Exhibit 10.1


 


CPI
CARD GROUP INC.

OMNIBUS INCENTIVE PLAN

(as amended and restated effective May 27, 2021)


 


Section 1.              General.


 


The name of the Plan is the CPI Card Group Inc.
Omnibus Incentive Plan, as amended and restated (the “Plan”). The Plan intends to: (i) encourage the profitability
and growth of the Company through short-term and long-term incentives that are consistent with the Company’s objectives; (ii) give
Participants an incentive for excellence in individual performance; (iii) promote teamwork among Participants; and
(iv) give the Company a significant advantage in attracting and retaining key Employees, Directors and Consultants. To accomplish
such purposes, the Plan provides that the Company may grant Options, Stock Appreciation Rights, Restricted Shares, Restricted Stock Units,
Performance-Based Awards (including performance-based Restricted Shares and Restricted Stock Units), Other Share-Based Awards, Other Cash-Based
Awards or any combination of the foregoing.


 


Section 2.              Definitions.


 


For
purposes of the Plan, the following terms shall be defined as set forth below:


 


(a)            “Administrator”
means the Board, or, if and to the extent the Board does not administer the Plan, the Committee appointed by the Board to administer the
Plan in accordance with Section 3 of the Plan.


 


(b)            “Affiliate”
means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control
with, the Person specified. An entity shall be deemed an Affiliate of the Company for purposes of this definition only for such periods
as the requisite ownership or control relationship is maintained.


 


(c)            “Articles
of Incorporation” means the articles of incorporation of the Company, as may be amended and/or restated from time to time.


 


(d)            “Award”
means any Option, Stock Appreciation Right, Restricted Share, Restricted Stock Unit, Performance-Based Award, Other Share- Based Award
or Other Cash-Based Award granted under the Plan.


 


(e)            “Award
Agreement” means any written agreement, contract or other instrument or document evidencing an Award.


 


(f)            “Bylaws”
means the bylaws of the Company, as may be amended and/or restated from time to time.


 


(g)            “Beneficial
Owner” (or any variant thereof) has the meaning defined in Rule 13d-3 under the Exchange Act.


 


(h)            “Board”
means the Board of Directors of the Company.


 


(i)            “Cause”
shall have the meaning assigned to such term in any individual employment, severance, or similar agreement or Award Agreement with the
Participant or, if no such agreement exists or the agreement does not define “Cause,” Cause means (i) the refusal
or neglect of the Participant to perform substantially his or her employment-related duties, (ii) the Participant’s
personal dishonesty, incompetence, willful misconduct or breach of fiduciary duty, (iii) the Participant’s commission,
conviction of or entering a plea of guilty or nolo contendere to a crime constituting a felony or his or her willful violation
of any applicable law (other than a traffic violation or other offense or violation outside of the course of employment which in no way
adversely affects the Company and its Subsidiaries or their reputation or the ability of the Participant to perform his or her employment-related
duties or to represent the Company or any Subsidiary of the Company that employs such Participant), (iv) the Participant’s
failure to reasonably cooperate, following a request to do so by the Company, in any internal or governmental investigation of the Company
or any of its Subsidiaries or (v) the Participant’s material breach of any written covenant or agreement with the Company
or any of its Subsidiaries not to disclose any information pertaining to the Company or such Subsidiary or not to compete or interfere
with the Company or such Subsidiary.


 






    


     


    

 


(j)            “Change
in Capitalization” means any (i) merger, consolidation, reclassification, recapitalization, spin-off, spin-out,
repurchase or other reorganization or corporate transaction or event, (ii) extraordinary dividend (whether in the form of
cash, Common Stock or other property), stock split or reverse stock split, (iii) combination or exchange of shares, (iv) other
change in corporate structure or (v) payment of any other distribution, which, in any such case, the Administrator determines,
in its sole discretion, affects the Shares such that an adjustment pursuant to Section 5 of the Plan is appropriate.


 


(k)            “Change
in Control” shall be deemed to have occurred if an event set forth in any one of the following paragraphs shall have occurred
following the Effective Date:


 


(i)            any
Person, other than (A) Tricor Pacific Capital Partners (Fund IV), LP, a British Columbia limited partnership and Tricor Pacific
Capital Partners (Fund IV) US, LP, a Delaware limited partnership, and their respective Affiliates and successors, or (B) the
Company or a trustee or other fiduciary holding securities under an employee benefit plan of the Company, is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of
the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction
described in clause (A) of paragraph (iii) below or any acquisition directly from the Company; or


 


(ii)           the
following individuals cease for any reason to constitute a majority of the number of Directors then serving on the Board: individuals
who, during any period of two (2) consecutive years, constitute the Board and any new Director (other than a Director whose initial
assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation,
relating to the election of Directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s
shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the Directors then still in office who either were
Directors at the beginning of the two (2) year period or whose appointment, election or nomination for election was previously so
approved or recommended; or


 


(iii)          there
is consummated a merger or consolidation of the Company or any Subsidiary thereof with any other corporation, other than a merger or consolidation
(A) that results in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the combined
voting power of the voting securities of the Company (or such surviving entity) outstanding immediately after such merger or consolidation,
and (B) immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a
majority of the Board of the entity surviving such merger or consolidation or, if the Company or the entity surviving such merger is then
a subsidiary, the ultimate parent thereof; or


 


(iv)          there
is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other
than (A) a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least
fifty percent (50%) of the combined voting power of the voting securities of which are owned by shareholders of the Company following
the completion of such transaction in substantially the same proportions as their ownership of the Company immediately prior to such sale
or (B) a sale or disposition of all or substantially all of the Company’s assets immediately
following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors
of the entity to which such assets are sold or disposed or, if such entity is a subsidiary, the ultimate parent thereof.


 


For each Award that constitutes deferred compensation
under Code Section 409A, a Change in Control shall be deemed to have occurred under the Plan with respect to such Award only if a
change in the ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company
shall also be deemed to have occurred under Code Section 409A.


 






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Notwithstanding the foregoing, a “Change
in Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions
immediately following which the holders of Common Stock immediately prior to such transaction or series of transactions continue to have
substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately
following such transaction or series of transactions.


 


(l)             “Change
in Control Price” shall have the meaning set forth in Section 12 of the Plan.


 


(m)           “Code”
means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto. Any reference in the Plan to any section
of the Code shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor
provisions to such section, regulations or guidance.


 


(n)           “Committee”
means any committee or subcommittee the Board may appoint to administer the Plan. Subject to the discretion of the Board, the Committee
shall be composed entirely of individuals who meet the qualifications of a “non-employee director” within the meaning of Rule 16b-3
under the Exchange Act and any other qualifications required by the applicable stock exchange on which the Common Stock is traded. If
at any time or to any extent the Board shall not administer the Plan, then the functions of the Administrator specified in the Plan shall
be exercised by the Committee. Except as otherwise provided in the Company’s Articles of Incorporation or Bylaws, any action of
the Committee with respect to the administration of the Plan shall be taken by a majority vote at a meeting at which a quorum is duly
constituted or unanimous written consent of the Committee’s members.


