Sphere 3D Corp. - Exhibit 4.1 - Filed by newsfilecorp.com






EXHIBIT 4.1 

SPHERE 3D CORP. 
2015 PERFORMANCE INCENTIVE PLAN



1.    PURPOSE OF PLAN 

The purpose of this Sphere 3D Corp.
2015 Performance Incentive Plan (this “Plan”) of Sphere 3D Corp., a
corporation incorporated under the laws of the Province of Ontario (the
“Corporation”), is to promote the success of the Corporation and to
increase shareholder value by providing an additional means through the grant of
awards to attract, motivate, retain and reward selected employees and other
eligible persons.

2.    ELIGIBILITY 

The Administrator (as such term is
defined in Section 3.1) may grant awards under this Plan only to those persons
that the Administrator determines to be Eligible Persons. An “Eligible
Person” is any person who is either: (a) an officer (whether or not a
director) or employee of the Corporation or one of its Subsidiaries; (b) a
director of the Corporation or one of its Subsidiaries; or (c) an individual
consultant or advisor who renders or has rendered bona fide services (other than
services in connection with the offering or sale of securities of the
Corporation or one of its Subsidiaries in a capital-raising transaction or as a
market maker or promoter of securities of the Corporation or one of its
Subsidiaries) to the Corporation or one of its Subsidiaries and who is selected
to participate in this Plan by the Administrator; provided, however, that a
person who is otherwise an Eligible Person under clause (c) above may
participate in this Plan only if such participation would not adversely affect
either the Corporation’s eligibility to use Form S-8 to register under the
Securities Act of 1933, as amended (the “Securities Act”), the offering
and sale of shares issuable under this Plan by the Corporation, the
Corporation's ability to rely on all necessary prospectus and other exemptions
under Canadian securities legislation in a manner satisfactory to the
Corporation, in its sole discretion, or the Corporation’s compliance with any
other applicable laws. An Eligible Person who has been granted an award (a
“participant”) may, if otherwise eligible, be granted additional awards if the
Administrator shall so determine. As used herein, subject to any applicable laws
that may require a different interpretation, “Subsidiary” means any
corporation or other entity a majority of whose outstanding voting stock or
voting power is beneficially owned directly or indirectly by the Corporation;
and “Board” means the Board of Directors of the Corporation.

3.    PLAN ADMINISTRATION


	 	3.1 	
      The Administrator. This Plan shall be
      administered by and all awards under this Plan shall be authorized by the
      Administrator. The “Administrator” means the Board or one or more
      committees appointed by the Board or another committee (within its
      delegated authority and in the manner and on the terms authorized by the
      Board) to administer all or certain aspects of this Plan. Any such
      committee shall be comprised solely of one or more directors or such
      number of directors as may be required under applicable law. A committee
      may delegate some or all of



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      its authority to another committee so constituted, to the
      extent permitted by applicable laws. The Board or a committee comprised
      solely of directors may also delegate, to the extent permitted by
      applicable law, to one or more officers of the Corporation, its powers
      under this Plan (a) to designate the officers and employees of the
      Corporation and its Subsidiaries who will receive grants of awards under
      this Plan, and (b) to determine the number of shares subject to, and the
      other terms and conditions of, such awards. The Board may delegate
      different levels of authority to different committees with administrative
      and grant authority under this Plan. Unless otherwise provided in the
      Bylaws of the Corporation or the applicable charter of any Administrator:
      (a) a majority of the members of the acting Administrator shall constitute
      a quorum, and (b) the vote of a majority of the members present assuming
      the presence of a quorum or the unanimous written consent of the members
      of the Administrator shall constitute action by the acting
      Administrator.

	 	 	 	 
	 		
      With respect to awards intended to satisfy the
      requirements for performance- based compensation under Section 162(m) of
      the Internal Revenue Code of 1986, as amended (the “Code”), this
      Plan shall be administered by a committee consisting solely of two or more
      outside directors (as this requirement is applied under Section 162(m) of
      the Code); provided, however, that the failure to satisfy such requirement
      shall not affect the validity of the action of any committee otherwise
      duly authorized and acting in the matter. Award grants, and transactions
      in or involving awards, intended to be exempt under Rule 16b-3 under the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”),
      must be duly and timely authorized by the Board or a committee consisting
      solely of two or more non-employee directors (as this requirement is
      applied under Rule 16b-3 promulgated under the Exchange Act). To the
      extent required by any applicable listing agency, this Plan shall be
      administered by a committee composed entirely of independent directors
      (within the meaning of the applicable listing agency).

	 	 	 	 
	 	3.2 	
      Powers of the Administrator. Subject to the
      express provisions of this Plan and applicable laws, the Administrator is
      authorized and empowered to do all things necessary or desirable in
      connection with the authorization of awards and the administration of this
      Plan (in the case of a committee or delegation to one or more officers,
      within the authority delegated to that committee or person(s) and in the
      manner and on the terms authorized by the Board), including, without
      limitation, the authority to:

	 	 	 	 
	 		(a) 	
      determine eligibility and, from among those persons
      determined to be eligible, the particular Eligible Persons who will
      receive an award under this Plan;

	 	 	 	 
	 		(b) 	
      grant awards to Eligible Persons, determine the price at
      which securities will be offered or awarded and the number of securities
      to be offered or awarded to any of such persons, determine the other
      specific terms and conditions of such awards consistent with the express
      limits of this Plan, establish the installments (if any) in which such
      awards shall become exercisable or shall vest (which may include, without
      limitation,



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      performance and/or time-based schedules), or determine
      that no delayed exercisability or vesting is required, establish any
      applicable performance targets, determine the extent (if any) to which any
      applicable exercise and vesting requirements have been satisfied, and
      establish the events of termination or reversion of such awards;

	 	 	 
	 	(c) 	
      approve the forms of award agreements (which need not be
      identical either as to type of award or among participants);

	 	 	 
	 	(d) 	
      construe and interpret this Plan and any agreements
      defining the rights and obligations of the Corporation, its Subsidiaries,
      and participants under this Plan, make any and all determinations
      necessary under this Plan and any such agreements, further define the
      terms used in this Plan, and prescribe, amend and rescind rules and
      regulations relating to the administration of this Plan or the awards
      granted under this Plan;

	 	 	 
	 	(e) 	
      cancel, modify, or waive the Corporation’s rights with
      respect to, or modify, discontinue, suspend, or terminate any or all
      outstanding awards, subject to any required consent under Section
      8.6.5;

	 	 	 
	 	(f) 	
      accelerate or extend the vesting or exercisability or
      extend the term of any or all such outstanding awards (in the case of
      options or stock appreciation rights, within the maximum ten-year term of
      such awards) in such circumstances as the Administrator may deem
      appropriate (including, without limitation, in connection with a
      termination of employment or services or other events of a personal
      nature) subject to any required consent under Section 8.6.5;

	 	 	 
	 	(g) 	
      adjust the number of Common Shares subject to any award,
      adjust the price of any or all outstanding awards or otherwise change
      previously imposed terms and conditions, in such circumstances as the
      Administrator may deem appropriate, in each case subject to Sections 4 and
      8.6 (and subject to the no repricing provision below);

	 	 	 
	 	(h) 	
      determine the date of grant of an award, which may be a
      designated date after but not before the date of the Administrator’s
      action (unless otherwise designated by the Administrator, the date of
      grant of an award shall be the date upon which the Administrator took the
      action granting an award);

	 	 	 
	 	(i) 	
      determine whether, and the extent to which, adjustments
      are required pursuant to Section 7 hereof and authorize the termination,
      conversion, substitution or succession of awards upon the occurrence of an
      event of the type described in Section 7;

	 	 	 
	 	(j) 	
      acquire or settle (subject to Sections 7 and 8.6) rights
      under awards in cash, stock of equivalent value, or other consideration
      (subject to the no repricing provision below); and



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	 	(k) 	
      determine the fair market value of the Common Shares or
      awards under this Plan from time to time and/or the manner in which such
      value will be determined.




