a2016optionplanw3amend






Exhibit 10.1        ARBUTUS BIOPHARMA CORPORATION  2016 OMNIBUS SHARE AND INCENTIVE PLAN  (as adopted by the board of directors on April 6, 2016 and approved by the shareholders on  May 19, 2016; and as supplemented by the Committee on May 9, 2019)  Section 1. Purpose  The purpose of the Plan is to promote the interests of the Company by aiding the Company in  attracting and retaining employees, officers, consultants, advisors and non-employee Directors to  promote the business and financial success of the Company, to offer such persons incentives to put  forth maximum efforts for the success of the Company’s business and to compensate such persons  through various share and cash based arrangements and provide them with opportunities for share  ownership in the Company, thereby aligning the interests of such persons with the Company’s  shareholders.  Section 2. Definitions  As used in the Plan, the following terms shall have the meanings set forth below:  (a) “Affiliate” shall mean any entity that, directly or indirectly through one or more  intermediaries, is controlled by the Company.  (b) “Award” shall mean any Option, Stock Appreciation Right, Restricted Stock,  Restricted Stock Unit, Performance Award, Dividend Equivalent or Other Stock- Based Award granted under the Plan.  (c) “Award Agreement” shall mean any written agreement, contract or other  instrument or document evidencing an Award granted under the Plan (including a  document in an electronic medium) executed in accordance with the requirements  of Section 9(c).  (d) “Board” shall mean the Board of Directors of the Company.  (e) “Cause” in respect of a Participant means:  (i) if “Cause” is defined in an employment agreement between such Participant  and the Company, the meaning of “Cause” as provided for in such  employment agreement; and  





 






      (ii) if Cause is not so defined, a circumstance that would entitle the Company  to terminate the employment or services of such Participant at law without  notice or compensation as a result of such termination;  (f) “Change in Control” means, unless specified otherwise in an existing agreement  with a Participant:  (i) the sale of all or substantially all of the assets of the Company to a non- Affiliate;  (ii) a merger, reorganization, or consolidation involving the Company in which  the voting securities outstanding immediately prior to the transaction  represent or are converted into or exchanged for securities of the surviving  or resulting entity that, immediately upon completion of the transaction,  represent less than 50% of the outstanding voting power of the surviving or  resulting entity;  (iii) the acquisition of all or a majority of the outstanding voting securities of the  Company in a single transaction or a series of related transactions by a  person or group of persons;  provided however, that a Change in Control shall not be deemed to have occurred  if such Change in Control results solely from the issuance, in connection with a  bona fide financing or series of financings by the Company or an Affiliate of the  Company, of voting securities of the Company or an Affiliate of the Company or  any rights to acquire voting securities of the Company or an Affiliate of the  Company which are convertible into voting securities, or if the Company effects a  transaction solely to change the Company’s domicile.  (g) “Committee” shall mean the Compensation Committee of the Board or such other  committee designated by the Board to administer the Plan.  The Committee shall  be comprised of not less than such number of Directors as shall be required to  permit Awards granted under the Plan to qualify under Rule 16b-3, and each  member of the Committee shall be a “non-employee director” within the meaning  of Rule 16b-3 and an “outside director” within the meaning of Section 162(m).  (h) “Company” shall mean Arbutus Biopharma Corporation and any successor  corporation.  (i) “Director” shall mean a member of the Board.  





 






      (j) “Dividend Equivalent” shall mean any right granted under Section 6(e) of the  Plan.  (k) “Effective Date” shall have the meaning ascribed thereto in Section 11 of the Plan;  (l) “Eligible Person” shall mean any employee, officer, non-employee Director,  consultant, independent contractor or advisor providing services to the Company  or any Affiliate, or any such person to whom an offer of employment or engagement  with the Company or any Affiliate is extended.  (m) “Fair Market Value” with respect to a Share as of any date shall mean (a) if the  Share is listed on any established stock exchange, the price of one Share at the close  of the regular trading session of such market or exchange on such date, as reported  by The Wall Street Journal or a comparable reporting service, or, if no sale of Shares  shall have occurred on such date, on the next preceding date on which there was a  sale of Shares; (b) if the Shares are not so listed on any established stock exchange,  the average of the closing “bid” and “asked” prices quoted by the OTC Bulletin  Board, the National Quotation Bureau, or any comparable reporting service on such  date or, if there are no quoted “bid” and “asked” prices on such date, on the next  preceding date for which there are such quotes for a Share; or (c) if the Shares are  not publicly traded as of such date, the per share value of a Share, as determined by  the Board, or any duly authorized Committee of the Board, in its sole discretion, by  applying principles of valuation with respect thereto.  (n) “Full Value Award” shall mean any Award other than an Option, Stock  Appreciation Right or similar Award, the value of which is based solely on an  increase in the value of the Shares after the date of grant of such Award.  (o) “Good Reason” in respect of a Participant means:  (i) if “Good Reason” is defined in an employment agreement between such  Participant and the Company, the meaning of “Good Reason” as provided  for in such employment agreement; and  (ii) if Good Reason is not so defined, a circumstance that would allow a  Participant to claim “constructive dismissal” at law, including a material  diminution in the Participant’s title, responsibilities, reporting relationship  or compensation.  





 






      (p) “Non-Qualified Stock Option” shall mean an option granted under Section 6(a)  of the Plan that is not intended to be a U.S. Incentive Stock Option.  (q) “Option” shall mean a U.S. Incentive Stock Option or a Non-Qualified Stock  Option to purchase shares of the Company.  (r) “Other Stock-Based Award” shall mean any right granted under Section 6(f) of  the Plan.  (s) “Participant” shall mean an Eligible Person designated to be granted an Award  under the Plan.  (t) “Performance Award” shall mean any right granted under Section 6(d) of the Plan.  (u) “Performance Goal” with respect to a Performance Award shall mean one or more  of the following performance goals, either individually, alternatively or in any  combination, applied on a corporate, subsidiary, division, business unit or line of  business basis:  •  economic value added (EVA);   •  sales or revenue;   •  income (including without limitation operating income, pre tax income and  income attributable to the Company);  •  cash flow (including without limitation free cash flow and cash flow from  operating, investing or financing activities or any combination thereof);  •  earnings (including without limitation earnings before or after taxes, earnings  before interest and taxes (EBIT), earnings before interest, taxes, depreciation  and amortization (EBITDA) and earnings (whether before or after taxes), EBIT  or EBITDA as a percentage of net sales;  •  returns (including one or more of return on actual or pro forma assets, net assets,  equity, investment, revenue, sales, capital and net capital employed, total  shareholder return (TSR) and total business return (TBR));  •  implementation, completion or achievement of critical corporate objectives or  projects, including specified milestones in the discovery, development,  