 


(o)           “Common
Stock” means the common stock, par value $0.001 per share, of the Company.


 


(p)           “Company”
means CPI Card Group Inc., a Delaware corporation (or any successor corporation, except as the term “Company” is used in the
definition of “Change in Control” above).


 


(q)           “Consultant”
means, solely with respect to Canadian residents, a person, other than an Employee, Executive Officer or non-employee Director, that:
(i) is engaged to provide services to the Company or an Affiliate thereof, other than services provided in relation to a distribution,
for an initial, renewable or extended period of twelve months or more; (ii) provides the services under a written contract
with the Company or an Affiliate thereof; and (iii) spends or will spend a significant amount of time and attention on
the affairs and business of the Company or an Affiliate thereof, and includes: (1) for an individual Consultant, a corporation
of which the individual Consultant is an employee or shareholder, and a partnership of which the individual Consultant is an employee
or partner; and (2) for a Consultant that is not an individual, an employee, executive officer or director of the Consultant,
provided that the individual employee, executive officer, or director spends a significant amount of time and attention on the affairs
and business of the Company or an Affiliate thereof.


 


Notwithstanding the foregoing, and solely with
respect to non-Canadian residents, “Consultant” means any consultant or independent contractor of the Company or an
Affiliate thereof, in each case, who is not an Employee, Executive Officer or non-employee Director.


 


(r)            “Disability”
shall have the meaning assigned to such term in any individual employment, severance, or similar agreement or Award Agreement with the
Participant or, if no such agreement exists or the agreement does not define “Disability,” Disability means, with respect
to any Participant, that such Participant (i) is unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period
of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which
can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income
replacement benefits for a period of not less than three (3) months under an accident and health plan covering Employees of the Company
or an Affiliate thereof.


 


(s)            “Director”
means any individual who is a member of the Board on or after the Effective Date.


 


(t)            “Effective
Date” shall have the meaning set forth in Section 19 of the Plan.


 






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(u)           “Eligible
Recipient” means: (i) an Employee; (ii) a non-employee Director; or (iii) a Consultant,
in each case, who has been selected as an eligible recipient under the Plan by the Administrator. Notwithstanding the foregoing, to the
extent required to avoid the imposition of additional taxes under Code Section 409A, “Eligible Recipient” means:
an (1) Employee; (2) a non-employee Director; or (3) a Consultant, in each case, of the
Company or a Subsidiary thereof, who has been selected as an eligible recipient under the Plan by the Administrator.


 


(v)            “Employee”
shall mean an employee of the Company or an Affiliate thereof, as described in Treasury Regulation Section 1.421-1(h), including
an Executive Officer or Director who is also treated as an employee.


 


(w)           “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time.


 


(x)           “Executive
Officer” means each Participant who is an executive officer (within the meaning of Rule 3b-7 under the Exchange Act) of
the Company.


 


(y)           “Exercise
Price” means, with respect to any Award under which the holder may purchase Shares, the price per share at which a holder of
such Award granted hereunder may purchase Shares issuable upon exercise of such Award.


 


(z)            “Fair
Market Value” as of a particular date shall mean: (i) if the Common Stock is admitted to trading on a national securities
exchange, the fair market value of a Share on any date shall be the closing sale price reported for such share on such exchange on such
date or, if no sale was reported on such date, on the last day preceding such date on which a sale was reported; (ii) if
the Shares are not then listed on a national securities exchange, the average of the highest reported bid and lowest reported asked prices
for the Shares as reported by the National Association of Securities Dealers, Inc. Automated Quotations System for the last preceding
date on which there was a sale of such stock in such market; or (iii) if the Shares are not then listed on a national
securities exchange or traded in an over-the-counter market or the value of such Shares is not otherwise determinable, such value as determined
by the Committee in good faith and in a manner not inconsistent with Code Section 409A.


 


(aa)          “Free
Standing Rights” shall have the meaning set forth in Section 8(a) of the Plan.


 


(bb)         “Incentive
Stock Option” means an Option that is intended to satisfy the requirements applicable to an “incentive stock option”
described in Code Section 422.


 


(cc)          “Insider”
means an insider of the Company as defined in the TSX Company Manual for the purpose of security-based compensation arrangements.


 


(dd)         “Nonqualified
Stock Option” means an Option that is not intended to be an Incentive Stock Option.


 


(ee)          “Option”
means an option to purchase Shares granted pursuant to Section 7 of the Plan.


 


(ff)           “Other
Cash-Based Award” means a cash Award granted to a Participant under Section 11 of the Plan, including cash awarded as a
bonus or upon the attainment of Performance Goals or otherwise as permitted under the Plan.


 


(gg)         “Other
Share-Based Award” means a right or other interest granted to a Participant under the Plan that may be denominated or payable
in, valued in whole or in part by reference to, or otherwise based on or related to, Common Stock, including, but not limited to, unrestricted
Shares or dividend equivalents, each of which may be subject to the attainment of Performance Goals or a period of continued employment
or other terms or conditions as permitted under the Plan.


 


(hh)         “Original
Effective Date” shall have the meaning set forth in Section 19 of the Plan.


 


(ii)            “Participant”
means any Eligible Recipient selected by the Administrator, pursuant to the Administrator’s authority provided for in Section 3
of the Plan, to receive grants of Options, Stock Appreciation Rights, Restricted Shares, Restricted Stock Units, Other Share-Based Awards,
Other Cash-Based Awards or any combination of the foregoing, and, upon his or her death, his or her successors, heirs, executors and administrators,
as the case may be, solely with respect to any Awards outstanding at the date of the Eligible Recipient’s death.


 






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(jj)            “Performance-Based
Award” means any Award granted under the Plan that is subject to one or more Performance Goals.


 