	 		
      Notwithstanding the foregoing and except for an
      adjustment pursuant to Section 7.1 or a repricing approved by
      shareholders, in no case may the Administrator (1) amend an outstanding
      stock option or SAR to reduce the exercise price or base price of the
      award, (2) cancel, exchange, or surrender an outstanding stock option or
      SAR in exchange for cash or other awards for the purpose of repricing the
      award, or (3) cancel, exchange, or surrender an outstanding stock option
      or SAR in exchange for an option or SAR with an exercise or base price
      that is less than the exercise or base price of the original
  award.

	 	 	 
	 	3.3 	
      Binding Determinations. Any determination
      or other action taken by, or inaction of, the Corporation, any Subsidiary,
      or the Administrator relating or pursuant to this Plan (or any award made
      under this Plan) and within its authority hereunder or under applicable
      law shall be within the absolute discretion of that entity or body and
      shall be conclusive and binding upon all persons. Neither the Board nor
      any Board committee, nor any member thereof or person acting at the
      direction thereof, shall be liable for any act, omission, interpretation,
      construction or determination made in good faith in connection with this
      Plan (or any award made under this Plan), and all such persons shall be
      entitled to indemnification and reimbursement by the Corporation in
      respect of any claim, loss, damage or expense (including, without
      limitation, attorneys’ fees) arising or resulting therefrom to the fullest
      extent permitted by law and/or under any directors and officers liability
      insurance coverage that may be in effect from time to time.

	 	 	 
	 	3.4 	
      Reliance on Experts. In making any
      determination or in taking or not taking any action under this Plan, the
      Administrator may obtain and may rely upon the advice of experts,
      including employees and professional advisors to the Corporation. To the
      fullest extent permitted by law, no director, officer or agent of the
      Corporation or any of its Subsidiaries shall be liable for any such action
      or determination taken or made or omitted in good faith.

	 	 	 
	 	3.5 	
      Delegation. The Administrator may delegate
      ministerial, non-discretionary functions to individuals who are officers
      or employees of the Corporation or any of its Subsidiaries or to third
      parties.



4.    COMMON SHARES SUBJECT TO
THE PLAN; SHARE LIMITS 

	 	4.1 	
      Shares Available. Subject to the provisions
      of Section 7.1, the shares that may be delivered under this Plan shall be
      the Corporation’s authorized but unissued Common Shares. For purposes of
      this Plan, “Common Shares” shall mean the common shares of the
      Corporation and such other securities or property as may become the
      subject of awards under this Plan, or may become subject to such awards,
      pursuant to an adjustment made under Section 7.1.



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	 	4.2 	
      Share Limits. The maximum number of Common
      Shares that may be delivered pursuant to awards granted to Eligible
      Persons under this Plan (the “Share Limit”) is equal to the sum of
      the following:

	 	 	 	 
	 		(1) 	
      7,793,233 Common Shares, plus

	 	 	 	 
	 		(2) 	
      the number of Common Shares available for additional
      award grant purposes under the Corporation’s Second Amended and Restated
      Stock Option Plan (the “Prior Plan”) as of the date of shareholder
      approval of this Plan (the “Shareholder Approval Date”) and
      determined immediately prior to the termination of the authority to grant
      new awards under the Prior Plan as of the Shareholder Approval Date,
      plus

	 	 	 	 
	 		(3) 	
      the number of any Common Shares subject to stock options
      granted under the Prior Plan and outstanding on the Shareholder Approval
      Date which expire, or for any reason are cancelled or terminated, after
      the Shareholder Approval Date without being
exercised.



provided that in no event shall the
Share Limit exceed 11,865,482 shares (which is the sum of the 7,793,233 shares
set forth above, plus the number of shares available under the Prior Plan for
additional award grant purposes as of the Effective Date (as such term is
defined in Section 8.6.1), plus the aggregate number of shares subject to
options previously granted and outstanding under the Prior Plan as of the
Effective Date). 

The following limits also apply with
respect to awards granted under this Plan: 

	 	(a) 	
      The maximum number of Common Shares that may be delivered
      pursuant to options qualified as incentive stock options granted under
      this Plan is 7,793,233 shares.

	 	 	 
	 	(b) 	
      The maximum number of Common Shares subject to those
      options and stock appreciation rights that are granted during any fiscal
      year of the Corporation to any individual under this Plan is 2,000,000
      shares.

	 	 	 
	 	(c) 	
      Additional limits with respect to Performance-Based
      Awards are set forth in Section 5.2.3.




	 		
      Each of the foregoing numerical limits is subject to
      adjustment as contemplated by Section 4.3, Section 7.1, and Section
      8.10.

	 	 	 
	 	4.3 	
      Awards Settled in Cash, Reissue of Awards and
      Shares. Except as provided in the next sentence, shares that are
      subject to or underlie awards granted under this Plan which expire or for
      any reason are cancelled or terminated, are forfeited, fail to vest, or
      for any other reason are not paid or delivered under this Plan shall again
      be available for subsequent awards under this Plan. Shares that are
      exchanged by a participant or withheld by the Corporation as full or
      partial payment in connection with any award granted under this Plan, as
      well as any shares exchanged by a participant or withheld by the
      Corporation or one of its Subsidiaries to satisfy the tax withholding
      obligations related to any award



5





	 		
      granted under this Plan, shall be available for
      subsequent awards under this Plan. To the extent that an award granted
      under this Plan is settled in cash or a form other than Common Shares ,
      the shares that would have been delivered had there been no such cash or
      other settlement shall not be counted against the shares available for
      issuance under this Plan. In the event that Common Shares are delivered in
      respect of a dividend equivalent right granted under this Plan, the number
      of shares actually delivered with respect to the award shall be counted
      against the share limits of this Plan. To the extent that Common Shares
      are delivered pursuant to the exercise of a stock appreciation right or
      stock option granted under this Plan, the number of shares actually
      delivered with respect to the award shall be counted against the share
      limits of this Plan. Refer to Section 8.10 for application of the
      foregoing share limits with respect to assumed awards. The foregoing
      adjustments to the share limits of this Plan are subject to any applicable
      limitations under Section 162(m) of the Code with respect to awards
      intended as performance-based compensation thereunder.