 






      commercialization and/or manufacturing of one or more products or product  candidates; and  •  share price (minimum $20.00 per Share).  Each such Performance Goal may be based (i) solely by reference to absolute  results of individual performance or organizational performance at various levels  (e.g., the Company’s performance or the performance of a subsidiary, division,  business segment or business unit of the Company) or (ii) upon organizational  performance relative to the comparable performance of other companies selected  by the Committee.  To the extent consistent with Section 162(m), the Committee  may, when it establishes performance criteria, also provide for the exclusion of  charges related to an event or occurrence which the Committee determines should  appropriately be excluded, including (X) asset write downs, litigation or claim  judgments or settlements, reorganizations, the impact of acquisitions and  divestitures, restructurings, discontinued operations, extraordinary items, and other  unusual or non recurring charges, (Y) foreign exchange gains and losses or an event  either not directly related to the operations of the Company or not within the  reasonable control of the Company’s management, or (Z) the cumulative effects of  tax or accounting changes in accordance with U.S. generally accepted accounting  principles (or other accounting principles which may then be in effect).  To the  extent that Section 162(m) or applicable tax and/or securities laws change to permit  Committee discretion to alter the governing performance measures without  disclosing to shareholders and obtaining shareholder approval of such changes and  without thereby exposing the Company to potentially adverse tax or other legal  consequences, the Committee shall have the sole discretion to make such changes  without obtaining shareholder approval.  (v) “Person” shall mean any individual or entity, including a corporation, partnership,  limited liability company, association, joint venture or trust.  (w) “Plan” shall mean the Arbutus 2016 Omnibus Share and Incentive Plan, as  amended from time to time.  (x) “Restricted Stock” shall mean any Share granted under Section 6(c) of the Plan.  (y) “Restricted Stock Unit” shall mean any unit granted under Section 6(c) of the Plan  evidencing the right to receive a Share (or a cash payment equal to the Fair Market  Value of a Share) at some future date.  





 






      (z) “Rule 16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange  Commission under the U.S. Exchange Act, as amended, or any successor rule or  regulation.  (aa) “Section 162(m)” shall mean Section 162(m) of the U.S. Code, or any successor  provision, and the applicable Treasury Regulations promulgated thereunder.  (bb) “Section 409A” shall mean Section 409A of the U.S. Code, or any successor  provision, and applicable Treasury Regulations and other applicable guidance  thereunder.  (cc) “Share” or “Shares” shall mean common shares without par value in the capital of  the Company (or such other securities or property as may become subject to Awards  pursuant to an adjustment made under Section 4(c) of the Plan).  (dd) “Specified Employee” shall mean a specified employee as defined in Section  409A(a)(2)(B) of the U.S. Code or applicable proposed or final regulations under  Section 409A, determined in accordance with procedures established by the  Company and applied uniformly with respect to all plans maintained by the  Company that are subject to Section 409A.  (ee) “Stock Appreciation Right” shall mean any right granted under Section 4(b) of  the Plan.  (ff) “U.S. Code” shall mean the Internal Revenue Code of 1986 of the United States,  as amended from time to time, and any regulations promulgated thereunder.  (gg) “U.S. Exchange Act” shall mean the Securities Exchange Act of 1934 of the United  States, as amended.  (hh) “U.S. Incentive Stock Option” shall mean an option granted under Section 6(a) of  the Plan that is intended to meet the requirements of Section 422 of the U.S. Code  or any successor provision.  Section 3. Administration  (a) Power and Authority of the Committee. The Plan shall be administered by the  Committee.  Subject to the express provisions of the Plan and to applicable law, the  Committee shall have full power and authority to:  (i) designate Participants; (ii)  determine the type or types of Awards to be granted to each Participant under the  Plan; (iii) determine the number of Shares to be covered by (or the method by which  





 






      payments or other rights are to be calculated in connection with) each Award; (iv)  determine the terms and conditions of any Award or Award Agreement, including  any terms relating to the forfeiture of any Award and the forfeiture, recapture or  disgorgement of any cash, Shares or other amounts payable with respect to any  Award; (v) amend the terms and conditions of any Award or Award Agreement,  subject to the limitations under Section 7; (vi) accelerate the exercisability of any  Award or the lapse of any restrictions relating to any Award, subject to the  limitations in Section 7, (vii) determine whether, to what extent and under what  circumstances Awards may be exercised in cash, Shares, other securities, other  Awards or other property (excluding promissory notes), or canceled, forfeited or  suspended, subject to the limitations in Section 7; (viii) determine whether, to what  extent and under what circumstances amounts payable with respect to an Award  under the Plan shall be deferred either automatically or at the election of the holder  thereof or the Committee, subject to the requirements of Section 409A;  (ix)  interpret and administer the Plan and any instrument or agreement, including  an Award Agreement, relating to the Plan; (x) establish, amend, suspend or waive  such rules and regulations and appoint such agents as it shall deem appropriate for  the proper administration of the Plan; (xi) make any other determination and take  any other action that the Committee deems necessary or desirable for the  administration of the Plan; and (xii) adopt such modifications, rules, procedures  and subplans as may be necessary or desirable to comply with provisions of the  laws of non-U.S. jurisdictions in which the Company or an Affiliate may operate,  including, without limitation, establishing any special rules for Affiliates, Eligible  Persons or Participants located in any particular country, in order to meet the  objectives of the Plan and to ensure the viability of the intended benefits of Awards  granted to Participants located in such non-United States jurisdictions.  Unless  otherwise expressly provided in the Plan, all designations, determinations,  interpretations and other decisions under or with respect to the Plan or any Award  or Award Agreement shall be within the sole discretion of the Committee, may be  made at any time and shall be final, conclusive and binding upon any Participant,  any holder or beneficiary of any Award or Award Agreement, and any employee of  the Company or any Affiliate.  (b) Delegation. The Committee may delegate to one or more officers or Directors of  the Company, subject to such terms, conditions and limitations as the Committee  may establish in its sole discretion, the authority to grant Awards; provided,  however, that the Committee shall not delegate such authority (i) with regard to  grants of Awards to be made to officers of the Company or any Affiliate who are  