(kk)          “Performance
Goals” means performance goals that may be used to determine the grant, vesting or payment of an Award under the Plan and which
may be based on one or more of the following criteria: (i) earnings before interest and taxes; (ii) earnings
before interest, taxes, depreciation and amortization; (iii) net operating profit after tax; (iv) cash
flow; (v) revenue; (vi) net revenues; (vii) sales; (viii) days sales
outstanding; (ix) scrap rates; (x) income; (xi) net income; (xii) operating
income; (xiii) net operating income; (xiv) operating margin; (xv) earnings; (xvi) earnings
per share; (xvii) return on equity; (xviii) return on investment; (xix) return on capital;
(xx) return on assets; (xxi) return on net assets; (xxii) total shareholder return;
(xxiii) economic profit; (xxiv) market share; (xxv) appreciation in the fair market value,
book value or other measure of value of the Company’s Common Stock; (xxvi) expense or cost control; (xxvii) working
capital; (xxviii) volume or production; (xxix) new products; (xxx) customer satisfaction;
(xxxi) brand development; (xxxii) employee retention or employee turnover; (xxxiii) employee
satisfaction or engagement; (xxxiv) environmental, health or other safety goals; (xxxv) individual performance;
(xxxvi) strategic objective milestones; (xxxvii) days inventory outstanding; (xxxviii) any
combination of, or, as applicable, a specified increase or decrease in, any of the foregoing or (xxxix) any other goal selected by
the Committee, whether or not listed herein. Where applicable, the Performance Goals may be expressed in terms of attaining a specified
level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied
to one or more of the Company or an Affiliate thereof, or a division or strategic business unit of the Company, or may be applied to the
performance of the Company relative to a market index, a group of other companies or a combination thereof, all as determined by the Committee.
The Performance Goals may include a threshold level of performance below which no payment shall be made (or no vesting shall occur), levels
of performance at which specified payments shall be made (or specified vesting shall occur), and a maximum level of performance above
which no additional payment shall be made (or at which full vesting shall occur). In establishing a Performance Goal or determining
the achievement of a Performance Goal, the Committee may provide that achievement of the applicable Performance Goals may be amended or
adjusted to include or exclude components of any Performance Goal, including, without limitation, foreign exchange gains and losses, asset
write-downs, acquisitions and divestitures, change in fiscal year, unbudgeted capital expenditures, special charges such as restructuring
or impairment charges, debt refinancing costs, extraordinary or noncash items, unusual, infrequently occurring, nonrecurring or one-time
events affecting the Company or its financial statements or changes in law or accounting principles. Performance Goals shall be subject
to such other special rules and conditions as the Committee may establish at any time.


 


(ll)            “Person”
shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (i) the Company or any Subsidiary thereof, (ii) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any Subsidiary thereof, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the
shareholders of the Company in substantially the same proportions as their ownership of stock of the Company.


 


(mm)        “Prior
Plan” means the CPI Holdings, I, Inc. Amended and Restated 2007 Stock Option Plan, as amended from time to time.


 


(nn)         “Related
Rights” shall have the meaning set forth in Section 8(a) of the Plan.


 


(oo)         “Restricted
Shares” means an Award of Shares granted pursuant to Section 9 of the Plan subject to certain restrictions that lapse at
the end of a specified period or periods.


 


(pp)         “Restricted
Stock Unit” means a notional account established pursuant to an Award granted to a Participant, as described in Section 10
of the Plan, that is (i) valued solely by reference to Shares, (ii) subject to restrictions specified in the Award
Agreement, and (iii) payable in cash or in Shares (as specified in the Award Agreement). The Restricted Stock Units awarded
to the Participant will vest according to the time-based criteria or Performance Goals criteria specified in the Award Agreement.


 


(qq)         “Restricted
Period” means the period of time determined by the Administrator during which an Award or a portion thereof is subject to restrictions
or, as applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned.


 






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(rr)           “Retirement”
means a termination of a Participant’s employment, other than for Cause and other than by reason of death or Disability, on or after
the attainment of age 65.


 


(ss)          “Rule 16b-3”
shall have the meaning set forth in Section 3(a) of the Plan.


 


(tt)           “Shares”
means shares of Common Stock reserved for issuance under the Plan, as adjusted pursuant to the Plan, and any successor (pursuant to a
merger, consolidation or other reorganization) security.


 


(uu)         “Stock
Appreciation Right” means the right pursuant to an Award granted under Section 8 of the Plan to receive an amount equal
to the excess, if any, of (i) the aggregate Fair Market Value, as of the date such Award or portion thereof is surrendered,
of the Shares covered by such Award or such portion thereof, over (ii) the aggregate Exercise Price of such Award or such
portion thereof.


 


(vv)         “Subsidiary”
means, with respect to any Person, as of any date of determination, any other Person as to which such first Person owns or otherwise controls,
directly or indirectly, more than fifty percent (50%) of the voting shares or other similar interests or a sole general partner interest
or managing member or similar interest of such other Person. An entity shall be deemed a Subsidiary of the Company for purposes of this
definition only for such periods as the requisite ownership or control relationship is maintained. Notwithstanding the foregoing, in the
case of an Incentive Stock Option or any determination relating to an Incentive Stock Option, “Subsidiary” means a
corporation that is a subsidiary of the Company within the meaning of Code Section 424(f).


 


Section 3.              Administration.


 


(a)            The
Plan shall be administered by the Administrator and shall be administered in accordance with the requirements of the TSX Company Manual
and Rule 16b-3 under the Exchange Act (“Rule 16b-3”), in each case, to the extent applicable.


 


(b)            Pursuant
to the terms of the Plan, the Administrator, subject, in the case of any Committee, to any restrictions on the authority delegated to
it by the Board, shall have the power and authority, without limitation:


 


(i)            to
select those Eligible Recipients who shall be Participants;


 


(ii)           to
determine whether and to what extent Options, Stock Appreciation Rights, Restricted Shares, Restricted Stock Units, Other Share-Based
Awards, Other Cash-Based Awards or a combination of any of the foregoing, are to be granted hereunder to Participants;


 


(iii)          to
determine the number of Shares to be covered by each Award granted hereunder;


 


(iv)          to
determine the terms and conditions, not inconsistent with the terms of the Plan, of each Award granted hereunder, including, but not limited
to, (A) the restrictions applicable to Restricted Shares and Restricted Stock Units and the conditions under which restrictions
applicable to such Restricted Shares and Restricted Stock Units shall lapse, (B) the Performance Goals and periods applicable
to Awards, if any, (C) the Exercise Price of each Award, (D) the vesting schedule applicable to each Award, (E) the
number of Shares subject to each Award and (F) subject to the requirements of Code Section 409A (to the extent applicable),
any amendments to the terms and conditions of outstanding Awards, including, but not limited to, extending the exercise period of such
Awards and accelerating the vesting schedule of such Awards;


 


(v)           to
determine the terms and conditions, not inconsistent with the terms of the Plan, which shall govern all written instruments evidencing
Options, Stock Appreciation Rights, Restricted Shares, Restricted Stock Units or Other Share-Based Awards, Other Cash- Based Awards or
any combination of the foregoing granted hereunder;


 






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(vi)          to
determine the Fair Market Value;


 


(vii)         to
determine the duration and purpose of leaves of absence which may be granted to a Participant without constituting termination of the
Participant’s employment for purposes of Awards granted under the Plan;


 


(viii)        to
adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable;


 


(ix)           to
reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan, any Award Agreement or other instrument
or agreement relating to the Plan or an Award granted under the Plan; and


 


(x)            to
construe and interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award Agreement relating thereto),
and to otherwise supervise the administration of the Plan and to exercise all powers and authorities either specifically granted under
the Plan or necessary and advisable in the administration of the Plan.


 


(c)            All
decisions made by the Administrator pursuant to the provisions of the Plan shall be final, conclusive and binding on all persons, including
the Company and the Participants. No member of the Board or the Committee, or any officer or employee of the Company or any Subsidiary
thereof acting on behalf of the Board or the Committee, shall be personally liable for any action, omission, determination, or interpretation
taken or made in good faith with respect to the Plan, and all members of the Board or the Committee and each and any officer or employee
of the Company and of any Subsidiary thereof acting on their behalf shall, to the maximum extent permitted by law, be fully indemnified
and protected by the Company in respect of any such action, omission, determination or interpretation.


