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NOVACOPPER INC.

|                                    
|------------------------------------
|2012 NON-EMPLOYEE DIRECTORS DEFERRED
|SHARE UNIT PLAN                     
|                                    

EFFECTIVE NOVEMBER 29, 2012

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NOVACOPPER INC.

2012 NON-EMPLOYEE DIRECTORS DEFERRED SHARE UNIT PLAN

|1.  | PURPOSE OF THE PLAN                                                                                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                       
|1.1 | This Plan has been established by the Corporation to
      promote the interests of the Corporation by attracting and retaining
      qualified persons to serve on the Board and to promote a greater alignment
      of long term interests between such Participants and the shareholders of
      the Corporation.
|    |                                                                                                                                                                                                                                                                                                                       
|2.  | PLAN DEFINITIONS AND INTERPRETATIONS                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                       
|    | In this Plan, the following terms have the following
      meanings:                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                       
|    | (a)                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                       
|    | (b)                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                       
|    | (c)                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                       
|    | (d)                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                       
|    | (e)                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                       
|    | (f)                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                       
|    | (g)                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                       
|    | (h)                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                       
|    | (i)                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                       
|    | (j)                                                                                                                                                                                                                                                                                                                   

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- 2 -

| | (k) | Notice of Redemptionmeans written notice, on a
      prescribed form, by the Participant, or the administrator or liquidator of
      the estate of the Participant, to the Corporation of the Participants
      wish to redeem his or her Deferred Share Units.                                                                                                                                                                                                                                                                                                                                                                     
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (l) | Participantmeans a director of the Corporation
      who is designated by the Committee as eligible to participate in the
      Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (m) | Planmeans this 2012 Non-Employee Directors
      Deferred Share Unit Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (n) | Redemption Datemeans the date that a Notice of
      Redemption is received by the Corporation; provided in the case of a U.S.
      Eligible Participant, however, the Redemption Date will be made the
      earlier of (i) separation from service within the meaning of Section
      409A of the Code, or (ii) within 90 days of the U.S. Eligible
      Participants death.                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (o) | Reorganizationmeans any (i) capital
      reorganization, (ii) merger, (iii) amalgamation, or (iv) arrangement or
      other scheme of reorganization.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (p) | Section 409A means Section 409A of the U.S.
      Internal Revenue Code of 1986, as amended, and the Treasury
      Regulations promulgated thereunder as in effect from time to
  time.                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (q) | Security Based Compensation Arrangement has the
      meaning defined in the provisions of the TSX Company Manual relating to
      security based compensation arrangements.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (r) | Share Pricemeans the closing price of a Common
      Share on the Toronto Stock Exchange averaged over the five (5) consecutive
      trading days immediately preceding (a) in the case of a Grant, the last
      day of the fiscal quarter preceding the date of Grant in respect of a
      director, or (b) in the case of a redemption, the Redemption Date, as
      applicable, or in the event such shares are not traded on the Toronto
      Stock Exchange, the fair market value of such shares as determined by the
      Committee acting in good faith.                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (s) | Termination Datemeans the date of a
      Participants death, or retirement from, or loss of office or employment
      with the Corporation, within the meaning of paragraph 6801(d) of the
      regulations under the Income Tax Act(Canada), including the
      Participants resignation, retirement, removal from the Board, death or
      otherwise.                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (t) | U.S. Eligible Participant refers to a
      Participant who, at any time during the period from the date Deferred
      Share Units are granted to the Participant to the date such Deferred Share
      Units are redeemed by the Participant, is subject to income taxation in
      the United States on the income received for his or her services as a
      director of the Corporation and who is not otherwise exempt from U.S.
      income taxation under the relevant provisions of the U.S. Internal
      Revenue Code of 1986, as amended, or the Canada-U.S. Income Tax
      Convention, as amended from time to time.

|3.  | NON-EMPLOYEE DIRECTOR COMPENSATION         
|--- | -------------------------------------------
|    |                                            
|3.1 | Establishment of Annual Base
  Compensation

An annual compensation amount
(the "Annual Base Compensation") payable to non-employee Directors
(hereafter "Directors") of the Corporation shall be established from
time-to-time by the Board. The amount of Annual Base Compensation will be
reported annually in the Corporations management information circular.