 






      subject to Section 16 of the U.S. Exchange Act or (ii) in such a manner as would  cause the Plan not to comply with the requirements of Section 162(m), applicable  exchange rules or applicable corporate law.  (c) Power and Authority of the Board.  Notwithstanding anything to the contrary  contained herein, (i) the Board may, at any time and from time to time, without any  further action of the Committee, exercise the powers and duties of the Committee  under the Plan, unless the exercise of such powers and duties by the Board would  cause the Plan not to comply with the requirements of Rule 16b-3 or Section  162(m); and (ii) only the Committee (or another committee of the Board comprised  of directors who qualify as independent directors within the meaning of the  independence rules of any applicable securities exchange where the Shares are then  listed) may grant Awards to Directors who are not also employees of the Company  or an Affiliate  (d) Indemnification.  To the full extent permitted by law, (i) no member of the Board,  the Committee or any person to whom the Committee delegates authority under the  Plan shall be liable for any action or determination taken or made in good faith with  respect to the Plan or any Award made under the Plan, and (ii) the members of the  Board, the Committee and each person to whom the Committee delegates authority  under the Plan shall be entitled to indemnification by the Company with regard to  such actions and determinations.  The provisions of this paragraph shall be in  addition to such other rights of indemnification as a member of the Board, the  Committee or any other person may have by virtue of such person’s position with  the Company.  Section 4. Shares Available for Awards  (a) Shares Available.  Subject to adjustment as provided in Section 4(c) of the Plan, the  aggregate number of Shares that may be issued under all Awards under the Plan  shall equal 5,000,000.  The aggregate number of Shares that may be issued under  all Awards under the Plan shall be reduced by Shares subject to Awards issued under  the Plan in accordance with the Share counting rules described in Section 4(b)  below.  (b) Counting Shares.  For purposes of this Section 4, except as set forth in this Section  4(b), if an Award entitles the holder thereof to receive or purchase Shares, the  number of Shares covered by such Award or to which such Award relates shall be  





 






      counted on the date of grant of such Award against the aggregate number of Shares  available for granting Awards under the Plan.  (i) Shares Added Back to Reserve.  Subject to the limitations in (ii) below, if  any Shares covered by an Award or to which an Award relates are not  purchased or are forfeited or are reacquired by the Company (including any  Awards that are settled in cash), or if an Award otherwise terminates or is  cancelled without delivery of any Shares, then the number of Shares  counted against the aggregate number of Shares available under the Plan  with respect to such Award, to the extent of any such forfeiture,  reacquisition by the Company, termination or cancellation, shall again be  available for granting Awards under the Plan.  (ii) Shares Not Added Back to Reserve.  Notwithstanding anything to the  contrary in (i) above, the following Shares will not again become available  for issuance under the Plan: (A) any Shares which would have been issued  upon any exercise of an Option but for the fact that the exercise price was  paid by a “net exercise” pursuant to Section 6(a)(iii)(B) or any Shares  tendered in payment of the exercise price of an Option; (B) any Shares  withheld by the Company or Shares tendered to satisfy any tax withholding  obligation with respect to an Award under the Plan; (C) Shares covered by  a share-settled Stock Appreciation Right issued under the Plan that are not  issued in connection with settlement in Shares upon exercise; or (D) Shares  that are repurchased by the Company using Option exercise proceeds.  (iii) Cash-Only Awards.  Awards that do not entitle the holder thereof to receive  or purchase Shares shall not be counted against the aggregate number of  Shares available for Awards under the Plan.  (iv) Substitute Awards Relating to Acquired Entities.  Shares issued under  Awards granted in substitution for awards previously granted by an entity  that is acquired by or merged with the Company or an Affiliate shall not be  counted against the aggregate number of Shares available for Awards under  the Plan.  (c) Adjustments.  In the event that any dividend (other than a regular cash dividend) or  other distribution (whether in the form of cash, Shares, other securities or other  property), recapitalization, stock split, reverse stock split, reorganization, merger,  consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or  





 






      other securities of the Company, issuance of warrants or other rights to purchase  Shares or other securities of the Company or other similar corporate transaction or  event affects the Shares such that an adjustment is necessary in order to prevent  dilution or enlargement of the benefits or potential benefits intended to be made  available under the Plan, then the Committee shall, in such manner as it may deem  equitable, adjust any or all of (i) the number and type of Shares (or other securities  or other property) that thereafter may be made the subject of Awards, (ii) the  number and type of Shares (or other securities or other property) subject to  outstanding Awards, (iii) the purchase price or exercise price with respect to any  Award and (iv) the limitations contained in Section 4(d)(i) below; provided,  however, that the number of Shares covered by any Award or to which such Award  relates shall always be a whole number.  Such adjustment shall be made by the  Committee or the Board, whose determination in that respect shall be final, binding  and conclusive.  (d) Award Limitations Under the Plan.  The limitation contained in this Section 4(d)  shall apply only with respect to any Award or Awards granted under this Plan, and  limitations on awards granted under any other shareholder-approved incentive plan  maintained by the Company will be governed solely by the terms of such other  plan.  (i) Section 162(m) Limitation for Awards Denominated in Shares.  No Eligible  Person may be granted any Stock Options, Stock Appreciation Rights or  Performance Awards denominated in Shares, for more than 2,500,000  Shares (subject to adjustment as provided for in Section 4(c) of the Plan),  in the aggregate in any calendar year.  (ii) Section 162(m) Limitation for Performance Awards Denominated in Cash.   The maximum amount payable pursuant to all Performance Awards  denominated in cash to any Eligible Person in the aggregate in any calendar  year shall be $5,000,000 in value. This limitation contained in this Section  4(d)(ii) does not apply to any Award or Awards subject to the limitation  contained in Section 4(d)(i).  (iii) Limitation Awards Granted to Non-Employee Directors.  No Director who  is not also an employee of the Company or an Affiliate may be granted any  Award or Awards denominated in Shares that exceed in the aggregate  $500,000 (such value computed as of the date of grant in accordance with  applicable financial accounting rules) in any calendar year.  The foregoing  





