant to Section 10 of the Plan, the maximum number of
Common Shares that may be issued pursuant to stock options granted under the Plan that are intended to qualify as Incentive Stock Options
within the meaning of Section 422 of the Code shall be equal to 13,500,000.



 


		(c)	Source of Shares. The Common Shares with respect to which Awards may be made under the Plan shall
be shares authorized by CWHI for issuance but unissued, or issued and reacquired, including without limitation shares purchased in the
open market or in private transactions.



 



     


    - 11 - 


    

 


		(d)	Stock Exchange Limits.



 


		(i)	The number of Common Shares subject to Awards granted to any one Participant shall be determined by the
Board, but no one Participant shall be granted Awards which exceed, in aggregate, the maximum number permitted by the Exchange, if applicable.



 


		(ii)	Subject to the aggregate limit and adjustment provisions in Section 5 of this Plan, the aggregate
number of Common Shares that may be issued pursuant to the exercise of Awards under the Plan and all other security based compensation
arrangements of the Company are subject to the following additional limitations:



 


		A.	in the aggregate, no more than 10% of the issued and outstanding Common Shares (on a non-diluted basis)
may be reserved at any time for insiders (as defined in the Securities Act (Ontario) and includes an associate and Affiliate, as
defined in the Securities Act (Ontario) ("Insider(s)") under the Plan, together with all other security based
compensation arrangements of the Company; and



 


		B.	the number of securities of the Company issued to Insiders, within any one year period, under all security
based compensation arrangements, cannot exceed 10% of the issued and outstanding Common Shares.



 


		6.	Participation.



 


Participation in the Plan shall be open to all
Eligible Individuals, as may be selected by the Administrator from time to time.


 


		7.	Awards.



 


		(a)	Awards, In General. The Administrator, in its sole discretion, shall establish the terms of
all Awards granted under the Plan consistent with the terms of the Plan. Awards may be granted individually or in tandem with other types
of Awards, concurrently with or with respect to outstanding Awards. All Awards are subject to the terms and conditions of the Plan and
as provided in the Award Agreement, which shall be delivered to the Participant receiving such Award upon, or as promptly as is reasonably
practicable following, the grant of such Award. Unless otherwise specified by the Administrator, in its sole discretion, or otherwise
provided in the Award Agreement, an Award shall not be effective unless the Award Agreement is signed or otherwise accepted by CWHI and
the Participant receiving the Award (including by electronic delivery and/or electronic signature). Unless the Administrator determines
otherwise, any failure by the Participant to sign and return the Award Agreement within such period of time following the granting of
the Award as the Administrator shall prescribe shall cause such Award to the Participant to be null and void. The Administrator may direct
that any stock certificate evidencing shares issued pursuant to the Plan shall bear a legend setting forth such restrictions on transferability
as may apply to such shares pursuant to the Plan.



 



     


    - 12 - 


    

 


		(b)	Minimum Restriction Period for Full Value Awards. Except as provided below and notwithstanding
any provision of the Plan to the contrary, each Award granted under the Plan shall be subject to a minimum Restriction Period of 12 months
from the date of grant if vesting of or lapse of restrictions on such Award is based on the satisfaction of Performance Criteria and a
minimum Restriction Period of 36 months from the date of grant, applied in either pro rata installments or a single installment, if vesting
of or lapse of restrictions on such Award is based solely on the Participant's satisfaction of specified service requirements with the
Company. If the grant of a Performance Award is conditioned on satisfaction of Performance Criteria, the Performance Period shall not
be less than 12 months' duration, but no additional minimum Restriction Period need apply to such Award. Except as provided below and
notwithstanding any provision of the Plan to the contrary, the Administrator shall not have discretionary authority to waive the minimum
Restriction Period applicable to a Full Value Award, except in the case of death, disability, retirement, or a Change in Control. Notwithstanding
the foregoing, the provisions of this Section 7(b) shall not apply and/or may be waived, in the Administrator's sole discretion,
with respect to up to the number of Full Value Awards that is equal to 10% of the aggregate Share Pool as of the Effective Date.



 


		(c)	Stock Options.



 


		(i)	Grants. A stock option means a right to purchase a specified number of Common Shares from CWHI at a specified
price during a specified period of time. The Administrator may from time to time grant to Eligible Individuals Awards of Incentive Stock
Options or Non-qualified Options; provided, however, that Awards of Incentive Stock Options shall be limited to employees of CWHI or of
any current or hereafter existing "parent corporation" or "subsidiary corporation," as defined in Sections 424(e) and
424(f) of the Code, respectively, of CWHI, and any other Eligible Individuals who are eligible to receive Incentive Stock Options
under the provisions of Section 422 of the Code. No stock option shall be an Incentive Stock Option unless so designated by the Administrator
at the time of grant or in the applicable Award Agreement.



 


		(ii)	Exercise. Stock options shall be exercisable at such time or times and subject to such terms and conditions
as shall be determined by the Administrator; provided, however, that Awards of stock options may not have a term in excess of ten years'
duration unless required otherwise by applicable law. The exercise price per share subject to a stock option granted under the Plan shall
not be less than the Fair Market Value of one Common Share on the date of grant of the stock option, except as provided under applicable
law or with respect to stock options that are granted in substitution of similar types of awards of a company acquired by CWHI or a Subsidiary
or with which CWHI or a Subsidiary combines (whether in connection with a corporate transaction, such as a merger, combination, consolidation
or acquisition of property or stock, or otherwise) to preserve the intrinsic value of such awards. Should the expiry date of a stock option
fall within a period during which the relevant Participant is prohibited from exercising a Nonqualified Option due to trading restrictions
imposed by the Company pursuant to any policy of the Company respecting restrictions on trading that is in effect at that time (a "blackout
period") or within nine Business Days following the expiration of a blackout period, such expiry date of the Nonqualified Option
shall be automatically extended without any further act or formality to that date which is the tenth Business Day after the end of the
blackout period (but not beyond the first to occur of the original term of the option or the 10th anniversary of the original grant date
of the option), such tenth Business Day to be considered the expiry date for such Nonqualified Option for all purposes under the Plan.
The ten Business Day period referred to in this paragraph may not be extended by the Board.