 


Section 4.              Shares Reserved
for Issuance Under the Plan.


 


(a)            Subject
to Section 5 of the Plan, the number of Shares that are reserved and available for issuance pursuant to Awards granted under the
Plan is the sum of (i) one million and two hundred thousand (1,200,000) Shares, consisting of eight hundred thousand (800,000) Shares
originally reserved under the Plan as of the Original Effective Date and four hundred thousand (400,000)
additional Shares originally reserved under the Plan as of September 25, 2017 , less any Shares issued under the Plan on or
prior to, or subject to outstanding Awards as of, the Effective Date, plus (ii) all Shares that are or become available for issuance
due to forfeitures under the Prior Plan, plus (iii) an additional one million (1,000,000) Shares added to the reserve as of the
Effective Date. The maximum number of Shares that may be issued pursuant to Options intended to be Incentive Stock Options is four hundred
thousand (400,000).


 


(b)            The
number of Shares which may be issuable pursuant to Awards under the Plan and any other share compensation arrangement of the Company within
a one-year period to any one Participant, shall not exceed five percent (5%) of the total number of issued and outstanding shares of Common
Stock on the grant date of such Award, on a non-diluted basis.


 


(c)            The
maximum number of Shares which may be (i) issued to Insiders within any one-year period; and (ii) issuable
to Insiders at any point in time under the Plan and any other share compensation arrangement of the Company shall not exceed fifteen percent
(15%) of the number of then issued and outstanding shares of Common Stock.


 


(d)            Subject
to Section 4(b) or Section 4(c), as applicable, the aggregate number of Shares subject to Options or Stock Appreciation
Rights granted during any fiscal year to any Participant shall not exceed, subject to adjustment as provided in Section 5 of the
Plan, one and a half million (1,500,000) Shares. Notwithstanding the foregoing, the aggregate grant date Fair Market Value of Shares subject
to Awards granted during any fiscal year to any non-employee Director, when taken together with any cash fees paid to such non-employee
Director during the fiscal year (in each case, with respect to his or her service as a non-employee Director), shall not exceed $500,000;
provided, however, that this limit shall not apply to any Awards a non-employee Director elects to receive at Fair Market Value
in lieu of all or a portion of such non-employee Director’s compensation.


 






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(e)            Shares
issued under the Plan may, in whole or in part, be authorized but unissued Shares or Shares that shall have been or may be reacquired
by the Company in the open market, in private transactions or otherwise. Any Shares subject to an Award under the Plan that, after the
Effective Date, are forfeited, canceled, settled or otherwise terminated without a distribution of Shares to a Participant will thereafter
be deemed to be available for Awards. In applying the immediately preceding sentence, if (i) Shares otherwise issuable or
issued in respect of, or as part of, any Award are withheld to cover taxes, such Shares shall be treated as having been issued under the
Plan and shall not be available for issuance under the Plan, (ii) Shares otherwise issuable or issued in respect of, or as
part of, any Award of Options or Stock Appreciation Rights are withheld to cover the Exercise Price, such Shares shall be treated as having
been issued under the Plan and shall not be available for issuance under the Plan, and (iii) any Share-settled Stock Appreciation
Rights are exercised, the aggregate number of Shares subject to such Stock Appreciation Rights shall be deemed issued under the Plan and
shall not be available for issuance under the Plan.


 


Section 5.              Equitable Adjustments.


 


In the event of any Change in Capitalization, an
equitable substitution or proportionate adjustment shall be made, in each case, as may be determined by the Administrator, in its sole
discretion, in (i) the aggregate number of Shares reserved for issuance under the Plan and the maximum number of Shares that
may be subject to Awards granted to any Participant in any calendar or fiscal year, (ii) the kind, number and Exercise Price
subject to outstanding Options and Stock Appreciation Rights granted under the Plan, provided, however, that any such substitution
or adjustment with respect to Options and Stock Appreciation Rights shall occur in accordance with the requirements of Code Section 409A,
and (iii) the kind, number and purchase price of Shares subject to outstanding Restricted Shares or Other Share-Based Awards
granted under the Plan, in each case as may be determined by the Administrator, in its sole discretion; provided, however,
that any fractional Shares resulting from the adjustment shall be eliminated. Such other equitable substitutions or adjustments shall
be made as may be determined by the Administrator, in its sole discretion. Without limiting the generality of the foregoing, in connection
with a Change in Capitalization, the Administrator may provide, in its sole discretion, for the cancellation of any outstanding Award
granted hereunder in exchange for payment in cash or other property having an aggregate Fair Market Value of the Shares covered by such
Award, reduced by the aggregate Exercise Price or purchase price thereof, if any. Notwithstanding anything contained in the Plan to the
contrary, any adjustment with respect to an Incentive Stock Option due to an adjustment or substitution described in this Section 5
shall comply with the rules of Code Section 424(a), and in no event shall any adjustment be made which would render any Incentive
Stock Option granted hereunder to be disqualified as an incentive stock option for purposes of Code Section 422. The Administrator’s
determinations pursuant to this Section 5 shall be final, binding and conclusive.


 


Section 6.              Eligibility.


 


The Participants under the Plan shall be selected
from time to time by the Administrator, in its sole discretion, from among Eligible Recipients.


 


Section 7.              Options.


 


(a)            General.
The Committee may, in its sole discretion, grant Options to Participants. Solely with respect to Participants who are Employees, the
Committee may grant Incentive Stock Options, Nonqualified Stock Options or a combination of both. With respect to all other Participants,
the Committee may grant only Nonqualified Stock Options. Each Participant who is granted an Option shall enter into an Award Agreement
with the Company, containing such terms and conditions as the Administrator shall determine, in its sole discretion, which Award Agreement
shall specify whether the Option is an Incentive Stock Option or a Nonqualified Stock Option and shall set forth, among other things,
the Exercise Price of the Option, the term of the Option and provisions regarding exercisability of the Option granted thereunder. The
provisions of each Option need not be the same with respect to each Participant. More than one Option may be granted to the same Participant
and be outstanding concurrently hereunder. Options granted under the Plan shall be subject to the terms and conditions set forth in this
Section 7 and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator
shall deem desirable and set forth in the applicable Award Agreement.


 






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(b)            Limits
on Incentive Stock Options. If the Administrator grants Incentive Stock Options, then to the extent that the aggregate fair market
value of Shares with respect to which Incentive Stock Options are exercisable for the first time by any individual during any calendar
year (under all plans of the Company) exceeds $100,000, such Options will be treated as Nonqualified Stock Options to the extent required
by Code Section 422.