 






      limit shall not apply to any Award made pursuant to any election by the  Director to receive an Award in lieu of all or a portion of annual and  committee retainers and annual meeting fees.  Section 5. Eligibility  Any Eligible Person shall be eligible to be designated as a Participant.  In determining which  Eligible Persons shall receive an Award and the terms of any Award, the Committee may take into  account the nature of the services rendered by the respective Eligible Persons, their present and  potential contributions to the success of the Company or such other factors as the Committee, in  its discretion, shall deem relevant.  Notwithstanding the foregoing, a U.S. Incentive Stock Option  may only be granted to full-time or part-time employees (which term as used herein includes,  without limitation, officers and Directors who are also employees), and a U.S. Incentive Stock  Option shall not be granted to an employee of an Affiliate unless such Affiliate is also a “subsidiary  corporation” of the Company within the meaning of Section 424(f) of the U.S. Code or any  successor provision.  Section 6. Awards  (a) Options.  The Committee is hereby authorized to grant Options to Eligible Persons  with the following terms and conditions and with such additional terms and  conditions not inconsistent with the provisions of the Plan as the Committee shall  determine:  (i) Exercise Price.  The purchase price per Share purchasable under an Option  shall be determined by the Committee and shall not be less than 100% of  the Fair Market Value of a Share on the date of grant of such Option;  provided, however, that the Committee may designate a purchase price  below Fair Market Value on the date of grant if the Option is granted in  substitution for a stock option previously granted by an entity that is  acquired by or merged with the Company or an Affiliate.  (ii) Option Term.  The term of each Option shall be fixed by the Committee at  the date of grant but shall not be longer than 10 years from the date of grant.   Notwithstanding the foregoing, the Committee may provide in the terms of  an Option (either at grant or by subsequent modification) that, to the extent  consistent with Section 409A, in the event that on the last business day of  the term of an Option (other than a U.S. Incentive Stock Option) (i) the  exercise of the Option is prohibited by applicable law or (ii) Shares may not  be purchased or sold by certain employees or directors of the Company due  





 






      to the “black-out period” of a Company policy or a “lock-up” agreement  undertaken in connection with an issuance of securities by the Company,  the term of the Option shall be extended for a period of not more than thirty  (30) days following the end of the legal prohibition, black-out period or  lock-up agreement.  (iii) Time and Method of Exercise.  The Committee shall determine the time or  times at which an Option may be exercised in whole or in part and the  method or methods by which, and the form or forms, including, but not  limited to, cash, Shares (actually or by attestation), other securities, other  Awards or other property, or any combination thereof, having a Fair Market  Value on the exercise date equal to the applicable exercise price, in which,  payment of the exercise price with respect thereto may be made or deemed  to have been made.  (A) Promissory Notes.  Notwithstanding the foregoing, the Committee  may not accept a promissory note as consideration.  (B) Net Exercises.  The Committee may, in its discretion, permit an  Option to be exercised by delivering to the Participant a number of  Shares having an aggregate Fair Market Value (determined as of the  date of exercise) equal to the excess, if positive, of the Fair Market  Value of the Shares underlying the Option being exercised on the  date of exercise, over the exercise price of the Option for such  Shares.  (iv) U.S. Incentive Stock Options.  Notwithstanding anything in the Plan to the  contrary, the following additional provisions shall apply to the grant of stock  options which are intended to qualify as U.S. Incentive Stock Options:  (A) The aggregate number of Shares that may be issued under all U.S.  Incentive Stock Options under the Plan shall be 5,000,000 Shares.  (B) The Committee will not grant U.S. Incentive Stock Options in which  the aggregate Fair Market Value (determined as of the time the  Option is granted) of the Shares with respect to which U.S. Incentive  Stock Options are exercisable for the first time by any Participant  during any calendar year (under this Plan and all other plans of the  Company and its Affiliates) shall exceed $100,000.  





 






      (C) All U.S. Incentive Stock Options must be granted within ten years  from the earlier of the date on which this Plan was adopted by the  Board or the date this Plan was approved by the shareholders of the  Company.  (D) Unless sooner exercised, all U.S. Incentive Stock Options shall  expire and no longer be exercisable no later than 10 years after the  date of grant; provided, however, that in the case of a grant of a U.S.  Incentive Stock Option to a Participant who, at the time such Option  is granted, owns (within the meaning of Section 422 of the U.S.  Code) shares possessing more than 10% of the total combined  voting power of all classes of shares of the Company or of its  Affiliates, such U.S. Incentive Stock Option shall expire and no  longer be exercisable no later than five years from the date of grant.  (E) The purchase price per Share for a U.S. Incentive Stock Option shall  be not less than 100% of the Fair Market Value of a Share on the  date of grant of the U.S. Incentive Stock Option; provided, however,  that, in the case of the grant of a U.S. Incentive Stock Option to a  Participant who, at the time such Option is granted, owns (within  the meaning of Section 422 of the U.S. Code) shares possessing  more than 10% of the total combined voting power of all classes of  shares of the Company or of its Affiliates, the purchase price per  Share purchasable under a U.S. Stock Option shall be not less than  110% of the Fair Market Value of a Share on the date of grant of the  U.S. Incentive Stock Option.  (F) Any U.S. Incentive Stock Option authorized under the Plan shall  contain such other provisions as the Committee shall deem  advisable, but shall in all events be consistent with and contain all  provisions required in order to qualify the Option as a U.S. Stock  Option.  (b) Stock Appreciation Rights.  The Committee is hereby authorized to grant Stock  Appreciation Rights to Eligible Persons subject to the terms of the Plan and any  applicable Award Agreement.  A Stock Appreciation Right granted under the Plan  shall confer on the holder thereof a right to receive upon exercise thereof the excess  of (i) the Fair Market Value of one Share on the date of exercise over (ii) the grant  price of the Stock Appreciation Right as specified by the Committee, which price  