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|3.2 | Payment of Annual Base Compensation
|--- | -----------------------------------
|    |                                    
|    | (a)                                
|    |                                    
|    | (b)                                
|    |                                    
|    | (c)                                
|    |                                    
|    | (d)                                
|    |                                    
|3.3 | Additional Deferred Share
Units    

In addition to DSUs granted
pursuant to Section 3.2, the Board may award such number of DSUs to a
Participant as the Board deems advisable to provide the Participant with
appropriate equity-based compensation for the services he or she renders to the
Corporation. The Board shall determine the date on which such DSUs may be
granted and the date as of which such DSUs shall be credited to a Participants
Account. The Corporation and a Participant who receives an award of DSUs
pursuant to this Section 3.3 shall enter into a DSU award agreement to evidence
the award and the terms applicable thereto.

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|4.  | ADMINISTRATION OF DSU ACCOUNTS
|--- | ------------------------------
|    |                               
|4.1 | Administration of Plan        

The Committee shall have the
power, where consistent with the general purpose and intent of the Plan and
subject to the specific provisions of the Plan:

| | (a) | to establish policies and to adopt rules and regulations
      for carrying out the purposes, provisions and administration of the Plan
      and to amend and rescind such rules and regulations from time to
    time;                             
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                      
| | (b) | to interpret and construe the Plan and to determine all
      questions arising out of the Plan and any such interpretation,
      construction or determination made by the Committee shall be final,
      binding and conclusive for all purposes;
| |     |                                                                                                                                                                                                                                                      
| | (c) | to prescribe the form of the instruments used in
      conjunction with the Plan; and                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                      
| | (d) | to determine which members of the Board are eligible to
      participate in the Plan.                                                                                                                                                               

|4.2 | Redemption of Deferred Share
  Units
|--- | ------------------------------------

| | (a) | Each Participant shall be entitled to redeem his or her
      Deferred Share Units during the period commencing on the business day
      immediately following the Termination Date and ending on the 90thday following the Termination Date by providing a written Notice of
      Redemption to the Corporation. In the event of death of a Participant, the
      Notice of Redemption shall be filed by the legal representative of the
      Participant. In the case of a U.S. Eligible Participant, however, the
      redemption will be deemed to be made the earlier of (i) separation from
      service within the meaning of Section 409A, or (ii) within 90 days of the
      U.S. Eligible Participants death.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (b) | Upon redemption, the Participant shall be entitled to
      receive, and the Corporation shall issue or
provide:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

| | (i)   | subject to shareholder approval of this Plan and the
      limitations set forth in Section 6.2 below, a number of Common Shares
      issued from treasury equal to the number of DSUs in the Participants
      Account, subject to any applicable deductions and withholdings;                                                                                                
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                   
| | (ii)  | subject to and in accordance with any Applicable Law, a
      number of Common Shares purchased by an independent administrator of the
      Plan in the open market for the purposes of providing Common Shares to
      Participants under the Plan equal in number to the DSUs in the
      Participants Account, subject to any applicable deductions and
      withholdings;
| |       |                                                                                                                                                                                                                                                                                                                                                                                   
| | (iii) | the payment of a cash amount to a Participant equal to
      the number of DSUs multiplied by the Share Price, subject to any
      applicable deductions and withholdings; or                                                                                                                                                                                                    
| |       |                                                                                                                                                                                                                                                                                                                                                                                   
| | (iv)  | any combination of the foregoing,                                                                                                                                                                                                                                                                                                                                                 

as determined by the Corporation, in
its sole discretion.

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- 5 -

|4.3 | Payment Notwithstanding
|--- | -----------------------

Notwithstanding any other
provision of this Plan, all amounts payable to, or in respect of, a Participant
hereunder shall be paid on or before December 31 of the calendar year commencing
immediately after the Participants Termination Date.

|5.  | ALTERATION OF NUMBER OF SHARES SUBJECT TO THE
      PLAN
|--- | --------------------------------------------------------
|    |                                                         
|5.1 | Subdivisions or
Consolidations                          

In the event that the Common
Shares shall be subdivided or consolidated into a different number of Common
Shares or a distribution shall be declared upon the Common Shares payable in
Common Shares, the number of DSUs then recorded in the Directors Account shall
be adjusted by replacing such number by a number equal to the number of Common
Shares which would be held by the Director immediately after the distribution,
subdivision or consolidation, should the Director have held a number of Common
Shares equal to the number of DSUs recorded in the Directors Account on the
record date fixed for such distribution, subdivision or consolidation.

|5.2 | Reorganizations
|--- | ---------------

In the event there shall be any
change, other than as specified in Section 5.1, in the number or kind of
outstanding Common Shares or of any shares or other securities into which such
Common Shares shall have been changed or for which they shall have been
exchanged, pursuant to a Reorganization or otherwise, then there shall be
substituted for each Common Share referred to in the Plan or for each share into
which such Common Share shall have been so changed or exchanged, the kind of
securities into which each outstanding Common Share shall be so changed or
exchanged and an equitable adjustment shall be made, if required, in the number
of DSUs then recorded in the Directors Account, such adjustment, if any, to be
reasonably determined by the Committee and to be effective and binding for all
purposes.