 


		(iii)	Termination of Service. Except as provided in the applicable Award Agreement or otherwise determined by
the Administrator, to the extent stock options are not vested and exercisable, a Participant's stock options shall be forfeited upon his
or her Termination of Service.



 


		(iv)	Additional Terms and Conditions. The Administrator may, by way of the Award Agreement or otherwise, determine
such other terms, conditions, restrictions, and/or limitations, if any, of any Award of stock options, provided they are not inconsistent
with the Plan.



 



     


    - 13 - 


    

 


		(d)	Limitation on Reload Options. The Administrator shall not grant stock options under this Plan that
contain a reload or replenishment feature pursuant to which a new stock option would be granted automatically upon receipt of delivery
of Common Shares to CWHI in payment of the exercise price or any tax withholding obligation under any other stock option.



 


		(e)	Stock Appreciation Rights.



 


		(i)	Grants. The Administrator may from time to time grant to Eligible Individuals Awards of stock appreciation
rights. A stock appreciation right entitles the Participant to receive, subject to the provisions of the Plan and the Award Agreement,
a payment having an aggregate value equal to the product of (i) the excess of (A) the Fair Market Value on the exercise date
of one Common Share over (B) the base price per share specified in the Award Agreement, times (ii) the number of shares specified
by the stock appreciation right, or portion thereof, which is exercised. The base price per share specified in the Award Agreement shall
not be less than the Fair Market Value on the date of grant, or with respect to stock appreciation rights that are granted in substitution
of similar types of awards of a company acquired by CWHI or a Subsidiary or with which CWHI or a Subsidiary combines (whether in connection
with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock, or otherwise) such base
price as is necessary to preserve the intrinsic value of such awards.



 


		(ii)	Exercise. Stock appreciation rights shall be exercisable at such time or times and subject to such terms
and conditions as shall be determined by the Administrator; provided, however, that stock appreciation rights granted under the Plan may
not have a term in excess of ten years' duration unless required otherwise by applicable law. The applicable Award Agreement shall specify
whether payment by CWHI of the amount receivable upon any exercise of a stock appreciation right is to be made in cash or Common Shares
or a combination of both, or shall reserve to the Administrator or the Participant the right to make that determination prior to or upon
the exercise of the stock appreciation right. If upon the exercise of a stock appreciation right a Participant is to receive a portion
of such payment in Common Shares, the number of shares shall be determined by dividing such portion by the Fair Market Value of a Common
Share on the exercise date. No fractional shares shall be used for such payment and the Administrator shall determine whether cash shall
be given in lieu of such fractional shares or whether such fractional shares shall be eliminated.



 


		(iii)	Termination of Service. Except as provided in the applicable Award Agreement or otherwise determined by
the Administrator, to the extent stock appreciation rights are not vested and exercisable, a Participant's stock appreciation rights shall
be forfeited upon his or her Termination of Service.



 


		(iv)	Additional Terms and Conditions. The Administrator may, by way of the Award Agreement or otherwise, determine
such other terms, conditions, restrictions, and/or limitations, if any, of any Award of stock appreciation rights, provided they are not
inconsistent with the Plan.



 



     


    - 14 - 


    





 


		(f)	Repricing. Notwithstanding anything herein to the contrary, except in connection with a corporate
transaction involving CWHI (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares), the terms of options and stock appreciation
rights granted under the Plan may not be amended, after the date of grant, to reduce the exercise price of such options or stock appreciation
rights, nor may outstanding options or stock appreciation rights be canceled in exchange for (i) cash, (ii) options or stock
appreciation rights with an exercise price or base price that is less than the exercise price or base price of the original outstanding
options or stock appreciation rights, or (iii) other Awards, unless such action is approved by CWHI's shareholders.



 


		(g)	Stock Awards.



 


		(i)	Grants. The Administrator may from time to time grant to Eligible Individuals Awards of unrestricted Common
Shares or Restricted Stock (collectively, "Stock Awards") on such terms and conditions, and for such consideration, including
no consideration or such minimum consideration as may be required by law, as the Administrator shall determine, subject to the limitations
set forth in Section 7(b). Stock Awards shall be evidenced in such manner as the Administrator may deem appropriate, including via
book-entry registration.



 


		(ii)	Vesting. Restricted Stock shall be subject to such vesting, restrictions on transferability and other
restrictions, if any, and/or risk of forfeiture as the Administrator may impose at the date of grant or thereafter. The Restriction Period
to which such vesting, restrictions and/or risk of forfeiture apply may lapse under such circumstances, including without limitation upon
the attainment of Performance Criteria, in such installments, or otherwise, as the Administrator may determine. Subject to the provisions
of the Plan, the applicable Award Agreement and applicable law, during the Restriction Period, the Participant shall not be permitted
to vote sell, assign, transfer, pledge or otherwise encumber shares of Restricted Stock.



 


		(iii)	Rights of a Shareholder; Dividends. Except to the extent restricted under the Award Agreement relating
to the Restricted Stock, a Participant granted Restricted Stock shall have all of the rights of a shareholder of Common Shares including,
without limitation, the right to vote Restricted Stock upon the expiry of the Restriction Period. Subject to shareholder approval, cash
dividends declared payable on Common Shares shall be paid, with respect to outstanding Restricted Stock, as determined by the Administrator,
and shall be paid in cash or as unrestricted Common Shares having a Fair Market Value equal to the amount of such dividends or may be
reinvested in additional shares of Restricted Stock as determined by the Administrator; provided, however, that dividends declared payable
on Restricted Stock that is granted as a Performance Award shall be held by CWHI and made subject to forfeiture at least until achievement
of the applicable Performance Goal related to such shares of Restricted Stock. Stock distributed in connection with a stock split or stock
dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as
the Restricted Stock with respect to which such Common Shares or other property has been distributed. As soon as is practicable following
the date on which restrictions on any shares of Restricted Stock lapse, CWHI shall deliver to the Participant the certificates for such
shares or shall cause the shares to be registered in the Participant's name in book-entry form, in either case with the restrictions removed,
provided that the Participant shall have complied with all conditions for delivery of such shares contained in the Award Agreement or
otherwise reasonably required by CWHI.