	 	 	 
	 	4.4 	
      Reservation of Shares; No Fractional Shares;
      Minimum Issue. The Corporation shall at all times reserve a number
      of Common Shares sufficient to cover the Corporation’s obligations and
      contingent obligations to deliver shares with respect to awards then
      outstanding under this Plan (exclusive of any dividend equivalent
      obligations to the extent the Corporation has the right to settle such
      rights in cash). No fractional shares shall be delivered under this Plan.
      The Administrator may pay cash in lieu of any fractional shares in
      settlements of awards under this Plan. The Administrator may from time to
      time impose a limit (of not greater than 100 shares) on the minimum number
      of shares that may be purchased or exercised as to awards granted under
      this Plan unless (as to any particular award) the total number purchased
      or exercised is the total number at the time available for purchase or
      exercise under the award.



5.    AWARDS 

	 	5.1 	
      Type and Form of Awards. The Administrator
      shall determine the type or types of award(s) to be made to each selected
      Eligible Person. Awards may be granted singly, in combination or in
      tandem. Awards also may be made in combination or in tandem with, in
      replacement of, as alternatives to, or as the payment form for grants or
      rights under any other employee or compensation plan of the Corporation or
      one of its Subsidiaries. The types of awards that may be granted under
      this Plan are (subject, in each case, to the no repricing provisions of
      Section 3.2):

	 	 	 
	 		
      5.1.1 Stock Options. A stock option
      is the grant of a right to purchase a specified number of Common Shares
      during a specified period as determined by the Administrator. An option
      may be intended as an incentive stock option within the meaning of Section
      422 of the Code (an “ISO”) or a nonqualified stock option (an
      option not intended to be an ISO). The award agreement for an option will
      indicate if the option is intended as an ISO; otherwise it will be deemed
      to be a nonqualified stock option. The maximum term of each option (ISO or
      nonqualified) shall be ten (10) years. The per share exercise price for
      each option shall be not less than 100% of the fair market value of a
      Common Share on the



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date of grant of the option. When an
option is exercised, the exercise price for the shares to be purchased shall be
paid in full in cash or such other method permitted by the Administrator
consistent with Section 5.5. 

5.1.2 Additional
Rules Applicable to ISOs. To the extent that the aggregate fair market
value (determined at the time of grant of the applicable option) of stock with
respect to which ISOs first become exercisable by a participant in any calendar
year exceeds $100,000, taking into account both Common Shares subject to ISOs
under this Plan and stock subject to ISOs under all other plans of the
Corporation or one of its Subsidiaries (or any parent or predecessor corporation
to the extent required by and within the meaning of Section 422 of the Code and
the regulations promulgated thereunder), such options shall be treated as
nonqualified stock options. In reducing the number of options treated as ISOs to
meet the $100,000 limit, the most recently granted options shall be reduced
first. To the extent a reduction of simultaneously granted options is necessary
to meet the $100,000 limit, the Administrator may, in the manner and to the
extent permitted by law, designate which Common Shares are to be treated as
shares acquired pursuant to the exercise of an ISO. ISOs may only be granted to
employees of the Corporation or one of its subsidiaries (for this purpose, the
term “subsidiary” is used as defined in Section 424(f) of the Code, which
generally requires an unbroken chain of ownership of at least 50% of the total
combined voting power of all classes of stock of each subsidiary in the chain
beginning with the Corporation and ending with the subsidiary in question).
There shall be imposed in any award agreement relating to ISOs such other terms
and conditions as from time to time are required in order that the option be an
“incentive stock option” as that term is defined in Section 422 of the Code. No
ISO may be granted to any person who, at the time the option is granted, owns
(or is deemed to own under Section 424(d) of the Code) shares of outstanding
Common Shares possessing more than 10% of the total combined voting power of all
classes of stock of the Corporation, unless the exercise price of such option is
at least 110% of the fair market value of the stock subject to the option and
such option by its terms is not exercisable after the expiration of five years
from the date such option is granted. 5.1.3 Stock
Appreciation Rights. A stock appreciation right or “SAR” is a
right to receive a payment, in cash and/or Common Shares, equal to the excess of
the fair market value of a specified number of Common Shares on the date the SAR
is exercised over the “base price” of the award, which base price shall
be set forth in the applicable award agreement and shall be not less than 100%
of the fair market value of a Common Share on the date of grant of the SAR. The
maximum term of a SAR shall be ten (10) years. 

5.1.4 Other
Awards; Dividend Equivalent Rights. The other types of awards that may
be granted under this Plan include: (a) stock bonuses, restricted stock,
performance stock, stock units, phantom stock or similar rights to purchase or
acquire shares, whether at a fixed or variable price (or no price) or fixed or
variable ratio related to the Common Shares, and any of which may (but need not)
be fully vested at grant or vest upon the passage of time, the occurrence of one
or more events, the satisfaction of performance criteria or other conditions, or
any combination thereof; (b) any similar securities with a value derived from
the value 

7





	 		
      of or related to the Common Shares and/or returns
      thereon; or (c) cash awards. Dividend equivalent rights may be granted as
      a separate award or in connection with another award under this Plan;
      provided, however, that dividend equivalent rights may not be granted in
      connection with a stock option or SAR granted under this Plan. In
      addition, any dividends and/or dividend equivalents as to the unvested
      portion of a restricted stock award that is subject to performance-based
      vesting requirements or the unvested portion of a stock unit award that is
      subject to performance-based vesting requirements will be subject to
      termination and forfeiture to the same extent as the corresponding portion
      of the award to which they relate.

	 	 	
       

	 	5.2 	
      Section 162(m) Performance-Based Awards.
      Without limiting the generality of the foregoing, any of the types of
      awards listed in Section 5.1.4 above may be, and options and SARs granted
      to officers and employees (“Qualifying Options” and “Qualifying
      SARS,” respectively) typically will be, granted as awards intended to
      satisfy the requirements for “performance-based compensation” within the
      meaning of Section 162(m) of the Code (“Performance-Based
      Awards”). The grant, vesting, exercisability or payment of
      Performance-Based Awards may depend (or, in the case of Qualifying Options
      or Qualifying SARs, may also depend) on the degree of achievement of one
      or more performance goals relative to a pre-established targeted level or
      levels using one or more of the Business Criteria set forth below (on an
      absolute or relative (including, without limitation, relative to the
      performance of other companies or upon comparisons of any of the
      indicators of performance relative to other companies) basis) for the
      Corporation on a consolidated basis or for one or more of the
      Corporation’s subsidiaries, segments, divisions or business units, or any
      combination of the foregoing. Any Qualifying Option or Qualifying SAR
      shall be subject only to the requirements of Section 5.2.1 and 5.2.3 in
      order for such award to satisfy the requirements for “performance-based
      compensation” under Section 162(m) of the Code. Any other
      Performance-Based Award shall be subject to all of the following
      provisions of this Section 5.2.