 






      shall not be less than 100% of the Fair Market Value of one Share on the date of  grant of the Stock Appreciation Right; provided, however, that the Committee may  designate a grant price below Fair Market Value on the date of grant if the Stock  Appreciation Right is granted in substitution for a stock appreciation right  previously granted by an entity that is acquired by or merged with the Company or  an Affiliate.  Subject to the terms of the Plan and any applicable Award Agreement,  the grant price, term, methods of exercise, dates of exercise, methods of settlement  and any other terms and conditions of any Stock Appreciation Right shall be as  determined by the Committee (except that the term of each Stock Appreciation  Right shall be subject to the same limitations in Section 6(a)(ii) applicable to  Options).  The Committee may impose such conditions or restrictions on the  exercise of any Stock Appreciation Right as it may deem appropriate.  (c) Restricted Stock and Restricted Stock Units.  The Committee is hereby authorized  to grant an Award of Restricted Stock and Restricted Stock Units to Eligible Persons  with the following terms and conditions and with such additional terms and  conditions not inconsistent with the provisions of the Plan as the Committee shall  determine:  (i) Restrictions.  Shares of Restricted Stock and Restricted Stock Units shall be  subject to such restrictions as the Committee may impose (including,  without limitation, any limitation on the right to vote a Share of Restricted  Stock or the right to receive any dividend or other right or property with  respect thereto), which restrictions may lapse separately or in combination  at such time or times, in such installments or otherwise as the Committee  may deem appropriate.  Notwithstanding the foregoing, rights to dividend  or Dividend Equivalent payments shall be subject to the limitations  described in Section 6(e).  (ii) Issuance and Delivery of Shares.  Any Restricted Stock granted under the  Plan shall be issued at the time such Awards are granted and may be  evidenced in such manner as the Committee may deem appropriate,  including book-entry registration or issuance of a share certificate or  certificates, which certificate or certificates shall be held by the Company  or held in nominee name by the share transfer agent or brokerage service  selected by the Company to provide such services for the Plan.  Such  certificate or certificates shall be registered in the name of the Participant  and shall bear an appropriate legend referring to the restrictions applicable  to such Restricted Stock.  Shares representing Restricted Stock that are no  





 






      longer subject to restrictions shall be delivered (including by updating the  book-entry registration) to the Participant promptly after the applicable  restrictions lapse or are waived.  In the case of Restricted Stock Units, no  Shares shall be issued at the time such Awards are granted.  Upon the lapse  or waiver of restrictions and the restricted period relating to Restricted Stock  Units evidencing the right to receive Shares, such Shares shall be issued and  delivered to the holder of the Restricted Stock Units.  (iii) Forfeiture.  Except as otherwise determined by the Committee or as  provided in an Award Agreement, upon a Participant’s termination of  employment or resignation or removal as a Director (in either case, as  determined under criteria established by the Committee) during the  applicable restriction period, all Shares of Restricted Stock and all  Restricted Stock Units held by such Participant at such time shall be  forfeited and reacquired by the Company; provided, however, that the  Committee may waive in whole or in part any or all remaining restrictions  with respect to Shares of Restricted Stock or Restricted Stock Units.  (d) Performance Awards.  The Committee is hereby authorized to grant to Eligible  Persons Performance Awards that are intended to be “qualified performance-based  compensation” within the meaning of Section 162(m).  A Performance Award  granted under the Plan (i) may be denominated or payable in cash, Shares  (including, without limitation, Restricted Stock and Restricted Stock Units), other  securities, other Awards or other property and (ii) shall confer on the holder thereof  the right to receive payments, in whole or in part, upon the achievement of one or  more objective Performance Goals during such performance periods as the  Committee shall establish.  Subject to the terms of the Plan, the Performance Goals  to be achieved during any performance period, the length of any performance  period, the amount of any Performance Award granted, the amount of any payment  or transfer to be made pursuant to any Performance Award and any other terms and  conditions of any Performance Award shall be determined by the Committee.  Performance Awards shall be conditioned solely on the achievement of one or more  objective Performance Goals established by the Committee within the time  prescribed by Section 162(m), and shall otherwise comply with the requirements of  Section 162(m), as described below; provided, however, that to the extent a  Performance Goal is based on share price, such Performance Goal shall include a  minimum threshold share price of at least $20.00 per Share (subject to adjustment  made under Section 4(c) of the Plan).  





 






      (i) Timing of Designations; Duration of Performance Periods.  For each  Performance Award, the Committee shall, not later than 90 days after the  beginning of each performance period, (i) designate all Participants for such  performance period and (ii) establish the objective performance factors for  each Participant for that performance period on the basis of one or more of  the Performance Goals, the outcome of which is substantially uncertain at  the time the Committee actually establishes the Performance Goal.  The  Committee shall have sole discretion to determine the applicable  performance period, provided that in the case of a performance period less  than 12 months, in no event shall a performance goal be considered to be  pre-established if it is established after 25% of the performance period (as  scheduled in good faith at the time the Performance Goal is established) has  elapsed.  To the extent required under Section 162(m), the terms of the  objective performance factors must preclude discretion to increase an  amount paid in connection with an Award, but may permit discretion to  reduce such amount.  (ii) Certification.  Following the close of each performance period and prior to  payment of any amount to a Participant with respect to a Performance  Award, the Committee shall certify in writing as to the attainment of all  factors (including the performance factors for a Participant) upon which any  payments to a Participant for that performance period are to be based.  (e) Dividend Equivalents.  The Committee is hereby authorized to grant Dividend  Equivalents to Eligible Persons under which the Participant shall be entitled to  receive payments (in cash, Shares, other securities, other Awards or other property  as determined in the discretion of the Committee) equivalent to the amount of cash  dividends paid by the Company to holders of Shares with respect to a number of  Shares determined by the Committee.  Subject to the terms of the Plan and any  applicable Award Agreement, such Dividend Equivalents may have such terms and  conditions as the Committee shall determine.  Notwithstanding the foregoing, (i)  the Committee may not grant Dividend Equivalents to Eligible Persons in  connection with grants of Options, Stock Appreciation Rights or other Awards the  value of which is based solely on an increase in the value of the Shares after the  date of grant of such Award, and (ii) no dividend or Dividend Equivalent payments  shall be made to a Participant with respect to any Performance Award or other  Award subject to performance-based vesting conditions prior to the date on which  all conditions or restrictions relating to such Award (or portion thereof to which the  dividend or Dividend Equivalent relates) have been satisfied, waived or lapsed.  