 






    


    - 15 -


    

 


		(iv)	Termination of Service. Except as provided in the applicable Award Agreement, upon Termination of Service
during the applicable Restriction Period, Restricted Stock and any accrued but unpaid dividends that are at that time subject to restrictions
shall be forfeited; provided that, subject to the limitations set forth in Section 7(b), the Administrator may provide, by rule or
regulation or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to
Restricted Stock will be waived in whole or in part in the event of terminations resulting from specified causes, and the Administrator
may in other cases waive in whole or in part the forfeiture of Restricted Stock.



 


		(v)	Additional Terms and Conditions. The Administrator may, by way of the Award Agreement or otherwise, determine
such other terms, conditions, restrictions, and/or limitations, if any, of any Award of Restricted Stock, provided they are not inconsistent
with the Plan.



 


		(h)	Stock Units.



 


		(i)	Grants. The Administrator may from time to time grant to Eligible Individuals Awards of unrestricted stock
Units or Restricted Stock Units on such terms and conditions, and for such consideration, including no consideration or such minimum consideration
as may be required by law, as the Administrator shall determine, subject to the limitations set forth in Section 7(b). Restricted
Stock Units represent a contractual obligation by CWHI to deliver a number of Common Shares, an amount in cash equal to the Fair Market
Value of the specified number of shares subject to the Award, or a combination of Common Shares and cash, in accordance with the terms
and conditions set forth in the Plan and any applicable Award Agreement.



 


		(ii)	Vesting and Payment. Restricted Stock Units shall be subject to such vesting, risk of forfeiture and/or
payment provisions as the Administrator may impose at the date of grant. The Restriction Period to which such vesting and/or risk of forfeiture
apply may lapse under such circumstances, including without limitation upon the attainment of Performance Criteria, in such installments,
or otherwise, as the Administrator may determine. Common Shares, cash or a combination of Common Shares and cash, as applicable, payable
in settlement of Restricted Stock Units shall be delivered to the Participant as soon as administratively practicable, but no later than
30 days, after the date on which payment is due under the terms of the Award Agreement provided that the Participant shall have complied
with all conditions for delivery of such shares or payment contained in the Award Agreement or otherwise reasonably required by CWHI,
or in accordance with an election of the Participant, if the Administrator so permits, that meets the requirements of Section 409A
of the Code.



 


		(iii)	No Rights of a Shareholder; Dividend Equivalents. Until Common Shares are issued to the Participant in
settlement of stock Units, the Participant shall not have any rights of a shareholder of CWHI with respect to the stock Units or the shares
issuable thereunder. The Administrator may grant to the Participant the right to receive Dividend Equivalents on stock Units, on a current,
reinvested and/or restricted basis, subject to such terms as the Administrator may determine provided, however, that Dividend Equivalents
payable on stock Units that are granted as a Performance Award shall, rather than be paid on a current basis, be accrued and made subject
to forfeiture at least until achievement of the applicable Performance Goal related to such stock Units.



 






    


    - 16 -


    

 


		(iv)	Termination of Service. Upon Termination of Service during the applicable deferral period or portion thereof
to which forfeiture conditions apply, or upon failure to satisfy any other conditions precedent to the delivery of Common Shares or cash
to which such Restricted Stock Units relate, all Restricted Stock Units and any accrued but unpaid Dividend Equivalents with respect to
such Restricted Stock Units that are then subject to deferral or restriction shall be forfeited; provided that, subject to the limitations
set forth in Section 7(b), the Administrator may provide, by rule or regulation or in any Award Agreement, or may determine
in any individual case, that restrictions or forfeiture conditions relating to Restricted Stock Units will be waived in whole or in part
in the event of termination resulting from specified causes, and the Administrator may in other cases waive in whole or in part the forfeiture
of Restricted Stock Units.



 


		(v)	Additional Terms and Conditions. The Administrator may, by way of the Award Agreement or otherwise, determine
such other terms, conditions, restrictions, and/or limitations, if any, of any Award of stock Units, provided they are not inconsistent
with the Plan.



 


		(i)	Performance Shares and Performance Units.



 


		(i)	Grants. The Administrator may from time to time grant to Eligible Individuals Awards in the form of Performance
Shares and Performance Units. Performance Shares, as that term is used in this Plan, shall refer to Common Shares or Units that are expressed
in terms of Common Shares, the issuance, vesting, lapse of restrictions on or payment of which is contingent on performance as measured
against predetermined objectives over a specified Performance Period. Performance Units, as that term is used in this Plan, shall refer
to dollar-denominated Units valued by reference to designated criteria established by the Administrator, other than Common Shares, the
issuance, vesting, lapse of restrictions on or payment of which is contingent on performance as measured against predetermined objectives
over a specified Performance Period. The applicable Award Agreement shall specify whether Performance Shares and Performance Units will
be settled or paid in cash or Common Shares or a combination of both, or shall reserve to the Administrator or the Participant the right
to make that determination prior to or at the payment or settlement date.