	 	 	
       

	 		
      5.2.1 Class; Administrator.
      The eligible class of persons for Performance- Based Awards under this
      Section 5.2 shall be officers and employees of the Corporation or one of
      its Subsidiaries. The Administrator approving Performance-Based Awards or
      making any certification required pursuant to Section 5.2.4 must be
      constituted as provided in Section 3.1 for awards that are intended as
      performance-based compensation under Section 162(m) of the Code.

	 	 	
       

	 		
      5.2.2 Performance Goals. The
      specific performance goals for Performance- Based Awards (other than
      Qualifying Options and Qualifying SARs) shall be, on an absolute or
      relative basis, established based on one or more of the following business
      criteria (“Business Criteria”) as selected by the Administrator in
      its sole discretion: earnings per share, cash flow (which means cash and
      cash equivalents derived from either net cash flow from operations or net
      cash flow from operations, financing and investing activities), stock
      price, total shareholder return, gross revenue, revenue growth, operating
      income (before or after taxes), net earnings (before or after interest,
      taxes, depreciation and/or amortization), return on equity or on assets or
      on net investment, cost containment or reduction,



8




or any combination thereof. These
terms are used as applied under generally accepted accounting principles or in
the financial reporting of the Corporation or of its Subsidiaries. To qualify
awards as performance-based under Section 162(m), the applicable Business
Criterion (or Business Criteria, as the case may be) and specific performance
goal or goals (“targets”) must be established and approved by the Administrator
during the first 90 days of the performance period (and, in the case of
performance periods of less than one year, in no event after 25% or more of the
performance period has elapsed) and while performance relating to such target(s)
remains substantially uncertain within the meaning of Section 162(m) of the
Code. The terms of the Performance-Based Awards may specify the manner, if any,
in which performance targets shall be adjusted to mitigate the unbudgeted impact
of material, unusual or nonrecurring gains and losses, accounting changes or
other items specified by the Administrator at the time of establishing the
targets. The applicable performance measurement period may not be less than
three months nor more than 10 years. 

5.2.3 Form of
Payment; Maximum Performance-Based Award. Grants or awards under
this Section 5.2 may be paid in cash or Common Shares or any combination
thereof. Grants of Qualifying Options and Qualifying SARs to any one participant
in any one calendar year shall be subject to the limit set forth in Section
4.2(b) . The maximum number of Common Shares which may be subject to
Performance-Based Awards (including Performance-Based Awards payable in Common
Shares and Performance-Based Awards payable in cash where the amount of cash
payable upon or following vesting of the award is determined with reference to
the fair market value of a Common Share at such time) that are granted to any
one participant in any one fiscal year of the Corporation shall not exceed
2,000,000 shares (counting such shares on a one-for-one basis for this
purpose), either individually or in the aggregate, subject to adjustment as
provided in Section 7.1; provided that this limit shall not apply to Qualifying
Options and Qualifying SARs (which are covered by the limit of Section 4.2(b)) .
The aggregate amount of compensation to be paid to any one participant in
respect of all Performance-Based Awards payable only in cash (excluding cash
awards covered by the preceding sentence where the cash payment is determined
with reference to the fair market value of a Common Share upon or following the
vesting of the award) and granted to that participant in any one fiscal year of
the Corporation shall not exceed $5,000,000. Awards that are cancelled during
the year shall be counted against these limits to the extent required by Section
162(m) of the Code. 

5.2.4
Certification of Payment. Before any Performance-Based
Award under this Section 5.2 (other than Qualifying Options and Qualifying SARs)
is paid and to the extent required to qualify the award as performance-based
compensation within the meaning of Section 162(m) of the Code, the Administrator
must certify in writing that the performance target(s) and any other material
terms of the Performance-Based Award were in fact timely satisfied. 

5.2.5 Reservation
of Discretion. Subject to Section 3 hereof and applicable laws,
the Administrator will have the discretion to determine the restrictions or
other limitations of the individual awards granted under this Section 5.2
including 

9





	 		
      the authority to reduce awards, payouts or vesting or to
      pay no awards, in its sole discretion, if the Administrator preserves such
      authority at the time of grant by language to this effect in its
      authorizing resolutions or otherwise.

	 	 	 
	 		
      5.2.6 Expiration of Grant
      Authority. As required pursuant to Section 162(m) of the
      Code and the regulations promulgated thereunder, the Administrator’s
      authority to grant new awards that are intended to qualify as
      performance-based compensation within the meaning of Section 162(m) of the
      Code (other than Qualifying Options and Qualifying SARs) shall terminate
      upon the first meeting of the Corporation’s shareholders that occurs in
      the fifth year following the year in which the Corporation’s shareholders
      first approve this Plan, subject to any subsequent extension that may be
      approved by shareholders.

	 	 	 
	 	5.3 	
      Award Agreements. Each award shall be
      evidenced by either (1) a written award agreement in a form approved by
      the Administrator and executed by the Corporation by an officer duly
      authorized to act on its behalf, or (2) an electronic notice of award
      grant in a form approved by the Administrator and recorded by the
      Corporation (or its designee) in an electronic recordkeeping system used
      for the purpose of tracking award grants under this Plan generally (in
      each case, an “award agreement”), as the Administrator may provide and, in
      each case and if required by the Administrator, executed or otherwise
      electronically accepted by the recipient of the award in such form and
      manner as the Administrator may require. The Administrator may authorize
      any officer of the Corporation (other than the particular award recipient)
      to execute any or all award agreements on behalf of the Corporation. The
      award agreement shall set forth the material terms and conditions of the
      award as established by the Administrator consistent with the express
      limitations of this Plan.

	 	 	 
	 	5.4 	
      Deferrals and Settlements. Payment of
      awards may be in the form of cash, Common Shares, other awards or
      combinations thereof as the Administrator shall determine, and with such
      restrictions as it may impose. The Administrator may also require or
      permit participants to elect to defer the issuance of shares or the
      settlement of awards in cash under such rules and procedures as it may
      establish under this Plan. The Administrator may also provide that
      deferred settlements include the payment or crediting of interest or other
      earnings on the deferral amounts, or the payment or crediting of dividend
      equivalents where the deferred amounts are denominated in
shares.

	 	 	 
	 	5.5 	
      Consideration for Common Shares or Awards.
      The purchase price for any award granted under this Plan or the Common
      Shares to be delivered pursuant to an award, as applicable, may be paid by
      means of any lawful consideration as determined by the Administrator,
      including, without limitation, one or a combination of the following
      methods:




	 	• 	services rendered by the
      recipient of such award; 
	 	  	  
	 	
      • 
	
      cash, check payable to the order of the Corporation, or
      electronic funds transfer; 



10





		• 	
      notice and third party payment in such manner as may be
      authorized by the Administrator; 

	 	  	     
	 	• 	
      the delivery of previously owned Common Shares;


	 	  	     
		• 	
      by a reduction in the number of shares otherwise
      deliverable pursuant to the award; or 

	 	  	     
		• 	
      subject to such procedures as the Administrator may
      adopt, pursuant to a “cashless exercise” with a third party who provides
      financing for the purposes of (or who otherwise facilitates) the purchase
      or exercise of awards. 