 






      (f) Other Stock-Based Awards.  The Committee is hereby authorized to grant to  Eligible Persons such other Awards that are denominated or payable in, valued in  whole or in part by reference to, or otherwise based on or related to, Shares  (including, without limitation, securities convertible into Shares), as are deemed by  the Committee to be consistent with the purpose of the Plan.  The Committee shall  determine the terms and conditions of such Awards, subject to the terms of the Plan  and any applicable Award Agreement.  No Award issued under this Section 6(f)  shall contain a purchase right or an option-like exercise feature.  (g) General.  (i) Consideration for Awards.  Awards may be granted for no cash  consideration or for any cash or other consideration as may be determined  by the Committee or required by applicable law.  (ii) Awards May Be Granted Separately or Together.  Awards may, in the  discretion of the Committee, be granted either alone or in addition to, in  tandem with or in substitution for any other Award or any award granted  under any other plan of the Company or any Affiliate.  Awards granted in  addition to or in tandem with other Awards or in addition to or in tandem  with awards granted under any other plan of the Company or any Affiliate  may be granted either at the same time as or at a different time from the  grant of such other Awards or awards.  (iii) Forms of Payment under Awards.  Subject to the terms of the Plan and of  any applicable Award Agreement, payments or transfers to be made by the  Company or an Affiliate upon the grant, exercise or payment of an Award  may be made in such form or forms as the Committee shall determine  (including, without limitation, cash, Shares, other securities (but excluding  promissory notes), other Awards or other property or any combination  thereof), and may be made in a single payment or transfer, in installments  or on a deferred basis, in each case in accordance with rules and procedures  established by the Committee.  Such rules and procedures may include,  without limitation, provisions for the payment or crediting of reasonable  interest on installment or deferred payments or the grant or crediting of  Dividend Equivalents with respect to installment or deferred payments.  (iv) Limits on Transfer of Awards.  Except as otherwise provided by the  Committee in its discretion and subject to such additional terms and  





 






      conditions as it determines, no Award (other than fully vested and  unrestricted Shares issued pursuant to any Award) and no right under any  such Award shall be transferable by a Participant other than by will or by  the laws of descent and distribution, and no Award (other than fully vested  and unrestricted Shares issued pursuant to any Award) or right under any  such Award may be pledged, alienated, attached or otherwise encumbered,  and any purported pledge, alienation, attachment or encumbrance thereof  shall be void and unenforceable against the Company or any Affiliate.   Where the Committee does permit the transfer of an Award other than a  fully vested and unrestricted Share, such permitted transfer shall be for no  value and in accordance with the rules of Form S-8.  The Committee may  also establish procedures as it deems appropriate for a Participant to  designate a person or persons, as beneficiary or beneficiaries, to exercise  the rights of the Participant and receive any property distributable with  respect to any Award in the event of the Participant’s death.  (v) Restrictions; Securities Exchange Listing.  All Shares or other securities  delivered under the Plan pursuant to any Award or the exercise thereof shall  be subject to such restrictions as the Committee may deem advisable under  the Plan, applicable federal or state securities laws and regulatory  requirements, and the Committee may cause appropriate entries to be made  with respect to, or legends to be placed on the certificates for, such Shares  or other securities to reflect such restrictions.  The Company shall not be  required to deliver any Shares or other securities covered by an Award  unless and until the requirements of any federal or state securities or other  laws, rules or regulations (including the rules of any securities exchange) as  may be determined by the Company to be applicable are satisfied.  (vi) Prohibition on Option and Stock Appreciation Right Repricing. Except as  provided in Section 4(c) hereof, the Committee may not, without prior  approval of the Company’s shareholders, seek to effect any re-pricing of  any previously granted, “underwater” Option or Stock Appreciation Right  by:  (i) amending or modifying the terms of the Option or Stock  Appreciation Right to lower the exercise price; (ii) canceling the underwater  Option or Stock Appreciation Right and granting either (A) replacement  Options or Stock Appreciation Rights having a lower exercise price; or (B)  Restricted Stock, Restricted Stock Units, Performance Award or Other  Stock-Based Award in exchange; or (iii) cancelling or repurchasing the  underwater Option or Stock Appreciation Right for cash or other securities.   





 






      An Option or Stock Appreciation Right will be deemed to be “underwater”  at any time when the Fair Market Value of the Shares covered by such  Award is less than the exercise price of the Award.  (vii) Section 409A Provisions.  Notwithstanding anything in the Plan or any  Award Agreement to the contrary, to the extent that any amount or benefit  that constitutes “deferred compensation” to a Participant under Section  409A and applicable guidance thereunder is otherwise payable or  distributable to a Participant under the Plan or any Award Agreement solely  by reason of the occurrence of a Change in Control or due to the  Participant’s disability or “separation from service” (as such term is defined  under Section 409A), such amount or benefit will not be payable or  distributable to the Participant by reason of such circumstance unless the  Committee determines in good faith that (i) the circumstances giving rise to  such Change in Control, disability or separation from service meet the  definition of a Change in Control, disability, or separation from service, as  the case may be, in Section 409A(a)(2)(A) of the U.S. Code and applicable  proposed or final regulations, or (ii) the payment or distribution of such  amount or benefit would be exempt from the application of Section 409A  by reason of the short-term deferral exemption or otherwise.  Any payment  or distribution that otherwise would be made to a Participant who is a  Specified Employee (as determined by the Committee in good faith) on  account of separation from service may not be made before the date which  is six months after the date of the Specified Employee’s separation from  service (or if earlier, upon the Specified Employee’s death) unless the  payment or distribution is exempt from the application of Section 409A by  reason of the short-term deferral exemption or otherwise.  (viii) Acceleration of Vesting or Exercisability – Performance Awards.  Award  Agreements may provide that, in the event a Participant’s employment is  terminated without Cause or a Participant resigns for Good Reason at any  time during the 12-month period following a Change in Control, all  Performance Awards shall be considered to be earned and payable based on  implementation, completion or achievement of performance goals or based  on target performance (either in full or pro rata based on the portion of  Performance Period completed as of the date of the Change in Control), and  any limitations or other restrictions shall lapse and such Performance  Awards shall be immediately settled or distributed; provided, however that  no Award Agreement shall accelerate the exercisability of any Award or  