|5.3 | Adjustments
|--- | -----------

In the case of any such
substitution, change or adjustment as provided for in this Section 5, the
variation shall generally require that the number of DSUs then recorded in the
Directors Account prior to such substitution, change or adjustment will be
proportionately and appropriately varied.

|6.  | RESTRICTIONS ON ISSUANCES
|--- | -------------------------
|    |                          
|6.1 | Maximum Number of DSUs   

DSUs may be granted by the Corporation
in accordance with this Plan provided the aggregate number of DSUs outstanding
pursuant to the Plan from time to time shall not exceed 2% of the number of
issued and outstanding Common Shares from time to time.

|6.2 | Insider Participation
Limits
|--- | ----------------------------

The maximum number of Common Shares
issuable to Insiders pursuant to Section 4.2(b)(i) of the Plan, together with
any Common Shares issuable pursuant to any other Security Based Compensation
Arrangement, at any time, shall not exceed 10% of the total number of
outstanding Common Shares. The maximum number of Common Shares issued to
Insiders pursuant to Section 4.2(b)(i) of the Plan, together with any Common
Shares issued pursuant to any other Security Based Compensation Arrangement,
within any one year period, shall not exceed 10% of the total number of
outstanding Common Shares.

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|7.  | AMENDMENT, SUSPENSION OR TERMINATION OF THE
      PLAN
|--- | ------------------------------------------------------
|    |                                                       
|7.1 | Amendment to the Plan                                 

Until such time as the
Corporation receives shareholder approval of the issuances from treasury
contemplated in Section 4.2(b)(i), the Plan may be amended, suspended or
terminated at any time by the Board in whole or in part. No amendment of the
Plan shall, without the consent of the Participants affected by the amendment,
or unless required by Applicable Law, adversely affect the rights accrued to
such Participants with respect to DSUs granted prior to the date of the
amendment.

Following shareholder approval of
any issuances from treasury as contemplated in Section 4.2(b)(i), the Board may
at any time, and from time to time, and without shareholder approval, amend any
provision of the Plan, subject to any regulatory or stock exchange requirement
at the time of such amendment, including, without limitation:

| | (b) | for the purposes of making formal minor or technical
      modifications to any of the provisions of the Plan including amendments of
      a clerical or housekeeping nature;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                   
| | (c) | to correct any ambiguity, defective provision, error or
      omission in the provisions of the Plan;                                                                             
| |     |                                                                                                                                                                                   
| | (d) | amendments to the termination provisions of Section
      7.2;                                                                                                                    
| |     |                                                                                                                                                                                   
| | (e) | amendments necessary or advisable because of any change
      in applicable securities laws;                                                                                      
| |     |                                                                                                                                                                                   
| | (f) | amendments to the transferability of Deferred Share Units
      provided for in Section 8.10;                                                                                     
| |     |                                                                                                                                                                                   
| | (g) | amendments to Section 4.1 relating to the administration
      of the Plan; and                                                                                                   
| |     |                                                                                                                                                                                   
| | (h) | any other amendment, fundamental or otherwise, not
      requiring shareholder approval under applicable laws or the rules of the
      Toronto Stock Exchange;                   

provided, however, that:

| | (i) | no such amendment of the Plan may be made without the
      consent of each affected Participant in the Plan if such amendment would
      adversely affect the rights of such affected Participant(s) under the
      Plan; and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                 
| | (j) | shareholder approval shall be obtained in accordance with
      the requirements of the Toronto Stock Exchange for any
amendment:                                                                                               
| |     |                                                                                                                                                                                                                                 
| |     | (i)                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                 
| |     | (ii)                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                 
| |     | (iii)                                                                                                                                                                                                                           

|7.2 | Plan Termination
|--- | ----------------

The Committee may decide to
discontinue granting awards under the Plan at any time in which case no further
Deferred Share Units shall be awarded or credited under the Plan. Any Deferred
Share Units which remain outstanding in a Participants Account at that time
shall continue to be dealt with according to the terms of the Plan. The Plan
shall terminate when all payments owing pursuant to Section 4.2 of the Plan have been made and all Deferred Share Units
have been cancelled in all Participants Accounts

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|8.  | GENERAL PROVISIONS
|--- | ------------------
|    |                   
|8.1 | Withholding       