 


(c)            Exercise
Price. The Exercise Price of Shares purchasable under an Option shall be determined by the Administrator in its sole discretion at
the time of grant; provided, however, that (i) in no event shall the Exercise Price of an Option be less than
one hundred percent (100%) of the Fair Market Value of the Common Stock on the date of grant, and (ii) no Incentive Stock
Option granted to a ten percent (10%) shareholder of the Company’s Common Stock (within the meaning of Code Section 422(b)(6))
shall have an Exercise Price per share less than one-hundred ten percent (110%) of the Fair Market Value of a Share on such date.


 


(d)            Option
Term. The maximum term of each Option shall be fixed by the Administrator, but in no event shall (i) an Option be exercisable
more than ten (10) years after the date such Option is granted, and (ii) an Incentive Stock Option granted to a ten percent
(10%) shareholder of the Company’s Common Stock (within the meaning of Code Section 422(b)(6)) be exercisable more than five
(5) years after the date such Option is granted. Each Option’s term is subject to earlier expiration pursuant to the applicable
provisions in the Plan and the Award Agreement. Notwithstanding the foregoing, the Administrator shall have the authority to accelerate
the exercisability of any outstanding Option at such time and under such circumstances as the Administrator, in its sole discretion, deems
appropriate.


 


(e)            Exercisability.
Each Option shall be exercisable at such time or times and subject to such terms and conditions, including the attainment of pre-established
Performance Goals, as shall be determined by the Administrator in the applicable Award Agreement. The Administrator may also provide that
any Option shall be exercisable only in installments, and the Administrator may waive such installment exercise provisions at any time,
in whole or in part, based on such factors as the Administrator may determine in its sole discretion. Notwithstanding anything to the
contrary contained herein, an Option may not be exercised for a fraction of a share. Notwithstanding any contrary provision herein, if,
on the date an outstanding Option would expire, the exercise of the Option, including by a “net exercise” or “cashless”
exercise, would violate applicable securities laws or any insider trading policy maintained by the Company from time to time, the expiration
date applicable to the Option will be extended, except to the extent such extension would violate Code Section 409A, to a date that
is thirty (30) calendar days after the date the exercise of the Option would no longer violate applicable securities laws or any such
insider trading policy.


 


(f)            Method
of Exercise. Options may be exercised in whole or in part by giving written notice of exercise to the Company specifying the number
of Shares to be purchased, accompanied by payment in full of the aggregate Exercise Price of the Shares so purchased in cash or its equivalent,
as determined by the Administrator. As determined by the Administrator, in its sole discretion, with respect to any Option or category
of Options, payment in whole or in part may also be made (i) by means of consideration received under any cashless exercise
procedure approved by the Administrator (including the withholding of Shares otherwise issuable upon exercise), (ii) in the
form of unrestricted Shares already owned by the Participant which have a Fair Market Value on the date of surrender equal to the aggregate
Exercise Price of the Shares as to which such Option shall be exercised, (iii) any other form of consideration approved by
the Administrator and permitted by applicable law or (iv) any combination of the foregoing. In determining which methods a
Participant may utilize to pay the Exercise Price, the Administrator may consider such factors as it determines are appropriate;
provided, however, that with respect to Incentive Stock Options, all such discretionary determinations shall be made by the Administrator
at the time of grant and specified in the Award Agreement.


 


(g)            Rights
as Shareholder. A Participant shall have no rights to dividends or any other rights of a shareholder with respect to the Shares subject
to an Option until the Participant has given written notice of the exercise thereof, has paid in full for such Shares and has satisfied
the requirements of Section 15 of the Plan.


 






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(h)            Termination
of Employment or Service.


 


(i)            Unless
the applicable Award Agreement provides otherwise, in the event that the employment or service of a Participant with the Company and all
Affiliates thereof shall terminate for any reason other than Cause, Retirement, Disability, or death, (A) Options granted
to such Participant, to the extent that they are exercisable at the time of such termination, shall remain exercisable until the date
that is ninety (90) days after such termination, on which date they shall expire, and (B) Options granted to such Participant,
to the extent that they were not exercisable at the time of such termination, shall expire at the close of business on the date of such
termination. The ninety (90) day period described in this Section 7(h)(i) shall be extended to one (1) year after the date
of such termination in the event of the Participant’s death during such ninety (90) day period. Notwithstanding the foregoing, no
Option shall be exercisable after the expiration of its term.


 


(ii)            Unless
the applicable Award Agreement provides otherwise, in the event that the employment or service of a Participant with the Company and all
Affiliates thereof shall terminate on account of Retirement, Disability or the death of the Participant, (A) Options granted
to such Participant, to the extent that they were exercisable at the time of such termination, shall remain exercisable until the date
that is one (1) year after such termination, on which date they shall expire and (B) Options granted to such Participant,
to the extent that they were not exercisable at the time of such termination, shall expire at the close of business on the date of such
termination. Notwithstanding the foregoing, no Option shall be exercisable after the expiration of its term.


 


(iii)          In
the event of the termination of a Participant’s employment or service for Cause, all outstanding Options granted to such Participant
shall expire at the commencement of business on the date of such termination.


 


(iv)          For
purposes of this Section 7(h), Options that are not exercisable solely due to a blackout period shall be considered exercisable.


 


(v)           Other
Change in Employment Status. An Option may be affected, both with regard to vesting schedule and termination, by leaves of absence,
changes from full-time to part-time employment, partial disability or other changes in the employment status or service of a Participant,
as evidenced in a Participant’s Award Agreement.


 


(i)            Change
in Control. Notwithstanding anything herein to the contrary, upon a Change in Control, all outstanding Options shall be subject to
Section 12 of the Plan.


 


Section 8.              Stock Appreciation
Rights.


 


(a)            General.
Stock Appreciation Rights may be granted either alone (“Free Standing Rights”) or in conjunction with all or part
of any Option granted under the Plan (“Related Rights”). Related Rights may be granted either at or after the time
of the grant of such Option. The Administrator shall determine the Eligible Recipients to whom, and the time or times at which, grants
of Stock Appreciation Rights shall be made, the number of Shares to be awarded, the price per Share, and all other conditions of Stock
Appreciation Rights. Notwithstanding the foregoing, no Related Right may be granted for more Shares than are subject to the Option to
which it relates and any Stock Appreciation Right must be granted with an Exercise Price not less than the Fair Market Value of Common
Stock on the date of grant. The provisions of Stock Appreciation Rights need not be the same with respect to each Participant. Stock Appreciation
Rights granted under the Plan shall be subject to the following terms and conditions set forth in this Section 8 and shall contain
such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable, as set forth
in the applicable Award Agreement.


 


(b)            Rights
as Shareholder. Participants who are granted Stock Appreciation Rights shall have no rights as shareholders of the Company with respect
to the grant or exercise of such rights.


 






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(c)            Exercisability.


 


(i)            Stock
Appreciation Rights that are Free Standing Rights shall be exercisable at such time or times and subject to such terms and conditions
as shall be determined by the Administrator in the applicable Award Agreement.


 


(ii)            Stock
Appreciation Rights that are Related Rights shall be exercisable only at such time or times and to the extent that the Options to which
they relate shall be exercisable in accordance with the provisions of Section 7 above and this Section 8 of the Plan.