 


		(ii)	Performance Criteria. The Administrator shall, prior to or at the time of grant, condition the grant,
vesting or payment of, or lapse of restrictions on, an Award of Performance Shares or Performance Units upon (A) the attainment of
Performance Criteria during a Performance Period or (B) the attainment of Performance Criteria and the continued service of the Participant.
The length of the Performance Period, the Performance Criteria to be achieved during the Performance Period, and the measure of whether
and to what degree such Performance Criteria have been attained shall be conclusively determined by the Administrator in the exercise
of its absolute discretion. Performance Criteria may include minimum, maximum and target levels of performance, with the size of the Award
or payout of Performance Shares or Performance Units or the vesting or lapse of restrictions with respect thereto based on the level attained.
An Award of Performance Shares or Performance Units shall be settled as and when the Award vests or at a later time specified in the Award
Agreement or in accordance with an election of the Participant, if the Administrator so permits, that meets the requirements of Section 409A
of the Code.



 


		(iii)	Additional Terms and Conditions. The Administrator may, by way of the Award Agreement or otherwise, determine
such other terms, conditions, restrictions, and/or limitations, if any, of any Award of Performance Shares or Performance Units, provided
they are not inconsistent with the Plan.



 






    


    - 17 -


    

 


		(j)	Other Stock-Based Awards. The Administrator may from time to time grant to Eligible Individuals
Awards in the form of Other Stock-Based Awards. Other Stock-Based Awards in the form of Dividend Equivalents may be (A) awarded on
a free-standing basis or in connection with another Award other than a stock option or stock appreciation right, (B) paid currently
or credited to an account for the Participant, including the reinvestment of such credited amounts in Common Shares equivalents, to be
paid on a deferred basis, and (C) settled in cash or Common Shares as determined by the Administrator; provided, however, that Dividend
Equivalents payable on Other Stock-Based Awards that are granted as a Performance Award shall, rather than be paid on a current basis,
be accrued and made subject to forfeiture at least until achievement of the applicable Performance Goal related to such Other Stock-Based
Awards. Any such settlements, and any such crediting of Dividend Equivalents, may be subject to such conditions, restrictions and contingencies
as the Administrator shall establish.



 


		(k)	Awards to Participants Outside the United States. The Administrator may grant Awards to Eligible
Individuals who are foreign nationals, who are located outside the United States or who are not compensated from a payroll maintained
in the United States, or who are otherwise subject to (or could cause CWHI or a Subsidiary to be subject to) tax, legal or regulatory
provisions of countries or jurisdictions outside the United States, on such terms and conditions different from those specified in the
Plan as may, in the judgment of the Administrator, be necessary or desirable in order that any such Award shall conform to laws, regulations,
and customs of the country or jurisdiction in which the Participant is then resident or primarily employed or to foster and promote achievement
of the purposes of the Plan.



 


		(l)	Limitation on Dividend Reinvestment and Dividend Equivalents. Reinvestment of dividends in additional
Restricted Stock at the time of any dividend payment, and the payment of Common Shares with respect to dividends to Participants holding
Awards of stock Units, shall only be permissible if sufficient shares are available under the Share Pool for such reinvestment or payment
(taking into account then outstanding Awards). In the event that sufficient shares are not available under the Share Pool for such reinvestment
or payment, such reinvestment or payment shall be made in the form of a grant of stock Units equal in number to the Common Shares that
would have been obtained by such payment or reinvestment, the terms of which stock Units shall provide for settlement in cash and for
Dividend Equivalent reinvestment in further stock Units on the terms contemplated by this Section 7(l).



 


		8.	Withholding of Taxes.



 


Participants and holders of Awards shall pay to
CWHI or its Affiliate, or make arrangements satisfactory to the Administrator for payment of, any Tax Withholding Obligation in respect
of Awards granted under the Plan no later than the date of the event creating the tax or social insurance contribution liability. The
obligations of CWHI under the Plan shall be conditional on such payment or arrangements. Unless otherwise determined by the Administrator,
and subject always to applicable law, Tax Withholding Obligations may be settled in whole or in part with Common Shares, including unrestricted
outstanding shares surrendered to CWHI and unrestricted shares that are part of the Award that gives rise to the Tax Withholding Obligation,
having a Fair Market Value on the date of surrender or withholding equal to the statutory minimum amount (or such greater amount permitted
under FASB Accounting Standards Codification Topic 718, Compensation - Stock Compensation, for equity-classified awards) required
to be withheld for tax or social insurance contribution purposes, all in accordance with such procedures as the Administrator establishes.
CWHI or its Affiliate may deduct, to the extent permitted by law, any such Tax Withholding Obligations from any payment of any kind otherwise
due to the Participant or holder of an Award.


 






    


    - 18 -


    

 


		9.	Transferability of Awards.



 


		(a)	Requirement for Administrator Permission. Except as otherwise determined by the Administrator,
and in any event in the case of an Incentive Stock Option or a tandem stock appreciation right granted with respect to an Incentive Stock
Option, no Award granted under the Plan shall be transferable by a Participant otherwise than by will or the laws of descent and distribution.
The Administrator shall not permit any transfer of an Award for value except to the Company or in connection with a Change in Control.
An Award may be exercised during the lifetime of the Participant, only by the Participant or, during the period the Participant is under
a legal disability, by the Participant's guardian or legal representative, unless otherwise determined by the Administrator. Awards granted
under the Plan shall not be subject in any manner to alienation, anticipation, sale, transfer, assignment, pledge, or encumbrance, except
as otherwise determined by the Administrator; provided, however, that the restrictions in this sentence shall not apply to the Common
Shares received in connection with an Award after the date that the restrictions on transferability of such shares set forth in the applicable
Award Agreement have lapsed. Nothing in this paragraph shall be interpreted or construed as overriding the terms of any CWHI stock ownership
or retention policy, now or hereafter existing, that may apply to the Participant or Common Shares received under an Award.