	 		
      In no event shall any shares newly-issued by the
      Corporation be issued for less than the minimum lawful consideration for
      such shares or for consideration other than consideration permitted by
      applicable law. Common Shares used to satisfy the exercise price of an
      option shall be valued at their fair market value on the date of exercise.
      The Corporation will not be obligated to deliver any shares unless and
      until it receives full payment of the exercise or purchase price therefor
      and any related withholding obligations under Section 8.5 and any other
      conditions to exercise or purchase have been satisfied. Unless otherwise
      expressly provided in the applicable award agreement, the Administrator
      may at any time eliminate or limit a participant’s ability to pay the
      purchase or exercise price of any award or shares by any method other than
      cash payment to the Corporation. Common Shares delivered pursuant to
      Awards granted under this Plan, when the applicable consideration therefor
      shall have been received by the Corporation, shall be duly issued as fully
      paid and non-assessable.

	 	 	 
	 	5.6 	
      Definition of Fair Market Value. For
      purposes of this Plan, “fair market value” shall mean, unless otherwise
      determined or provided by the Administrator in the circumstances, the
      closing price (in regular trading) for a Common Share on the NASDAQ Stock
      Market (the “Market”) for the date in question or, if no sales of
      Common Shares were reported on the Market on that date, the closing price
      (in regular trading) for a Common Share on the Market for the next
      preceding day on which sales of Common Shares were reported on the Market.
      The Administrator may, however, provide with respect to one or more awards
      that the fair market value shall equal the closing price (in regular
      trading) for a Common Share on the Market on the last trading day
      preceding the date in question or the average of the high and low trading
      prices of a Common Share on the Market for the date in question or the
      most recent trading day. If the Common Shares are no longer listed or are
      no longer actively traded on the Market as of the applicable date, the
      fair market value of the Common Shares shall be the value as reasonably
      determined by the Administrator for purposes of the award in the
      circumstances. The Administrator also may adopt a different methodology
      for determining fair market value with respect to one or more awards if a
      different methodology is necessary or advisable to secure any intended
      favorable tax, legal or other treatment for the particular award(s) (for
      example, and without limitation, the Administrator may provide that fair
      market value for purposes of one or more awards will be based on an
      average of closing prices (or the average of high and low daily trading
      prices) for a specified period preceding the relevant
  date).



11





	 	5.7 	
      Transfer Restrictions.

	 	 	
       

	 		
      5.7.1 Limitations on Exercise and
      Transfer. Unless otherwise expressly provided in (or pursuant to)
      this Section 5.7 or required by applicable law: (a) all awards are
      non-transferable and shall not be subject in any manner to sale, transfer,
      anticipation, alienation, assignment, pledge, encumbrance or charge; (b)
      awards shall be exercised only by the participant; and (c) amounts payable
      or shares issuable pursuant to any award shall be delivered only to (or
      for the account of) the participant.

	 	 	
       

	 		
      5.7.2 Exceptions. The Administrator
      may permit awards to be exercised by and paid to, or otherwise transferred
      to, other persons or entities pursuant to such conditions and procedures,
      including limitations on subsequent transfers, as the Administrator may,
      in its sole discretion, establish in writing. Any permitted transfer shall
      be subject to compliance with applicable federal, provincial and state
      securities laws and shall not be for value (other than nominal
      consideration, settlement of marital property rights, or for interests in
      an entity in which more than 50% of the voting interests are held by the
      Eligible Person or by the Eligible Person’s family members).

	 	 	
       

	 		
      5.7.3 Further Exceptions to Limits on
      Transfer. The exercise and transfer restrictions in Section 5.7.1
      shall not apply to:




	 	(a) 	
      transfers to the Corporation (for example, in connection
      with the expiration or termination of the award),

	 	 	 
	 	(b) 	
      the designation of a beneficiary to receive benefits in
      the event of the participant’s death or, if the participant has died,
      transfers to or exercise by the participant’s beneficiary, or, in the
      absence of a validly designated beneficiary or if such designation cannot
      be validly made, transfers by will or the laws of descent and
      distribution,

	 	 	 
	 	(c) 	
      subject to any applicable limitations on ISOs, transfers
      to a family member (or former family member) pursuant to a domestic
      relations order if approved or ratified by the Administrator,

	 	 	 
	 	(d) 	
      if the participant has suffered a disability, permitted
      transfers or exercises on behalf of the participant by his or her legal
      representative, or

	 	 	 
	 	(e) 	
      the authorization by the Administrator of “cashless
      exercise” procedures with third parties who provide financing for the
      purpose of (or who otherwise facilitate) the exercise of awards consistent
      with applicable laws and the express authorization of the
      Administrator.




	 	5.8 	
      International Awards. One or more awards
      may be granted to Eligible Persons who provide services to the Corporation
      or one of its Subsidiaries outside of the United States. Any awards
      granted to such persons may be granted pursuant to the terms and
      conditions of any applicable sub-plans, if any, appended to this Plan and
      approved by the Administrator. The awards so granted need not comply with
      other specific terms of this Plan, provided that shareholder approval of
      any



12




deviation from the specific terms of
this Plan is not required by applicable law or any applicable listing agency.


6.    EFFECT OF TERMINATION OF
EMPLOYMENT OR SERVICE ON AWARDS 

	 	6.1 	
      General. The Administrator shall establish
      the effect of a termination of employment or service on the rights and
      benefits under each award under this Plan and in so doing may make
      distinctions based upon, inter alia, the cause of termination and type of
      award. If the participant is not an employee of the Corporation or one of
      its Subsidiaries and provides other services to the Corporation or one of
      its Subsidiaries, the Administrator shall be the sole judge for purposes
      of this Plan (unless a contract or the award otherwise provides) of
      whether the participant continues to render services to the Corporation or
      one of its Subsidiaries and the date, if any, upon which such services
      shall be deemed to have terminated.

	 	 	 
	 	6.2 	
      Events Not Deemed Terminations of Service.
      Unless the express policy of the Corporation or one of its Subsidiaries,
      or the Administrator, otherwise provides, or except as otherwise required
      by applicable law, the employment relationship shall not be considered
      terminated in the case of (a) sick leave, (b) military leave, or (c) any
      other leave of absence authorized by the Corporation or one of its
      Subsidiaries, or the Administrator; provided that, unless reemployment
      upon the expiration of such leave is guaranteed by contract or law or the
      Administrator otherwise provides, such leave is for a period of not more
      than three months. In the case of any employee of the Corporation or one
      of its Subsidiaries on an approved leave of absence, continued vesting of
      the award while on leave from the employ of the Corporation or one of its
      Subsidiaries may be suspended until the employee returns to service,
      unless the Administrator otherwise provides or applicable law otherwise
      requires. In no event shall an award be exercised after the expiration of
      the term set forth in the applicable award agreement.