The Corporation may withhold from
any amount payable to a Participant, either under this Plan, or otherwise, such
amount as may be necessary so as to ensure that the Corporation will be able to
comply with the applicable provisions of any federal, provincial, state or local
law relating to the withholding of tax or other required deductions, including
on the amount, if any, includable in the income of a Participant. The
Corporation shall also have the right in its discretion to satisfy any such
withholding tax liability by retaining, acquiring or selling on behalf of a
Participant any Common Shares which would otherwise be issued or provided to a
Participant hereunder.

|8.2 | Assignability
|--- | -------------

No right to receive payment of
DSUs and other benefits under the Plan shall be transferable or assignable by a
Participant except by will or laws of descent and distribution.

|8.3 | Unfunded Plan
|--- | -------------

Unless otherwise determined by
the Committee, the Plan shall be unfunded. To the extent any Participant or his
or her estate holds any rights by virtue of a grant of Deferred Share Units
under the Plan, such rights (unless otherwise determined by the Committee) shall
be no greater than the rights of an unsecured creditor of the Corporation.

|8.4 | Final Determination
|--- | -------------------

Any determination or decision by
or opinion of the Committee made or held pursuant to the terms of the Plan shall
be final, conclusive and binding on all parties concerned. All rights,
entitlements and obligations of Participants under the Plan are set forth in the
terms of the Plan and cannot be modified by any other documents, statements or
communications, except by Plan amendments referred to in Section 7.1 of the
Plan.

|8.5 | No Right to Employment
|--- | ----------------------

Participation in the Plan shall
not be construed to give any Participant a right to be retained as a Director.

|8.6 | No Other Benefit
|--- | ----------------

No amount will be paid to, or in
respect of, a Participant under the Plan to compensate for a downward
fluctuation in the price of Common Shares nor will any other form of benefit be
conferred upon, or in respect of, a Participant for such purpose.

|8.7 | No Shareholder Rights
|--- | ---------------------

Under no circumstances shall
Deferred Share Units be considered Common Shares nor shall they entitle any
Participant to exercise voting rights or any other rights attaching to the
ownership of Common Shares nor shall any Participant be considered the owner of
Common Shares by virtue of the award of Deferred Share Units.

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- 8 -

|8.8 | Reorganization of the
Corporation
|--- | ---------------------------------

The existence of any Deferred
Share Units shall not affect in any way the right or power of the Corporation or
its shareholders to make or authorize any adjustment, recapitalization,
reorganization or other change in the Corporations capital structure or its
business, or any amalgamation, combination, merger or consolidation involving
the Corporation or to create or issue any bonds, debentures, shares or other
securities of the Corporation or the rights and conditions attaching thereto or
to affect the dissolution or liquidation of the Corporation or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar nature or otherwise.

|8.9 | Successors and Assigns
|--- | ----------------------

The Plan shall be binding on all successors and assigns of the
Corporation.

|8.10 | General Restrictions and
  Assignment
|---- | -------------------------------------

Except as required by law, the
rights of a Participant under the Plan are not capable of being anticipated,
assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or
charged and are not capable of being subject to attachment or legal process for
the payment of any debts or obligations of the Participant.

|8.11 | Section 409A
|---- | ------------

It is intended that the
provisions of this Plan comply with Section 409A, and all provisions of this
Plan shall be construed and interpreted in a manner consistent with the
requirements for avoiding taxes or penalties under Section 409A. Notwithstanding
anything in the Plan to the contrary, the following will apply with respect to
the rights and benefits of U.S. Eligible Participants under the Plan:

| | (a) | Except as permitted under Section 409A, any deferred
      compensation (within the meaning of Section 409A) payable to or for the
      benefit of a U.S. Eligible Participant may not be reduced by, or offset
      against, any amount owing by the U.S. Eligible Participant to the
      Corporation or any of its affiliates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (b) | If a U.S. Eligible Participant becomes entitled to
      receive payment in respect of any Deferred Share Units as a result of his
      or her separation from service (within the meaning of Section 409A), and
      the U.S Eligible Participant is a specified employee (within the meaning
      of Section 409A) at the time of his or her separation from service, and
      the Committee makes a good faith determination that (i) all or a portion
      of the Deferred Share Units constitute deferred compensation (within the
      meaning of Section 409A) and (ii) any such deferred compensation that
      would otherwise be payable during the six-month period following such
      separation from service is required to be delayed pursuant to the
      six-month delay rule set forth in Section 409A in order to avoid taxes or
      penalties under Section 409A, then payment of such deferred compensation
      shall not be made to the U.S Eligible Participant before the date which is
      six months after the date of his or her separation from service (and shall
      be paid in a single lump sum on the first day of the seventh month
      following the date of such separation from service) or, if earlier, the
      U.S Eligible Participants date of death.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (c) | A U.S. Eligible Participants status as a specified
      employee shall be determined by the Corporation as required by Section
      409A on a basis consistent with the regulations under Section 409A and
      such basis for determination will be consistently applied to all plans,
      programs, contracts, agreements, etc. maintained by the Corporation that
      are subject to Section 409A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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- 9 -