 


(d)            Payment
Upon Exercise.


 


(i)            Upon
the exercise of a Free Standing Right, the Participant shall be entitled to receive up to, but not more than, that number of Shares, determined
using the Fair Market Value, equal in value to the excess of the Fair Market Value as of the date of exercise over the price per share
specified in the Free Standing Right multiplied by the number of Shares in respect of which the Free Standing Right is being exercised.


 


(ii)            A
Related Right may be exercised by a Participant by surrendering the applicable portion of the related Option. Upon such exercise and surrender,
the Participant shall be entitled to receive up to, but not more than, that number of Shares, determined using the Fair Market Value,
equal in value to the excess of the Fair Market Value as of the date of exercise over the Exercise Price specified in the related Option
multiplied by the number of Shares in respect of which the Related Right is being exercised. Options which have been so surrendered, in
whole or in part, shall no longer be exercisable to the extent the Related Rights have been so exercised.


 


(iii)            Notwithstanding
the foregoing, the Administrator may determine to settle the exercise of a Stock Appreciation Right in cash (or in any combination of
Shares and cash).


 


(e)            Termination
of Employment or Service.


 


(i)            In
the event of the termination of employment or service with the Company and all Affiliates thereof of a Participant who has been granted
one or more Free Standing Rights, such rights shall be exercisable at such time or times and subject to such terms and conditions as shall
be determined by the Administrator in the applicable Award Agreement.


 


(ii)            In
the event of the termination of employment or service with the Company and all Affiliates thereof of a Participant who has been granted
one or more Related Rights, such rights shall be exercisable at such time or times and subject to such terms and conditions as set forth
in the related Options.


 


(f)            Term.


 


(i)            The
term of each Free Standing Right shall be fixed by the Administrator, but no Free Standing Right shall be exercisable more than ten (10) years
after the date such right is granted.


 


(ii)           The
term of each Related Right shall be the term of the Option to which it relates, but no Related Right shall be exercisable more than ten
(10) years after the date such right is granted.


 


(g)           Change
in Control. Notwithstanding anything herein to the contrary, upon a Change in Control, all outstanding Stock Appreciation Rights shall
be subject to Section 12 of the Plan.


 


Section 9.              Restricted Shares.


 


(a)            General.
Restricted Shares may be issued either alone or in addition to other Awards granted under the Plan. The Administrator shall determine
the Eligible Recipients to whom, and the time or times at which, grants of Restricted Shares shall be made; the number of Shares
to be awarded; the price, if any, to be paid by the Participant for the acquisition of Restricted Shares; the Restricted Period,
if any, applicable to Restricted Shares; the Performance Goals (if any) applicable to Restricted Shares; and all other conditions
of the Restricted Shares. If the restrictions, Performance Goals and/or conditions established by the Administrator are not attained,
a Participant shall forfeit his or her Restricted Shares in accordance with the terms of the grant. The provisions of the Restricted Shares
need not be the same with respect to each Participant.


 






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(b)            Awards
and Certificates. The prospective recipient of Restricted Shares shall not have any rights with respect to any such Award, unless
and until such recipient has received an Award Agreement and, if required by the Administrator in the Award Agreement, executed and delivered
a fully executed copy thereof to the Company, within a period of sixty (60) days (or such other period as the Administrator may specify)
after the award date. Except as otherwise provided in Section 9(c) of the Plan, (i) each Participant who is granted
an award of Restricted Shares may, in the Company’s sole discretion, be issued a stock certificate in respect of such Restricted
Shares; and (ii) any such certificate so issued shall be registered in the name of the Participant, and shall bear an
appropriate legend referring to the terms, conditions, and restrictions applicable to any such Award.


 


The Company may require that the stock certificates,
if any, evidencing Restricted Shares granted hereunder be held in the custody of the Company until the restrictions thereon shall have
lapsed, and that, as a condition of any award of Restricted Shares, the Participant shall have delivered a stock power, endorsed in blank,
relating to the Shares covered by such Award.


 


Notwithstanding anything in the Plan to the contrary,
any Restricted Shares (whether before or after any vesting conditions have been satisfied) may, in the Company’s sole discretion,
be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form.


 


(c)            Restrictions
and Conditions. The Restricted Shares granted pursuant to this Section 9 shall be subject to the following restrictions and conditions
and any additional restrictions or conditions as determined by the Administrator at the time of grant or thereafter:


 


(i)            The
Administrator may, in its sole discretion, provide for the lapse of restrictions in installments and may accelerate or waive such restrictions
in whole or in part based on such factors and such circumstances as the Administrator may determine, in its sole discretion, including,
but not limited to, the attainment of certain Performance Goals, the Participant’s termination of employment or service as a non-employee
Director or Consultant of the Company or an Affiliate thereof, or the Participant’s death or Disability.


 


(ii)            Except
as provided in Section 16 of the Plan or in the Award Agreement, the Participant shall generally have the rights of a shareholder
of the Company with respect to Restricted Shares during the Restricted Period. In the Administrator’s discretion and as provided
in the applicable Award Agreement, a Participant may be entitled to dividends or dividend equivalents on an Award of Restricted Shares,
which will be payable in accordance with the terms of such grant as determined by the Administrator. Certificates for Shares of unrestricted
Common Stock may, in the Company’s sole discretion, be delivered to the Participant only after the Restricted Period has expired
without forfeiture in respect of such Restricted Shares, except as the Administrator, in its sole discretion, shall otherwise determine.


 


(iii)            The
rights of Participants granted Restricted Shares upon termination of employment or service as a non-employee Director or Consultant of
the Company or an Affiliate thereof terminates for any reason during the Restricted Period shall be set forth in the Award Agreement.


 


(d)            Change
in Control. Notwithstanding anything herein to the contrary, upon a Change in Control, all outstanding Restricted Shares shall be
subject to Section 12 of the Plan.


 


Section 10.            Restricted Stock
Units.


 


(a)            General.
Restricted Stock Units may be issued either alone or in addition to other Awards granted under the Plan. The Administrator shall determine
the Eligible Recipients to whom, and the time or times at which, grants of Restricted Stock Units shall be made; the number of Restricted
Stock Units to be awarded; the Restricted Period, if any, applicable to Restricted Stock Units; the Performance Goals (if any)
applicable to Restricted Stock Units; and all other conditions of the Restricted Stock Units. If the restrictions, Performance Goals
and/or conditions established by the Administrator are not attained, a Participant shall forfeit his or her Restricted Stock Units in
accordance with the terms of the grant. The provisions of Restricted Stock Units need not be the same with respect to each Participant.


 






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(b)            Award
Agreement. The prospective recipient of Restricted Stock Units shall not have any rights with respect to any such Award, unless and
until such recipient has received an Award Agreement and, if required by the Administrator in the Award Agreement, executed and delivered
a fully executed copy thereof to the Company, within a period of sixty (60) days (or such other period as the Administrator may specify)
after the award date.