	 	 	 
	 	6.3 	
      Effect of Change of Subsidiary Status. For
      purposes of this Plan and any award, if an entity ceases to be a
      Subsidiary of the Corporation a termination of employment or service shall
      be deemed to have occurred with respect to each Eligible Person in respect
      of such Subsidiary who does not continue as an Eligible Person in respect
      of the Corporation or another Subsidiary that continues as such after
      giving effect to the transaction or other event giving rise to the change
      in status unless the Subsidiary that is sold, spun-off or otherwise
      divested (or its successor or a direct or indirect parent of such
      Subsidiary or successor) assumes the Eligible Person’s award(s) in
      connection with such transaction.



7.    ADJUSTMENTS; ACCELERATION


	 	7.1 	
      Adjustments. Subject to Section 7.2, upon
      (or, as may be necessary to effect the adjustment, immediately prior to):
      any reclassification, recapitalization, stock split (including a stock
      split in the form of a stock dividend) or reverse stock split; any merger,
      amalgamation, combination, consolidation, conversion or other
      reorganization; any spin-off, split-up, or similar extraordinary dividend
      distribution in respect of the Common Shares; or any exchange of
    Common



13





	 		
      Shares or other securities of the Corporation, or any
      similar, unusual or extraordinary corporate transaction in respect of the
      Common Shares; then the Administrator shall equitably and proportionately
      adjust (1) the number and type of Common Shares (or other securities) that
      thereafter may be made the subject of awards (including the specific share
      limits, maximums and numbers of shares set forth elsewhere in this Plan),
      (2) the number, amount and type of Common Shares (or other securities or
      property) subject to any outstanding awards, (3) the grant, purchase, or
      exercise price (which term includes the base price of any SAR or similar
      right) of any outstanding awards, and/or (4) the securities, cash or other
      property deliverable upon exercise or payment of any outstanding awards,
      in each case to the extent necessary to preserve (but not increase) the
      level of incentives intended by this Plan and the then-outstanding
      awards.

	 	 	 
	 		
      Unless otherwise expressly provided in the applicable
      award agreement, upon (or, as may be necessary to effect the adjustment,
      immediately prior to) any event or transaction described in the preceding
      paragraph or a sale of all or substantially all of the business or assets
      of the Corporation as an entirety, the Administrator shall equitably and
      proportionately adjust the performance standards applicable to any
      then-outstanding performance-based awards to the extent necessary to
      preserve (but not increase) the level of incentives intended by this Plan
      and the then- outstanding performance-based awards.

	 	 	 
	 		
      It is intended that, if possible, any adjustments
      contemplated by the preceding two paragraphs be made in a manner that
      satisfies applicable Canadian and U.S. legal, tax (including, without
      limitation and as applicable in the circumstances, Section 424 of the
      Code, Section 409A of the Code and Section 162(m) of the Code) and
      accounting (so as to not trigger any charge to earnings with respect to
      such adjustment) requirements.

	 	 	 
	 		
      Without limiting the generality of Section 3.3, any good
      faith determination by the Administrator as to whether an adjustment is
      required in the circumstances pursuant to this Section 7.1, and the extent
      and nature of any such adjustment, shall be conclusive and binding on all
      persons.

	 	 	 
	 	7.2 	
      Corporate Transactions - Assumption and Termination
      of Awards. Upon the occurrence of any of the following: any
      recapitalization, merger, amalgamation, combination, consolidation,
      conversion or other reorganization in connection with which the
      Corporation does not survive (or does not survive as a public company in
      respect of its Common Shares); any exchange of Common Shares or other
      securities of the Corporation in connection with which the Corporation
      does not survive (or does not survive as a public company in respect of
      its Common Shares); a sale of all or substantially all the business, stock
      or assets of the Corporation in connection with which the Corporation does
      not survive (or does not survive as a public company in respect of its
      Common Shares); a dissolution of the Corporation; or any other event in
      which the Corporation does not survive (or does not survive as a public
      company in respect of its Common Shares); then the Administrator may make
      provision for a cash payment in settlement of, or for the termination,
      assumption, substitution or exchange of any or all outstanding share-based
      awards or the cash, securities or property deliverable to the holder
    of



14





	 		
      any or all outstanding share-based awards, based upon, to
      the extent relevant under the circumstances, the distribution or
      consideration payable to holders of the Common Shares upon or in respect
      of such event. Upon the occurrence of any event described in the preceding
      sentence, then, unless the Administrator has made a provision for the
      substitution, assumption, exchange or other continuation or settlement of
      the award or the award would otherwise continue in accordance with its
      terms in the circumstances: (1) unless otherwise provided in the
      applicable award agreement, each then-outstanding option and SAR shall
      become fully vested, all shares of restricted stock then outstanding shall
      fully vest free of restrictions, and each other award granted under this
      Plan that is then outstanding shall become payable to the holder of such
      award; and (2) each award shall terminate upon the related event; provided
      that the holder of an option or SAR shall be given reasonable advance
      notice of the impending termination and a reasonable opportunity to
      exercise his or her outstanding vested options and SARs (after giving
      effect to any accelerated vesting required in the circumstances) in
      accordance with their terms before the termination of such awards (except
      that in no case shall more than ten days’ notice of the impending
      termination be required and any acceleration of vesting and any exercise
      of any portion of an award that is so accelerated may be made contingent
      upon the actual occurrence of the event).

	 	 	 
	 		
      Without limiting the preceding paragraph, in connection
      with any event referred to in the preceding paragraph or any change in
      control event defined in any applicable award agreement, the Administrator
      may, in its discretion, provide for the accelerated vesting of any award
      or awards as and to the extent determined by the Administrator in the
      circumstances.

	 	 	 
	 		
      The Administrator may adopt such valuation methodologies
      for outstanding awards as it deems reasonable in the event of a cash or
      property settlement and, in the case of options, SARs or similar rights,
      but without limitation on other methodologies, may base such settlement
      solely upon the excess if any of the per share amount payable upon or in
      respect of such event over the exercise or base price of the
  award.

	 	 	 
	 		
      In any of the events referred to in this Section 7.2, the
      Administrator may take such action contemplated by this Section 7.2 prior
      to such event (as opposed to on the occurrence of such event) to the
      extent that the Administrator deems the action necessary to permit the
      participant to realize the benefits intended to be conveyed with respect
      to the underlying shares. Without limiting the generality of the
      foregoing, the Administrator may deem an acceleration and/or termination
      to occur immediately prior to the applicable event and, in such
      circumstances, will reinstate the original terms of the award if an event
      giving rise to an acceleration and/or termination does not
occur.

	 	 	 
	 		
      Without limiting the generality of Section 3.3, any good
      faith determination by the Administrator pursuant to its authority under
      this Section 7.2 shall be conclusive and binding on all persons.

	 	 	 
	 	7.3 	
      Other Acceleration Rules. The Administrator
      may override the provisions of Section 7.2 by express provision in the
      award agreement and may accord any



15




Eligible Person a right to refuse any
acceleration, whether pursuant to the award agreement or otherwise, in such
circumstances as the Administrator may approve. The portion of any ISO
accelerated in connection with an event referred to in Section 7.2 (or such
other circumstances as may trigger accelerated vesting of the award) shall
remain exercisable as an ISO only to the extent the applicable $100,000
limitation on ISOs is not exceeded. To the extent exceeded, the accelerated
portion of the option shall be exercisable as a nonqualified stock option under
the Code. 