 






      result in the lapse of restrictions relating to any Award in connection with a  Change in Control unless such acceleration occurs upon the consummation  of (or effective immediately prior to the consummation of, provided that the  consummation subsequently occurs) such Change in Control.  (ix) Ceasing to be an Eligible Person – Vesting of Options and Stock  Appreciation Rights. Except as otherwise determined by the Committee, all  Options and Stock Appreciation Rights will cease to vest as at the date upon  which the Participant ceases to be an Eligible Person; provided, however,  that in the event of the death of the Participant prior to the Participant  ceasing to be an Eligible Person, all Options and Stock Appreciation Rights  of such Participant shall become immediately vested.  (x) Ceasing to be an Eligible Person – Termination of Options and Stock  Appreciation Rights.  Except as otherwise determined by the Committee,  each Option and Stock Appreciation Right granted pursuant to this Plan  will, subject to the provisions of this Plan, expire automatically on the  earlier of: (A) in the event the Participant ceases to be an Eligible Person  for any reason, other than the death of the Participant or the termination of  the Participant for Cause, such period of time after the date on which the  Participant ceases to be an Eligible Person as may be (i) specified by the  Committee, or (ii) set out in an agreement among the Participant and the  Company; provided, however, that in the absence of such a specification or  agreement, will be deemed to be the date that is three months following the  Participant ceasing to be an Eligible Person; (B) in the event of the  termination of the Participant as a director, officer, employee or consultant  of the Company or an Affiliate for Cause, the date of such termination; (C)  in the event of the death of a Participant prior to: (i) the Participant ceasing  to be an Eligible Person; or (ii) the date which is the number of days  specified by the Committee pursuant to subparagraph (A) above from the  date on which the Participant ceased to be an Eligible Person, the date which  is one year after the date of death of such Participant or such other date as  may be specified by the Committee and which period will be specified in  the Award Agreement with the Participant with respect to such Option or  Stock Appreciation Right; provided, however, that, notwithstanding the  foregoing provisions of subparagraphs (A), (B) and (C) of this Section  6(g)(ix), the Committee may, subject Section 7 of this Plan, at any time prior  to expiry of an Option or Stock Appreciation Right, extend the period of  time within which an Option or Stock Appreciation Right may be exercised  





 






      by a Participant who has ceased to be an Eligible Person, but any such  extension shall not be granted beyond the original expiry date of such  Option or Stock Appreciation Right as provided for in Section 6(a) and 6(b)  above, as applicable.  (xi) Termination of a Participant for Cause. Notwithstanding any other provision  of this Plan, in the case of a Participant’s termination for Cause, any and all  then outstanding Awards granted to such Participant, whether or not vested,  shall be immediately forfeited and cancelled, without any consideration  therefore, and any and all rights of such Participant with respect to or arising  from this Plan shall terminate, as of the commencement of the date that  notice of such termination is given, without regard to any period of  reasonable notice or any salary continuance, except as otherwise determined  by the Committee.  Section 7. Amendment and Termination; Corrections  (a) Amendments to the Plan and Awards.  The Board may from time to time amend,  suspend or terminate this Plan, and the Committee may amend the terms of any  previously granted Award, provided that no amendment to the terms of any  previously granted Award may, (except as expressly provided in the Plan)  materially and adversely alter or impair the terms or conditions of the Award  previously granted to a Participant under this Plan without the written consent of  the Participant or holder thereof.  Any amendment to this Plan, or to the terms of  any Award previously granted, is subject to compliance with all applicable laws,  rules, regulations and policies of any applicable governmental entity or securities  exchange, including receipt of any required approval from the governmental entity  or stock exchange.  For greater certainty and without limiting the foregoing, the  Board may amend, suspend, terminate or discontinue the Plan, and the Committee  may amend or alter any previously granted Award, as applicable, without obtaining  the approval of shareholders of the Company in order to:  (i) amend the eligibility for, and limitations or conditions imposed upon,  participation in the Plan;  (ii) amend any terms relating to the granting or exercise of Awards, including  but not limited to terms relating to the amount and payment of the exercise  price, or the vesting, expiry, assignment or adjustment of Awards, or  





 






      otherwise waive any conditions of or rights of the Company under any  outstanding Award, prospectively or retroactively;  (iii) make changes that are necessary or desirable to comply with applicable  laws, rules, regulations and policies of any applicable governmental entity  or stock exchange (including amendments to Awards necessary or desirable  to avoid any adverse tax results under Section 409A), and no action taken  to comply shall be deemed to impair or otherwise adversely alter or impair  the rights of any holder of an Award or beneficiary thereof; or  (iv) amend any terms relating to the administration of the Plan, including the  terms of any administrative guidelines or other rules related to the Plan.  For greater certainty, prior approval of the shareholders of the Company shall be  required for any amendment to the Plan or an Award that would:  (i) require shareholder approval under the rules or regulations of the Securities  and Exchange Commission, the National Association of Securities Dealers  Inc. Automated Quotation System (NASDAQ) or any other securities  exchange that are applicable to the Company;  (ii) increase the number of shares authorized under the Plan as specified in  Section 4(a) of the Plan;  (iii) increase the number of shares or value subject to the limitations contained  in Section 4(d) of the Plan or otherwise cause the Section 162(m) exemption  for qualified performance-based compensation to become unavailable with  respect to the Plan;  (iv) permit repricing of Options or Stock Appreciation Rights, which is currently  prohibited by Section 6(g)(vi) of the Plan;  (v) permit the award of Options or Stock Appreciation Rights at a price less  than 100% of the Fair Market Value of a Share on the date of grant of such  Option or Stock Appreciation Right, contrary to the provisions of Section  6(a)(i) and Section 6(b) of the Plan; or  (vi) increase the maximum term permitted for Options and Stock Appreciation  Rights as specified in Section 6(a)(ii) and Section 6(b).  





 






      (b) Corporate Transactions.  In the event of any reorganization, merger, consolidation,  split-up, spin-off, combination, plan of arrangement, take-over bid or tender offer,  repurchase or exchange of Shares or other securities of the Company or any other  similar corporate transaction or event involving the Company (or the Company  shall enter into a written agreement to undergo such a transaction or event), the  Committee or the Board may, in its sole discretion, provide for any of the following  to be effective upon the consummation of the event (or effective immediately prior  to the consummation of the event, provided that the consummation of the event  subsequently occurs), and no action taken under this Section 7(b) shall be deemed  to impair or otherwise adversely alter the rights of any holder of an Award or  beneficiary thereof:  (i) either (A) termination of the Award, whether or not vested, in exchange for  an amount of cash and/or other property, if any, equal to the amount that  would have been attained upon the exercise of the Award or realization of  the Participant’s rights (and, for the avoidance of doubt, if, as of the date of  the occurrence of the transaction or event described in this  Section 7(b)(i)(A), the Committee or the Board determines in good faith  that no amount would have been attained upon the exercise of the Award or  realization of the Participant’s rights, then the Award may be terminated by  the Company without any payment) or (B) the replacement of the Award  with other rights or property selected by the Committee or the Board, in its  sole discretion;  (ii) that the Award be assumed by the successor or survivor corporation, or a  parent or subsidiary thereof, or shall be substituted for by similar options,  rights or awards covering the shares of the successor or survivor  corporation, or a parent or subsidiary thereof, with appropriate adjustments  as to the number and kind of shares and prices;  (iii) that, subject to Section 6(g)(viii), the Award shall be exercisable or payable  or fully vested with respect to all Shares covered thereby, notwithstanding  anything to the contrary in the applicable Award Agreement; or  (iv) that the Award cannot vest, be exercised or become payable after a date  certain in the future, which may be the effective date of the event.  (c) Correction of Defects, Omissions and Inconsistencies.  The Committee may,  without prior approval of the shareholders of the Company,  correct any defect,  