 


		(b)	Administrator Discretion to Permit Transfers Other Than For Value. Except as otherwise restricted
by applicable law, the Administrator may, but need not, permit an Award, other than an Incentive Stock Option or a tandem stock appreciation
right granted with respect to an Incentive Stock Option, to be transferred to a Participant's Family Member (as defined below) as a gift
or pursuant to a domestic relations order in settlement of marital property rights. The Administrator shall not permit any transfer of
an Award for value except to the Company or in connection with a Change in Control. For purposes of this Section 9, "Family
Member" means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the
Participant's household (other than a tenant or employee), a trust in which these persons have more than fifty percent of the beneficial
interest, a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which these
persons (or the Participant) own more than fifty percent (50%) of the voting interests. The following transactions are not prohibited
transfers for value: (i) a transfer under a domestic relations order in settlement of marital property rights; and (ii) a transfer
to an entity in which more than fifty percent of the voting interests are owned by Family Members (or the Participant) in exchange for
an interest in that entity.



 


		10.	Adjustments for Corporate Transactions and Other Events.



 


		(a)	Mandatory Adjustments. In the event of a merger, consolidation, stock rights offering, statutory
share exchange or similar event affecting CWHI (each, a "Corporate Event") or a stock dividend, stock split, reverse
stock split, separation, spinoff, reorganization, extraordinary dividend of cash or other property, share combination or subdivision,
or recapitalization or similar event affecting the capital structure of CWHI (each, a "Share Change") that occurs at
any time after adoption of this Plan by the Board (including any such Corporate Event or Share Change that occurs after such adoption
and coincident with or prior to the Effective Date), the Administrator shall, with the approval of the Exchange or the shareholders of
the Company (if required), make equitable and appropriate substitutions or proportionate adjustments to (i) the aggregate number
and kind of Common Shares or other securities on which Awards under the Plan may be granted to Eligible Individuals, (ii) the maximum
number of Common Shares or other securities with respect to which Awards may be granted during any one calendar year to any individual,
(iii) the maximum number of Common Shares or other securities that may be issued with respect to Incentive Stock Options granted
under the Plan, (iv) the number of Common Shares or other securities covered by each outstanding Award and the exercise price, base
price or other price per share, if any, and other relevant terms of each outstanding Award, and (v) all other numerical limitations
relating to Awards, whether contained in this Plan or in Award Agreements; provided, however, that any fractional shares resulting from
any such adjustment shall be eliminated; and, provided further, that in no event shall the exercise price per Common Share of a stock
option or stock appreciation right, or subscription price per Common Share or any other Award, be reduced to an amount that is lower than
the par value of a Common Share.



 






    


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		(b)	Discretionary Adjustments. In the case of a Corporate Event, the Administrator may, with the approval
of the Exchange or the shareholders of the Company (if required), make such other adjustments to outstanding Awards as it determines to
be appropriate and desirable, which adjustments may include, without limitation, (i) the cancellation of outstanding Awards in exchange
for payments of cash, securities or other property or a combination thereof having an aggregate value equal to the value of such Awards,
as determined by the Administrator in its sole discretion (it being understood that in the case of a Corporate Event with respect to which
shareholders of CWHI receive consideration other than publicly traded equity securities of the ultimate surviving entity, any such determination
by the Administrator that the value of a stock option or stock appreciation right shall for this purpose be deemed to equal the excess,
if any, of the value of the consideration being paid for each Common Share pursuant to such Corporate Event over the exercise price or
base price of such stock option or stock appreciation right shall conclusively be deemed valid and that any stock option or stock appreciation
right may be cancelled for no consideration upon a Corporate Event if its exercise price or base price equals or exceeds the value of
the consideration being paid for each Common Share pursuant to such Corporate Event), (ii) the substitution of securities or other
property (including, without limitation, cash or other securities of CWHI and securities of entities other than CWHI) for the Common Shares
subject to outstanding Awards, and (iii) the substitution of equivalent awards, as determined in the sole discretion of the Administrator,
of the surviving or successor entity or a parent thereof ("Substitute Awards").



 


		(c)	Adjustments to Performance Criteria. The Administrator may, in its discretion, adjust the Performance
Criteria applicable to any Awards to reflect any unusual or infrequently occurring event or transaction, impact of charges for restructurings,
discontinued operations and the cumulative effects of accounting or tax changes, each as defined by generally accepted accounting principles
or as identified in CWHI's consolidated financial statements, notes to the consolidated financial statements, management's discussion
and analysis or other CWHI filings with the Securities and Exchange Commission. If the Administrator determines that a change in the business,
operations, corporate structure or capital structure of CWHI or the applicable subsidiary, business segment or other operational unit
of CWHI or any such entity or segment, or the manner in which any of the foregoing conducts its business, or other events or circumstances,
render the Performance Criteria to be unsuitable, the Administrator may modify such Performance Criteria or the related minimum acceptable
level of achievement, in whole or in part, as the Administrator deems appropriate and equitable.



 


		(d)	Statutory Requirements Affecting Adjustments. Notwithstanding the foregoing: (A) any adjustments
made pursuant to Section 10 to Awards that are considered "deferred compensation" within the meaning of Section 409A
of the Code shall be made in compliance with the requirements of Section 409A of the Code; (B) any adjustments made pursuant
to Section 10 to Awards that are not considered "deferred compensation" subject to Section 409A of the Code shall
be made in such a manner as to ensure that after such adjustment, the Awards either (1) continue not to be subject to Section 409A
of the Code or (2) comply with the requirements of Section 409A of the Code; (C) in any event, the Administrator shall
not have the authority to make any adjustments pursuant to Section 10 to the extent the existence of such authority would cause an
Award that is not intended to be subject to Section 409A of the Code at the date of grant to be subject thereto; and (D) any
adjustments made pursuant to Section 10 to Awards that are Incentive Stock Options shall be made in compliance with the requirements
of Section 424 (a) of the Code.



 






    


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		(e)	Dissolution or Liquidation. Unless the Administrator determines otherwise, all Awards outstanding
under the Plan shall terminate upon the dissolution or liquidation of CWHI.