| | (d) | Each U.S Eligible Participant, any beneficiary or the U.S
      Eligible Participants estate, as the case may be, is solely responsible
      and liable for the satisfaction of all taxes and penalties that may be
      imposed on or for the account of such U.S Eligible Participant in
      connection with this Plan (including any taxes and penalties under Section
      409A), and neither the Corporation nor any affiliate shall have any
      obligation to indemnify or otherwise hold such U.S Eligible Participant or
      beneficiary or the U.S Eligible Participants estate harmless from any or
      all of such taxes or penalties.                                                                                                                 
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (f) | In the event that the Committee determines that any
      amounts payable hereunder will be taxable to a Participant under Section
      409A prior to payment to such Participant of such amount, the Corporation
      may (i) adopt such amendments to the Plan and Deferred Share Units and
      appropriate policies and procedures, including amendments and policies
      with retroactive effect, that the Committee determines necessary or
      appropriate to preserve the intended tax treatment of the benefits
      provided by the Plan and Deferred Share Units hereunder and/or (ii) take
      such other actions as the Committee determines necessary or appropriate to
      avoid or limit the imposition of an additional tax under Section
    409A.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (g) | In the event the Corporation terminates the Plan in
      accordance with Section 7, the time and manner of payment of amounts that
      are subject to 409A will be made in accordance with the rules under 409A.
      The Plan will not be terminated except as permitted under
  409A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

|8.12 | Forfeiture Provision
|---- | --------------------

If a Participant is subject to
tax under the Income Tax Act(Canada) and also is a U.S. Eligible
Participant with respect to DSUs, the following special rules regarding
forfeiture of such Share Units will apply if the Participants DSUs are subject
to Section 409A. For greater clarity, these forfeiture provisions are intended
to avoid adverse tax consequences under Section 409A and/or under paragraph
6801(d) of the regulations under the Income Tax Act(Canada), that may
result because of the different requirements as to the time of settlement of
Share Units with respect to a Participants separation from service (within
the meaning of Section 409A) (Separation From Service) and his
retirement or loss of office (under tax laws of Canada). If a Participant
otherwise would be entitled to payment of DSUs in any of the following
circumstances, such DSUs shall instead be immediately and irrevocably forfeited
(for greater certainty, without any compensation therefore):

| | (a) | a Participant experiences a Separation From Service as a
      result of a permanent decrease in the level of services provided to less
      than 20% of his past service in circumstances that do not constitute a
      retirement from, or loss of office or employment with, the Corporation or
      an affiliate thereof, within the meaning of paragraph 6801(d) of the
      regulations under the Income Tax Act(Canada); or
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (b) | a Participant experiences a Separation From Service upon
      ceasing to be a director while continuing to provide services as an
      employee in circumstances that do not constitute a retirement from, or
      loss of office or employment with, the Corporation or an affiliate
      thereof, within the meaning of paragraph 6801(d) of the regulations under
      the Income Tax Act(Canada); or                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (c) | a Participant experiences a serious disability that
      continues for more than 29 months in circumstances that constitute a
      Separation from Service and do not constitute a retirement from, or loss
      of office or employment with, the Corporation or an affiliate thereof,
      within the meaning of paragraph 6801(d) of the regulations under the
      Income Tax Act(Canada); or                                

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- 10 -

| | (d) | a Participant experiences a retirement from, or loss of
      office or employment with, the Corporation or an affiliate thereof, within
      the meaning of paragraph 6801(d) of the regulations under the Income
      Tax Act(Canada) by virtue of ceasing employment as both an employee
      and as a director, but he continues to provide services as an independent
      contractor such that he has not experienced a Separation From
    Service.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|8.13 | Interpretation
|---- | --------------

In this text, words importing the
singular meaning shall include the plural and vice versa, and words importing
the masculine shall include the feminine and neuter genders.

|8.14 | Governing Law
|---- | -------------

The validity, construction and
effect of the Plan and any actions taken or relating to the Plan shall be
governed by the laws of the Province of British Columbia and the federal laws of
Canada applicable therein.

|8.15 | Severability
|---- | ------------

The invalidity or
unenforceability of any provision of the Plan shall not affect the validity or
enforceability of any other provision and any invalid or unenforceable provision
shall be severed from the Plan.

|8.16 | Effective Date
|---- | --------------

The effective date of this Plan shall
be November 29, 2012.

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