 


(c)            Restrictions
and Conditions. The Restricted Stock Units granted pursuant to this Section 10 shall be subject to the following restrictions
and conditions and any additional restrictions or conditions as determined by the Administrator at the time of grant or, subject to Code
Section 409A, thereafter:


 


(i)            The
Administrator may, in its sole discretion, provide for the lapse of restrictions in installments and may accelerate or waive such restrictions
in whole or in part based on such factors and such circumstances as the Administrator may determine, in its sole discretion, including,
but not limited to, the attainment of certain Performance Goals, the Participant’s termination of employment or service as a non-employee
Director or Consultant of the Company or an Affiliate thereof, or the Participant’s death or Disability.


 


(ii)            Participants
holding Restricted Stock Units shall have no voting rights. A Restricted Stock Unit may, at the Administrator’s discretion, carry
with it a right to dividend equivalents. Such right would entitle the holder to be credited with an amount equal to all cash dividends
paid on one Share while the Restricted Stock Unit is outstanding. The Administrator, in its discretion, may grant dividend equivalents
from the date of grant or only after a Restricted Stock Unit is vested.


 


(iii)           The
rights of Participants granted Restricted Stock Units upon termination of employment or service as a non-employee Director or Consultant
of the Company or an Affiliate thereof terminates for any reason during the Restricted Period shall be set forth in the Award Agreement.


 


(d)           Settlement
of Restricted Stock Units. Settlement of vested Restricted Stock Units shall be made to Participants in the form of Shares, unless
the Administrator, in its sole discretion, provides for the payment of the Restricted Stock Units in cash (or partly in cash and partly
in Shares) equal to the value of the Shares that would otherwise be distributed to the Participant.


 


(e)           Change
in Control. Notwithstanding anything herein to the contrary, upon a Change in Control, all outstanding Restricted Stock Units shall
be subject to Section 12 of the Plan.


 


Section 11.            Other Share-Based
or Cash-Based Awards.


 


(a)            The
Administrator is authorized to grant Awards to Participants in the form of Other Share-Based Awards or Other Cash-Based Awards, as deemed
by the Administrator to be consistent with the purposes of the Plan and as evidenced by an Award Agreement. The Administrator shall determine
the terms and conditions of such Awards, consistent with the terms of the Plan, at the date of grant or thereafter, including any Performance
Goals and performance periods. Common Stock or other securities or property delivered pursuant to an Award in the nature of a purchase
right granted under this Section 11 shall be purchased for such consideration, paid for at such times, by such methods, and in such
forms, including, without limitation, Shares, other Awards, notes or other property, as the Administrator shall determine, subject to
any required corporate action.


 


(b)            The
prospective recipient of an Other Share-Based Award or Other Cash-Based Award shall not have any rights with respect to such Award, unless
and until such recipient has received an Award Agreement and, if required by the Administrator in the Award Agreement, executed and delivered
a fully executed copy thereof to the Company, within a period of sixty (60) days (or such other period as the Administrator may specify)
after the award date.


 






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(c)            Notwithstanding
anything herein to the contrary, upon a Change in Control, all outstanding Other Share-Based Awards and Other Cash-Based Awards shall
be subject to Section 12 of the Plan.


 


Section 12.            Change in Control.


 


The
Administrator may provide in the applicable Award Agreement that an Award will vest on an accelerated basis upon the Participant’s
termination of employment or service in connection with a Change in Control or upon the occurrence of any other event that the Administrator
may set forth in the Award Agreement. If the Company is a party to an agreement that is reasonably likely to result in a Change in Control,
such agreement may provide for: (i) the continuation of any Options and Stock Appreciation Rights by the Company, if the Company
is the surviving corporation; (ii) the assumption of any Options and Stock Appreciation Rights by the surviving corporation
or its parent or subsidiary; (iii) the substitution by the surviving corporation or its parent or subsidiary of equivalent
awards for any Options and Stock Appreciation Rights, provided, however, that any such substitution with respect to Options and
Stock Appreciation Rights shall occur in accordance with the requirements of Code Section 409A; or (iv) settlement
of any Options and Stock Appreciation Rights for the Change in Control Price (less, to the extent applicable, the per share exercise or
grant price), or, if the per share exercise or grant price equals or exceeds the Change in Control Price, such Options and Stock Appreciation
Rights shall terminate and be canceled. To the extent that Restricted Shares, Restricted Stock Units or other Awards settle in Shares
in accordance with their terms upon a Change in Control, such Shares shall be entitled to receive as a result of the Change in Control
transaction the same consideration as the Shares held by shareholders of the Company as a result of the Change in Control transaction.
For purposes of this Section 12, “Change in Control Price” shall mean the Fair Market Value of a Share upon a
Change in Control. To the extent that the consideration paid in any such Change in Control transaction consists all or in part of securities
or other non-cash consideration, the value of such securities or other non-cash consideration shall be determined in good faith by the
Administrator.


 


Section 13.            Amendment and
Termination.


 


(a)            The
Board or the Committee may amend, alter or terminate the Plan, but no amendment, alteration, or termination shall be made that would impair
the rights of a Participant under any Award theretofore granted without such Participant’s consent. Shareholder approval shall not
be required to amend the Plan, including, but not limited to, the following items, subject to any regulatory approvals, including, where
required, the approval of the Toronto Stock Exchange:


 


(i)            Amendments
of a “housekeeping” nature;


 


(ii)           A
change to the vesting provisions of any Awards;


 


(iii)          A
change to the termination provisions of any Award that does not entail an extension beyond the original term of the Award; and


 


(iv)          Amendments
to the provisions relating to a Change of Control.


 


(b)            Notwithstanding
the foregoing, approval of the Company’s shareholders shall be obtained to increase the aggregate Share limit and annual Award limits
described in Section 4 and for any amendment that would require such approval in order to satisfy the requirements of any rules of
the stock exchange on which the Common Stock is traded or other applicable law. Without limiting the generality of the foregoing, if and
for so long as the Company is listed on the Toronto Stock Exchange, the following may not be amended without shareholder approval in accordance
with the TSX Company Manual:


 


(i)            An
increase in the number of Shares reserved for issuance pursuant to the Plan as set out in Section 4(a);


 


(ii)           Except
as provided in Section 5, a modification of any outstanding Option or Stock Appreciation Right so as to specify a lower Exercise
Price or grant price (or a cancellation of an Option or Stock Appreciation Right and substitution of it for an Option or Stock Appreciation
Right with a lower Exercise Price or grant price);


 






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(iii)          Except
as provided in Section 5, a cancellation of an outstanding Option or Stock Appreciation Right whose Exercise Price or grant price
is equal to or greater than the current Fair Market Value of a Share and substitution of it for another Award or cash payment;


 


(iv)          An
extension of the maximum term of any Award made under the Plan;


 


(v)           An
increase in the number of Shares that may be issued to Insiders under the above restriction contained in Section 4(c); or


 


(vi)          An
amendment to this Section 13(a) to amend or delete any of the foregoing items or grant additional powers to the Board to amend
the Plan or entitlements without shareholder approval.