 


		11.	Change in Control Provisions.



 


		(a)	Termination of Awards. Notwithstanding the provisions of Section 11(b), in the event that
any transaction resulting in a Change in Control occurs, outstanding Awards will terminate upon the effective time of such Change in Control
unless provision is made in connection with the transaction for the continuation or assumption of such Awards by, or for the issuance
therefor of Substitute Awards of, the surviving or successor entity or a parent thereof. Solely with respect to Awards that will terminate
as a result of the immediately preceding sentence and except as otherwise provided in the applicable Award Agreement:



 


		(i)	the outstanding Awards of stock options and stock appreciation rights that will terminate upon the effective
time of the Change in Control shall, immediately before the effective time of the Change in Control, become fully exercisable and the
holders of such Awards will be permitted, immediately before the Change in Control, to exercise the Awards;



 


		(ii)	the outstanding shares of Restricted Stock the vesting or restrictions on which are then solely time-based
and not subject to achievement of Performance Criteria shall, immediately before the effective time of the Change in Control, become fully
vested, free of all transfer and lapse restrictions and free of all risks of forfeiture;



 


		(iii)	the outstanding shares of Restricted Stock the vesting or restrictions on which are then subject to and
pending achievement of Performance Criteria shall, immediately before the effective time of the Change in Control and unless the Award
Agreement provides for vesting or lapsing of restrictions in a greater amount upon the occurrence of a Change in Control, become vested,
free of transfer and lapse restrictions and risks of forfeiture in such amounts as if the applicable Performance Criteria for the unexpired
Performance Period had been achieved at the target level set forth in the applicable Award Agreement;



 


		(iv)	the outstanding Restricted Stock Units, Performance Shares and Performance Units the vesting, earning
or settlement of which is then solely time-based and not subject to or pending achievement of Performance Criteria shall, immediately
before the effective time of the Change in Control, become fully earned and vested and shall be settled in cash or Common Shares (consistent
with the terms of the Award Agreement after taking into account the effect of the Change in Control transaction on the shares) as promptly
as is practicable, subject to any applicable limitations imposed thereon by Section 409A of the Code; and



 


		(v)	the outstanding Restricted Stock Units, Performance Shares and Performance Units the vesting, earning
or settlement of which is then subject to and pending achievement of Performance Criteria shall, immediately before the effective time
of the Change in Control and unless the Award Agreement provides for vesting, earning or settlement in a greater amount upon the occurrence
of a Change in Control, become vested and earned in such amounts as if the applicable Performance Criteria for the unexpired Performance
Period had been achieved at the target level set forth in the applicable Award Agreement and shall be settled in cash or Common Shares
(consistent with the terms of the Award Agreement after taking into account the effect of the Change in Control transaction on the shares)
as promptly as is practicable, subject to any applicable limitations imposed thereon by Section 409A of the Code.



 






    


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Implementation of the provisions of this
Section 11(a) shall be conditioned upon consummation of the Change in Control.


 


		(b)	Continuation, Assumption or Substitution of Awards. The administrator may specify, on or after
the date of grant, in an award agreement or amendment thereto, the consequences of a Participant's Termination of Service that occurs
coincident with or following the occurrence of a Change in Control, if a Change in Control occurs under which provision is made in connection
with the transaction for the continuation or assumption of outstanding Awards by, or for the issuance therefor of Substitute Awards of,
the surviving or successor entity or a parent thereof.



 


		(c)	Other Permitted Actions. In the event that any transaction resulting in a Change in Control occurs,
the Administrator may take any of the actions set forth in Section 10 with respect to any or all Awards granted under the Plan.



 


		(d)	Section 409A Savings Clause. Notwithstanding the foregoing, if any Award is considered to
be a "nonqualified deferred compensation plan" within the meaning of Section 409A of the Code, this Section 11 shall
apply to such Award only to the extent that its application would not result in the imposition of any tax or interest or the inclusion
of any amount in income under Section 409A of the Code.



 


		12.	Substitution of Awards in Mergers and Acquisitions.



 


Awards may be granted under the Plan from time
to time in substitution for assumed awards held by employees, officers, consultants or directors of entities who become employees, officers,
consultants or directors of CWHI or a Subsidiary as the result of a merger or consolidation of the entity for which they perform services
with CWHI or a Subsidiary, or the acquisition by CWHI of the assets or stock of the such entity. The terms and conditions of any Awards
so granted may vary from the terms and conditions set forth herein to the extent that the Administrator deems appropriate at the time
of grant to conform the Awards to the provisions of the assumed awards for which they are substituted and to preserve their intrinsic
value as of the date of the merger, consolidation or acquisition transaction. To the extent permitted by applicable law and marketplace
or listing rules of the primary securities market or exchange on which the Common Shares are listed or admitted for trading, any
available shares under a shareholder-approved plan of an acquired company (as appropriately adjusted to reflect the transaction) may be
used for Awards granted pursuant to this Section 12 and, upon such grant, shall not reduce the Share Pool.


 


		13.	Compliance with Securities Laws; Listing and Registration.



 


		(a)	The obligation of CWHI to sell or deliver Common Shares with respect to any Award granted under the Plan
shall be subject to all applicable laws, rules and regulations, including all applicable federal, state or foreign (non-United States)
securities laws, or foreign (non-United States) securities laws and the obtaining of all such approvals by governmental agencies as may
be deemed necessary or appropriate by the Administrator. If at any time the Administrator determines that the delivery of Common Shares
under the Plan is or may be unlawful under the laws of any applicable jurisdiction, or federal, state or foreign (non-United States) securities
laws, the right to exercise an Award or receive Common Shares pursuant to an Award shall be suspended until the Administrator determines
that such delivery is lawful. If at any time the Administrator determines that the delivery of Common Shares under the Plan would or may
violate the rules of any exchange on which CWHI's securities are then listed for trading, the right to exercise an Award or receive
Common Shares pursuant to an Award shall be suspended until the Administrator determines that such delivery would not violate such rules.
If the Administrator determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate
any applicable provision of securities laws or the listing requirements of any stock exchange upon which any of CWHI's equity securities
are listed, then the Administrator may postpone any such exercise, nonforfeitability or delivery, as applicable, but CWHI shall use all
reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable
date. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company's
legal counsel to be necessary to the lawful issuance and sale of any shares under the Plan shall relieve the Company of any liability
in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained.