8.    OTHER PROVISIONS 

	 	8.1 	
      Compliance with Laws. This Plan, the
      granting and vesting of awards under this Plan, the offer, issuance and
      delivery of Common Shares, and/or the payment of money under this Plan or
      under awards are subject to compliance with all applicable federal,
      provincial, state, local and foreign laws, rules and regulations
      (including but not limited to provincial, state and federal securities law
      and federal margin requirements) and to such approvals by any listing,
      regulatory or governmental authority as may, in the opinion of counsel for
      the Corporation, be necessary or advisable in connection therewith. The
      person acquiring any securities under this Plan will, if requested by the
      Corporation or one of its Subsidiaries, provide such assurances and
      representations to the Corporation or one of its Subsidiaries as the
      Administrator may deem necessary or desirable to assure compliance with
      all applicable legal and accounting requirements.

	 	 	 
	 	8.2 	
      No Rights to Award. No person shall have
      any claim or rights to be granted an award (or additional awards, as the
      case may be) under this Plan, subject to any express contractual rights
      (set forth in a document other than this Plan) to the contrary.

	 	 	 
	 	8.3 	
      No Employment/Service Contract. Nothing
      contained in this Plan (or in any other documents under this Plan or in
      any award) shall confer upon any Eligible Person or other participant any
      right to continue in the employ or other service of the Corporation or one
      of its Subsidiaries, constitute any contract or agreement of employment or
      other service or affect an employee’s status as an employee at will, nor
      shall interfere in any way with the right of the Corporation or one of its
      Subsidiaries to change a person’s compensation or other benefits, or to
      terminate his or her employment or other service, with or without cause.
      Nothing in this Section 8.3, however, is intended to adversely affect any
      express independent right of such person under a separate employment or
      service contract other than an award agreement.

	 	 	 
	 	8.4 	
      Plan Not Funded. Awards payable under this
      Plan shall be payable in shares or from the general assets of the
      Corporation, and no special or separate reserve, fund or deposit shall be
      made to assure payment of such awards. No participant, beneficiary or
      other person shall have any right, title or interest in any fund or in any
      specific asset (including Common Shares, except as expressly otherwise
      provided) of the Corporation or one of its Subsidiaries by reason of any
      award hereunder. Neither the provisions of this Plan (or of any related
      documents), nor the creation or adoption of this Plan, nor any action
      taken pursuant to the



16





	 		
      provisions of this Plan shall create, or be construed to
      create, a trust of any kind or a fiduciary relationship between the
      Corporation or one of its Subsidiaries and any participant, beneficiary or
      other person. To the extent that a participant, beneficiary or other
      person acquires a right to receive payment pursuant to any award
      hereunder, such right shall be no greater than the right of any unsecured
      general creditor of the Corporation.

	 	 	 	 
	 	8.5 	
      Tax Withholding. Upon any exercise,
      vesting, or payment of any award, or upon the disposition of Common Shares
      acquired pursuant to the exercise of an ISO prior to satisfaction of the
      holding period requirements of Section 422 of the Code, or upon any other
      tax withholding event with respect to any award, arrangements satisfactory
      to the Corporation shall be made to provide for any taxes the Corporation
      or any of its Subsidiaries may be required to withhold with respect to
      such award event or payment. Such arrangements may include (but are not
      limited to) any one of (or a combination of) the following:

	 	 	 	 
	 		(a) 	
      The Corporation or one of its Subsidiaries shall have the
      right to require the participant (or the participant’s personal
      representative or beneficiary, as the case may be) to pay or provide for
      payment of at least the minimum amount of any taxes which the Corporation
      or one of its Subsidiaries may be required to withhold with respect to
      such award event or payment.

	 	 	 	 
	 		(b) 	
      The Corporation or one of its Subsidiaries shall have the
      right to deduct from any amount otherwise payable in cash (whether related
      to the award or otherwise) to the participant (or the participant’s
      personal representative or beneficiary, as the case may be) the minimum
      amount of any taxes which the Corporation or one of its Subsidiaries may
      be required to withhold with respect to such award event or
  payment.

	 	 	 	 
	 		(c) 	
      In any case where a tax is required to be withheld in
      connection with the delivery of Common Shares under this Plan, the
      Administrator may in its sole discretion (subject to Section 8.1) require
      or grant (either at the time of the award or thereafter) to the
      participant the right to elect, pursuant to such rules and subject to such
      conditions as the Administrator may establish, that the Corporation reduce
      the number of shares to be delivered by (or otherwise reacquire) the
      appropriate number of shares, valued in a consistent manner at their fair
      market value or at the sales price in accordance with authorized
      procedures for cashless exercises, necessary to satisfy the minimum
      applicable withholding obligation on exercise, vesting or payment. In no
      event shall the shares withheld exceed the minimum whole number of shares
      required for tax withholding under applicable
law.




	 	8.6 	
      Effective Date, Termination and Suspension,
      Amendments.

	 	 	 
	 		
      8.6.1 Effective Date. This Plan is
      effective as of May 15, 2015, the date of its approval by the Board (the
      “Effective Date”). This Plan shall be submitted for and subject to
      shareholder approval no later than twelve months after the Effective Date.
      Unless earlier terminated by the Board, this Plan shall
  terminate



17





	 		
      at the close of business on the day before the tenth
      anniversary of the Effective Date. After the termination of this Plan
      either upon such stated expiration date or its earlier termination by the
      Board, no additional awards may be granted under this Plan, but previously
      granted awards (and the authority of the Administrator with respect
      thereto, including the authority to amend such awards) shall remain
      outstanding in accordance with their applicable terms and conditions and
      the terms and conditions of this Plan.

	 	 	
       

	 		
      8.6.2 Board Authorization. The Board
      may, at any time, terminate or, from time to time, amend, modify or
      suspend this Plan, in whole or in part. No awards may be granted during
      any period that the Board suspends this Plan.

	 	 	
       

	 		
      8.6.3 Shareholder Approval. To the
      extent then required by applicable law or any applicable listing agency or
      required under Sections 162, 422 or 424 of the Code to preserve the
      intended tax consequences of this Plan, or deemed necessary or advisable
      by the Board, any amendment to this Plan shall be subject to shareholder
      approval.

	 	 	
       

	 		
      8.6.4 Amendments to Awards. Without
      limiting any other express authority of the Administrator under (but
      subject to) the express limits of this Plan, the Administrator by
      agreement or resolution may waive conditions of or limitations on awards
      to participants that the Administrator in the prior exercise of its
      discretion has imposed, without the consent of a participant, and (subject
      to the requirements of Sections 3.2 and 8.6.5) may make other changes to
      the terms and conditions of awards. Any amendment or other action that
      would constitute a repricing of an award is subject to the limitations set
      forth in Section 3.2.