 


(c)           Subject
to the terms and conditions of the Plan, the Administrator may modify, extend or renew outstanding Awards under the Plan, or accept the
surrender of outstanding Awards (to the extent not already exercised) and grant new Awards in substitution of them (to the extent not
already exercised).


 


(d)           Notwithstanding
the foregoing, no alteration, modification or termination of an Award will, without the prior written consent of the Participant, adversely
alter or impair any rights or obligations under any Award already granted under the Plan.


 


Section 14.            Unfunded Status
of Plan.


 


The Plan is intended to constitute an “unfunded”
plan for incentive compensation. With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall
give any such Participant any rights that are greater than those of a general creditor of the Company.


 


Section 15.            Withholding Taxes.


 


Each Participant shall, no later than the date
as of which the value of an Award first becomes includible in the gross income of such Participant for federal, state and/or local income
tax purposes, pay to the Company, or make arrangements satisfactory to the Administrator regarding payment of, any federal, state, or
local taxes of any kind, domestic or foreign, required by law or regulation to be withheld with respect to the Award. The obligations
of the Company under the Plan shall be conditional on the making of such payments or arrangements, and the Company shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to such Participant. Whenever cash
is to be paid pursuant to an Award granted hereunder, the Company shall have the right to deduct therefrom an amount sufficient to satisfy
any federal, state and local withholding tax requirements related thereto. Whenever Shares are to be delivered pursuant to an Award, the
Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy any related federal,
state and local taxes, domestic or foreign, to be withheld and applied to the tax obligations. With the approval of the Administrator,
a Participant may satisfy the foregoing requirement by electing to have the Company withhold from delivery of Shares or by delivering
already owned unrestricted shares of Common Stock, in each case, having a value equal to the amount required to be withheld or such other
greater amount up to the maximum statutory rate under applicable law, as applicable to such Participant, if such other greater amount
would not result in adverse financial accounting treatment, as determined by the Administrator (including in connection with the effectiveness
of FASB Accounting Standards Update 2016-09). Fractional share amounts shall be settled in cash. Such an election may be made with respect
to all or any portion of the Shares to be delivered pursuant to an Award. The Company may also use any other method of obtaining the necessary
payment or proceeds, as permitted by law, to satisfy its withholding obligation with respect to any Option or other Award.


 


Section 16.            Non-United States
Employees.


 


Without amending the Plan, the Administrator may
grant Awards to eligible persons residing in non-United States jurisdictions on such terms and conditions different from those specified
in the Plan, including the terms of any award agreement or plan, adopted by the Company or any Subsidiary thereof to comply with, or take
advantage of favorable tax or other treatment available under, the laws of any non-United States jurisdiction, as may in the judgment
of the Administrator be necessary or desirable to foster and promote achievement of the purposes of the Plan and, in furtherance of such
purposes the Administrator may make such modifications, amendments, procedures, subplans and the like as may be necessary or advisable
to comply with provisions of laws in other countries or jurisdictions in which the Company or its Subsidiaries operates or has employees.


 






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Section 17.            Transfer of Awards.


 


No purported sale, assignment, mortgage, hypothecation,
transfer, charge, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest
in or lien on, any Award or any agreement or commitment to do any of the foregoing (each, a “Transfer”) by any holder
thereof in violation of the provisions of the Plan or an Award Agreement will be valid, except with the prior written consent of the Administrator,
which consent may be granted or withheld in the sole discretion of the Administrator. Any purported Transfer of an Award or any economic
benefit or interest therein in violation of the Plan or an Award Agreement shall be null and void ab initio, and shall not create
any obligation or liability of the Company, and any person purportedly acquiring any Award or any economic benefit or interest therein
transferred in violation of the Plan or an Award Agreement shall not be entitled to be recognized as a holder of such Shares. Unless otherwise
determined by the Administrator in accordance with the provisions of the immediately preceding sentence, an Option may be exercised, during
the lifetime of the Participant, only by the Participant or, during any period during which the Participant is under a legal disability,
by the Participant’s guardian or legal representative.


 


Section 18.            Continued Employment.


 


The adoption of the Plan shall not confer upon
any Eligible Recipient any right to continued employment or service with the Company or an Affiliate thereof, as the case may be, nor
shall it interfere in any way with the right of the Company or an Affiliate thereof to terminate the employment or service of any of its
Eligible Recipients at any time.


 


Section 19.            Effective Date.


 


The
Plan originally became effective on October 8, 2015 (the “Original Effective Date”). The Plan, as amended and
restated, shall be submitted to the shareholders of the Company for approval at the Company’s 2021 annual meeting of shareholders
and, if approved, shall become effective as of the date on which the Plan was approved by shareholders (the “Effective Date”).
The Plan will be unlimited in duration and, in the event of Plan termination, will remain in effect as long as any Shares awarded under
it are outstanding and not fully vested; provided, however, that no Awards will be made under the Plan on or after the tenth
anniversary of Effective Date.


 


Section 20.            Code Section 409A.


 


The intent of the parties is that payments and
benefits under the Plan comply with Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted,
the Plan shall be interpreted and be administered to be in compliance therewith. Any payments described in the Plan that are due within
the “short-term deferral period” as defined in Code Section 409A shall not be treated as deferred compensation unless
applicable law requires otherwise. Notwithstanding anything to the contrary in the Plan, to the extent required in order to avoid accelerated
taxation and/or tax penalties under Code Section 409A, amounts that would otherwise be payable and benefits that would otherwise
be provided pursuant to the Plan during the six (6) month period immediately following the Participant’s termination of employment
shall instead be paid on the first business day after the date that is six (6) months following the Participant’s separation
from service (or upon the Participant’s death, if earlier). In addition, for purposes of the Plan, each amount to be paid or benefit
to be provided to the Participant pursuant to the Plan shall be construed as a separate identified payment for purposes of Code Section 409A.
Nothing contained in the Plan or an Award Agreement shall be construed as a guarantee of any particular tax effect with respect to an
Award. The Company does not guarantee that any Awards provided under the Plan will satisfy the provisions of Code Section 409A, and
in no event will the Company be liable for any or all portion of any taxes, penalties, interest or other expenses that may be incurred
by a Participant on account of any non-compliance with Code Section 409A.


 






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Section 21.            Erroneously Awarded
Compensation.


 


The Plan and all Awards issued hereunder shall
be subject to any compensation recovery and/or recoupment policy adopted by the Company to comply with applicable law, including, without
limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or to comport with good corporate governance practices, as
such policies may be amended from time to time.


 


Section 22.            Governing Law
and Forum.


 


The Plan shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law of such state. Except as may
otherwise be provided in an Award Agreement, the jurisdiction and venue for any disputes arising under, or any action brought to enforce
(otherwise relating to) the Plan or an Award thereunder shall be exclusively in the courts in the State of Colorado, County of Arapahoe
or Denver, including the federal courts located therein (should federal jurisdiction exist). The Company and all Participants and beneficiaries
hereby submit and consent to said jurisdiction and venue.


 






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