 






    


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		(b)	Each Award is subject to the requirement that, if at any time the Administrator determines, in its absolute
discretion, that the listing, registration or qualification of Common Shares issuable pursuant to the Plan is required by any securities
exchange or under any state, federal or foreign (non-United States) law, or the consent or approval of any governmental regulatory body
is necessary or desirable as a condition of, or in connection with, the grant of an Award or the issuance of Common Shares, no such Award
shall be granted or payment made or Common Shares issued, in whole or in part, unless listing, registration, qualification, consent or
approval has been effected or obtained free of any conditions not acceptable to the Administrator.



 


		(c)	In the event that the disposition of Common Shares acquired pursuant to the Plan is not covered by a then
current registration statement under the Securities Act of 1933, as amended (the "Securities Act"), and is not otherwise exempt
from such registration, such Common Shares shall be restricted against transfer to the extent required by the Securities Act or regulations
thereunder, and the Administrator may require a person receiving Common Shares pursuant to the Plan, as a condition precedent to receipt
of such Common Shares, to represent to CWHI in writing that the Common Shares acquired by such person is acquired for investment only
and not with a view to distribution and that such person will not dispose of the Common Shares so acquired in violation of federal, state
or foreign securities laws and furnish such information as may, in the opinion of counsel for the Company, be appropriate to permit the
Company to issue the Common Shares in compliance with applicable federal, state or foreign securities laws. If applicable, all certificates
representing such Common Shares shall bear applicable legends as required by federal, state or foreign securities laws or stock exchange
regulation.



 


		14.	Section 409A Compliance.



 


It is the intention of CWHI that any Award that
constitutes a "nonqualified deferred compensation plan" within the meaning of Section 409A of the Code shall comply in
all respects with the requirements of Section 409A of the Code to avoid the imposition of any tax or interest or the inclusion of
any amount in income pursuant to Section 409A of the Code, and the terms of each such Award shall be construed, administered and
deemed amended, if applicable, in a manner consistent with this intention. Notwithstanding the foregoing, neither CWHI nor any of its
Affiliates nor any of its or their directors, officers, employees, agents or other service providers will be liable for any taxes, penalties
or interest imposed on any Participant or other person with respect to any amounts paid or payable (whether in cash, Common Shares or
other property) under any Award, including any taxes, penalties or interest imposed under or as a result of Section 409A of the Code.
Any payments described in an Award that are due within the "short term deferral period" as defined in Section 409A of the
Code shall not be treated as deferred compensation unless applicable law requires otherwise. For purposes of any Award, each amount to
be paid or benefit to be provided to a Participant that constitutes deferred compensation subject to Section 409A of the Code shall
be construed as a separate identified payment for purposes of Section 409A of the Code. For purposes of Section 409A of the
Code, the payment of Dividend Equivalents under any Award shall be construed as earnings and the time and form of payment of such Dividend
Equivalents shall be treated separately from the time and form of payment of the underlying Award. Notwithstanding any other provision
of the Plan to the contrary, with respect to any Award that constitutes a "nonqualified deferred compensation plan" within the
meaning of Section 409A of the Code, any payments (whether in cash, Common Shares or other property) to be made with respect to the
Award that become payable on account of the Participant's separation from service, within the meaning of Section 409A of the Code,
while the Participant is a "specified employee" (as determined in accordance with the uniform policy adopted by the Administrator
with respect to all of the arrangements subject to Section 409A of the Code maintained by CWHI and its Affiliates) and which would
otherwise be paid within six months after the Participant's separation from service shall be accumulated (without interest) and paid on
the first day of the seventh month following the Participant's separation from service or, if earlier, within 15 days after the appointment
of the personal representative or executor of the Participant's estate following the Participant's death. Notwithstanding anything in
the Plan or an Award Agreement to the contrary, in no event shall the Administrator exercise its discretion to accelerate the payment
or settlement of an Award where such payment or settlement constitutes deferred compensation within the meaning of Code section 409A unless,
and solely to the extent that, such accelerated payment or settlement is permissible under Treasury Regulation section 1.409A-3(j)(4).


 






    


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		15.	Plan Duration; Amendment and Discontinuance.



 


		(a)	Plan Duration. The Plan shall remain in effect, subject to the right of the Board or the Compensation
Committee to amend or terminate the Plan at any time, until the (a) earliest date as of which all Awards granted under the Plan have
been satisfied in full or terminated and no Common Shares approved for issuance under the Plan remain available to be granted under new
Awards or (b) the tenth anniversary of the Effective Date. No Awards shall be granted under the Plan after such termination date.
Subject to other applicable provisions of the Plan, all Awards made under the Plan on or before the tenth anniversary of the Effective
Date, or such earlier termination of the Plan, shall remain in effect until such Awards have been satisfied or terminated in accordance
with the Plan and the terms of such Awards.