	 	 	
       

	 		
      8.6.5 Limitations on Amendments to Plan and
      Awards. No amendment, suspension or termination of this Plan or
      amendment of any outstanding award agreement shall, without written
      consent of the participant, affect in any manner materially adverse to the
      participant any rights or benefits of the participant or obligations of
      the Corporation under any award granted under this Plan prior to the
      effective date of such change. Changes, settlements and other actions
      contemplated by Section 7 shall not be deemed to constitute changes or
      amendments for purposes of this Section 8.6.

	 	 	
       

	 	8.7 	
      Privileges of Stock Ownership. Except as
      otherwise expressly authorized by the Administrator, a participant shall
      not be entitled to any privilege of stock ownership as to any Common
      Shares not actually delivered to and held of record by the participant.
      Except as expressly required by Section 7.1 or otherwise expressly
      provided by the Administrator, no adjustment will be made for dividends or
      other rights as a shareholder for which a record date is prior to such
      date of delivery.

	 	 	
       

	 	8.8 	
      Governing Law; Construction;
      Severability.

	 	 	
       

	 		
      8.8.1 Choice of Law. This Plan, the
      awards, all documents evidencing awards and all other related documents
      shall be governed by, and construed in accordance



18




with the laws of the state of
California and the federal laws of the United States of America applicable
thereto without recourse to their conflict of laws rules. 

8.8.2
Severability. If a court of competent jurisdiction holds any
provision invalid and unenforceable, the remaining provisions of this Plan shall
continue in effect. 

8.8.3 Plan
Construction. 

	 	(a) 	
      Rule 16b-3. It is the intent of the Corporation
      that the awards and transactions permitted by awards be interpreted in a
      manner that, in the case of participants who are or may be subject to
      Section 16 of the Exchange Act, qualify, to the maximum extent compatible
      with the express terms of the award, for exemption from matching liability
      under Rule 16b-3 promulgated under the Exchange Act. Notwithstanding the
      foregoing, the Corporation shall have no liability to any participant for
      Section 16 consequences of awards or events under awards if an award or
      event does not so qualify.

	 	 	 
	 	(b) 	
      Section 162(m). Awards under Section 5.1.4 to
      persons described in Section 5.2 that are either granted or become vested,
      exercisable or payable based on attainment of one or more performance
      goals related to the Business Criteria, as well as Qualifying Options and
      Qualifying SARs granted to persons described in Section 5.2, that are
      approved by a committee composed solely of two or more outside directors
      (as this requirement is applied under Section 162(m) of the Code) shall be
      deemed to be intended as performance-based compensation within the meaning
      of Section 162(m) of the Code unless such committee provides otherwise at
      the time of grant of the award. It is the further intent of the
      Corporation that (to the extent the Corporation or one of its Subsidiaries
      or awards under this Plan may be or become subject to limitations on
      deductibility under Section 162(m) of the Code) any such awards and any
      other Performance-Based Awards under Section 5.2 that are granted to or
      held by a person subject to Section 162(m) will qualify as
      performance-based compensation or otherwise be exempt from deductibility
      limitations under Section 162(m).




	 	8.9 	
      Captions. Captions and headings are given
      to the sections and subsections of this Plan solely as a convenience to
      facilitate reference. Such headings shall not be deemed in any way
      material or relevant to the construction or interpretation of this Plan or
      any provision thereof.

	 	 	 
	 	8.10 	
      Stock-Based Awards in Substitution for Stock
      Options or Awards Granted by Other Corporation. Awards may be
      granted to Eligible Persons in substitution for or in connection with an
      assumption of employee stock options, SARs, restricted stock or other
      stock-based awards granted by other entities to persons who are or who
      will become Eligible Persons in respect of the Corporation or
  one



19





	 		
      of its Subsidiaries, in connection with a distribution,
      merger or other reorganization by or with the granting entity or an
      affiliated entity, or the acquisition by the Corporation or one of its
      Subsidiaries, directly or indirectly, of all or a substantial part of the
      stock or assets of the employing entity. The awards so granted need not
      comply with other specific terms of this Plan, provided the awards reflect
      only adjustments giving effect to the assumption or substitution
      consistent with the conversion applicable to the Common Shares in the
      transaction and any change in the issuer of the security. Any shares that
      are delivered and any awards that are granted by, or become obligations
      of, the Corporation, as a result of the assumption by the Corporation of,
      or in substitution for, outstanding awards previously granted by an
      acquired company (or previously granted by a predecessor employer (or
      direct or indirect parent thereof) in the case of persons that become
      employed by the Corporation or one of its Subsidiaries in connection with
      a business or asset acquisition or similar transaction) shall not be
      counted against the Share Limit or other limits on the number of shares
      available for issuance under this Plan.

	 	 	 
	 	8.11 	
      Non-Exclusivity of Plan. Nothing in this
      Plan shall limit or be deemed to limit the authority of the Board or the
      Administrator to grant awards or authorize any other compensation, with or
      without reference to the Common Shares, under any other plan or
      authority.

	 	 	 
	 	8.12 	
      No Corporate Action Restriction. The
      existence of this Plan, the award agreements and the awards granted
      hereunder shall not limit, affect or restrict in any way the right or
      power of the Corporation or any Subsidiary (or any of their respective
      shareholders, boards of directors or committees thereof, as the case may
      be) to make or authorize: (a) any adjustment, recapitalization,
      reorganization or other change in the capital structure or business of the
      Corporation or any Subsidiary, (b) any merger, amalgamation, consolidation
      or change in the ownership of the Corporation or any Subsidiary, (c) any
      issue of bonds, debentures, capital, preferred or prior preference stock
      ahead of or affecting the capital stock (or the rights thereof) of the
      Corporation or any Subsidiary, (d) any dissolution or liquidation of the
      Corporation or any Subsidiary, (e) any sale or transfer of all or any part
      of the assets or business of the Corporation or any Subsidiary, or (f) any
      other corporate act or proceeding by the Corporation or any Subsidiary. No
      participant, beneficiary or any other person shall have any claim under
      any award or award agreement against any member of the Board or the
      Administrator, or the Corporation or any employees, officers or agents of
      the Corporation or any Subsidiary, as a result of any such
  action.

	 	 	 
	 	8.13 	
      Other Company Benefit and Compensation
      Programs. Payments and other benefits received by a participant
      under an award made pursuant to this Plan shall not be deemed a part of a
      participant’s compensation for purposes of the determination of benefits
      under any other employee welfare or benefit plans or arrangements, if any,
      provided by the Corporation or any Subsidiary, except where the
      Administrator expressly otherwise provides or authorizes in writing.
      Awards under this Plan may be made in addition to, in combination with, as
      alternatives to or in payment of grants, awards or commitments under any
      other plans or arrangements of the Corporation or its
  Subsidiaries.



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	 	8.14 	
      Clawback Policy. The awards granted under
      this Plan are subject to the terms of the Corporation’s recoupment,
      clawback or similar policy as it may be in effect from time to time, as
      well as any similar provisions of applicable law, any of which could in
      certain circumstances require repayment or forfeiture of awards or any
      Common Shares or other cash or property received with respect to the
      awards (including any value received from a disposition of the shares
      acquired upon payment of the awards).



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