 


		(b)	Amendment and Discontinuance of the Plan. The Board or the Compensation Committee may, without
shareholder approval, amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which would
materially impair the rights of a Participant with respect to a previously granted Award without such Participant's consent, except such
an amendment made to comply with applicable law or rule of any securities exchange or market on which the Common Shares are listed
or admitted for trading or to prevent adverse tax or accounting consequences to CWHI or the Participant. Notwithstanding the foregoing,
no such amendment shall be made without the approval of CWHI's shareholders to the extent such amendment would (A) materially increase
the benefits accruing to Participants under the Plan, (B) materially increase the number of Common Shares which may be issued under
the Plan or to a Participant, (C) materially expand the eligibility for participation in the Plan, (D) eliminate or modify the
prohibition set forth in Section 7(f) on repricing of stock options and stock appreciation rights, (E) lengthen the maximum
term or lower the minimum exercise price or base price permitted for stock options and stock appreciation rights, or (F) modify the
prohibition on the issuance of reload or replenishment options. Except as otherwise determined by the Board or Compensation Committee,
termination of the Plan shall not affect the Administrator's ability to exercise the powers granted to it hereunder with respect to Awards
granted under the Plan prior to the date of such termination.



 


		(c)	Amendment of Awards. Subject to Section 7(f), the Administrator may unilaterally amend the
terms of any Award theretofore granted, but no such amendment shall materially impair the rights of any Participant with respect to an
Award without the Participant's consent, except such an amendment made to cause the Plan or Award to comply with applicable law, applicable
rule of any securities exchange on which the Common Shares are listed or admitted for trading, or to prevent adverse tax or accounting
consequences for the Participant or the Company or any of its Affiliates. For purposes of the foregoing sentence, an amendment to an Award
that results in a change in the tax consequences of the Award to the Participant shall not be considered to be a material impairment of
the rights of the Participant and shall not require the Participant's consent.



 






    


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		16.	General Provisions.



 


		(a)	Non-Guarantee of Employment or Service. Nothing in the Plan or in any Award Agreement thereunder
shall confer any right on an individual to continue in the service of CWHI or any Affiliate or shall interfere in any way with any right
of CWHI or any Affiliate may have to terminate such service at any time with or without cause or notice and whether or not such termination
results in (i) the failure of any Award to vest or become payable; (ii) the forfeiture of any unvested or vested portion of
any Award; and/or (iii) any other adverse effect on the individual's interests under any Award or the Plan. No person, even though
deemed an Eligible Individual, shall have a right to be selected as a Participant, or, having been so selected, to be selected again as
a Participant. To the extent that an Eligible Individual who is an employee of a Subsidiary receives an Award under the Plan, that Award
shall in no event be understood or interpreted to mean that CWHI is the Participant's employer or that the Participant has an employment
relationship with CWHI.



 


		(b)	No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create
a trust or separate fund of any kind or a fiduciary relationship between CWHI and a Participant or any other person. To the extent that
any Participant or other person acquires a right to receive payments from CWHI pursuant to an Award, such right shall be no greater than
the right of any unsecured general creditor of CWHI.



 


		(c)	Status of Awards. Awards shall be special incentive payments to the Participant and shall not be
taken into account in computing the amount of salary or compensation of the Participant for purposes of determining any pension, retirement,
death, severance or other benefit under (a) any pension, retirement, profit-sharing, bonus, insurance, severance or other employee
benefit plan of CWHI or any Affiliate now or hereafter in effect under which the availability or amount of benefits is related to the
level of compensation or (b) any agreement between (i) CWHI or any Affiliate and (ii) the Participant, except as such plan
or agreement shall otherwise expressly provide.



 


		(d)	Subsidiary Employees. In the case of a grant of an Award to an Eligible Individual who provides
services to any Subsidiary, CWHI may, if the Administrator so directs, issue or transfer the Common Shares, if any, covered by the Award
to the Subsidiary, for such lawful consideration as the Administrator may specify, upon the condition or understanding that the Subsidiary
will transfer the Common Shares to the Eligible Individual in accordance with the terms of the Award specified by the Administrator pursuant
to the provisions of the Plan. All Common Shares underlying Awards that are forfeited or canceled after such issue or transfer of shares
to the Subsidiary shall revert to CWHI.



 


		(e)	Governing Law and Interpretation. The validity, construction and effect of the Plan, of Award Agreements
entered into pursuant to the Plan, and of any rules, regulations, determinations or decisions made by the Administrator relating to the
Plan or such Award Agreements, and the rights of any and all persons having or claiming to have any interest therein or thereunder, shall
be determined exclusively in accordance with the laws of British Columbia and the laws of Canada applicable therein without regard to
its conflict of laws principles. The captions of the Plan are not part of the provisions hereof and shall have no force or effect. Except
where the context otherwise requires: (i) the singular includes the plural and vice versa; (ii) a reference to one gender includes
other genders; (iii) a reference to a person includes a natural person, partnership, corporation, association, governmental or local
authority or agency or other entity; and (iv) a reference to a statute, ordinance, code or other law includes regulations and other
instruments under it and consolidations, amendments, re-enactments or replacements of any of them.



 


		(f)	Use of English Language. The Plan, each Award Agreement, and all other documents, notices and legal
proceedings entered into, given or instituted pursuant to an Award shall be written in English, unless otherwise determined by the Administrator.
If a Participant receives an Award Agreement, a copy of the Plan or any other documents related to an Award translated into a language
other than English, and if the meaning of the translated version is different from the English version, the English version shall control.



 






    


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		(g)	Recovery of Amounts Paid. Except as otherwise provided by the Administrator, Awards granted under
the Plan shall be subject to any and all policies, guidelines, codes of conduct, or other agreement or arrangement adopted by the Board
or Compensation Committee with respect to the recoupment, recovery or clawback of compensation (collectively, the "Recoupment
Policy") and/or to any provisions set forth in the applicable Award Agreement under which CWHI may recover from current and former
Participants any amounts paid or Common Shares issued under an Award and any proceeds therefrom under such circumstances as the Administrator
determines appropriate. The Administrator may apply the Recoupment Policy to Awards granted before the policy is adopted to the extent
required by applicable law or rule of any securities exchange or market on which Common Shares are listed or admitted for trading,
as determined by the Administrator in its sole discretion.