 






      supply any omission or reconcile any inconsistency in the Plan or in any Award or  Award Agreement in the manner and to the extent it shall deem desirable to  implement or maintain the effectiveness of the Plan.  Section 8. Income Tax Withholding  In order to comply with all applicable federal, state, local or foreign income tax laws or regulations,  the Company may take such action as it deems appropriate to ensure that all applicable federal,  state, local or foreign payroll, withholding, income or other taxes, which are the sole and absolute  responsibility of a Participant, are withheld or collected from such Participant.  In order to assist a  Participant in paying all or a portion of the applicable taxes to be withheld or collected upon  exercise or receipt of (or the lapse of restrictions relating to) an Award, the Committee, in its  discretion and subject to such additional terms and conditions as it may adopt, may permit the  Participant to satisfy such tax obligation by (a) electing to have the Company withhold a portion  of the Shares otherwise to be delivered upon exercise or receipt of (or the lapse of restrictions  relating to) such Award with a Fair Market Value equal to the amount of such taxes (but only to  the extent necessary to satisfy minimum statutory withholding requirements if required by ASC  Topic 718 to avoid adverse accounting treatment) or (b) delivering to the Company Shares other  than Shares issuable upon exercise or receipt of (or the lapse of restrictions relating to) such Award  with a Fair Market Value equal to the amount of such taxes.  The election, if any, must be made on  or before the date that the amount of tax to be withheld is determined.  Section 9. General Provisions  (a) Currency.  Unless otherwise specified, all currency amounts are stated in United  States dollars.  (b) No Rights to Awards.  No Eligible Person, Participant or other Person shall have  any claim to be granted any Award under the Plan, and there is no obligation for  uniformity of treatment of Eligible Persons, Participants or holders or beneficiaries  of Awards under the Plan.  The terms and conditions of Awards need not be the  same with respect to any Participant or with respect to different Participants.  (c) Award Agreements.  No Participant shall have rights under an Award granted to  such Participant unless and until an Award Agreement shall have been signed by  the Participant (if requested by the Company), or until such Award Agreement is  delivered and accepted through an electronic medium in accordance with  procedures established by the Company.  An Award Agreement need not be signed  by a representative of the Company unless required by the Committee.  Each Award  Agreement shall be subject to the applicable terms and conditions of the Plan and  





 






      any other terms and conditions (not inconsistent with the Plan) determined by the  Committee.  (d) Plan Provisions Prevail.  In the event that any provision of an Award Agreement  conflicts with or is inconsistent in any respect with the terms of the Plan as set forth  herein or subsequently amended, the terms of the Plan shall prevail.  (e) No Rights of Shareholders.  Except with respect to Shares issued under Awards (and  subject to such conditions as the Committee may impose on such Awards pursuant  to Section 6(c)(i) or Section 6(e)), neither a Participant nor the Participant’s legal  representative shall be, or have any of the rights and privileges of, a shareholder of  the Company with respect to any Shares issuable upon the exercise or payment of  any Award, in whole or in part, unless and until such Shares have been issued.  (f) No Limit on Other Compensation Arrangements.  Nothing contained in the Plan  shall prevent the Company or any Affiliate from adopting or continuing in effect  other or additional compensation plans or arrangements, and such plans or  arrangements may be either generally applicable or applicable only in specific  cases.  (g) No Right to Employment.  The grant of an Award shall not be construed as giving a  Participant the right to be retained as an employee of the Company or any Affiliate,  nor will it affect in any way the right of the Company or an Affiliate to terminate a  Participant’s employment at any time, with or without Cause, in accordance with  applicable law.  In addition, the Company or an Affiliate may at any time dismiss a  Participant from employment free from any liability or any claim under the Plan or  any Award, unless otherwise expressly provided in the Plan or in any Award  Agreement.  Nothing in this Plan shall confer on any person any legal or equitable  right against the Company or any Affiliate, directly or indirectly, or give rise to any  cause of action at law or in equity against the Company or an Affiliate.  Under no  circumstances shall any person ceasing to be an employee of the Company or any  Affiliate be entitled to any compensation for any loss of any right or benefit under  the Plan which such employee might otherwise have enjoyed but for termination of  employment, whether such compensation is claimed by way of damages for  wrongful or unfair dismissal, breach of contract or otherwise.  By participating in  the Plan, each Participant shall be deemed to have accepted all the conditions of the  Plan and the terms and conditions of any rules and regulations adopted by the  Committee and shall be fully bound thereby.  





 






      (h) Governing Law.  The internal law, and not the law of conflicts, of the Province of  British Columbia, Canada shall govern all questions concerning the validity,  construction and effect of the Plan or any Award, and any rules and regulations  relating to the Plan or any Award.  (i) Severability.  If any provision of the Plan or any Award is or becomes or is deemed  to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the  Plan or any Award under any law deemed applicable by the Committee, such  provision shall be construed or deemed amended to conform to applicable laws, or  if it cannot be so construed or deemed amended without, in the determination of  the Committee, materially altering the purpose or intent of the Plan or the Award,  such provision shall be stricken as to such jurisdiction or Award, and the remainder  of the Plan or any such Award shall remain in full force and effect.  (j) No Trust or Fund Created.  Neither the Plan nor any Award shall create or be  construed to create a trust or separate fund of any kind or a fiduciary relationship  between the Company or any Affiliate and a Participant or any other Person.  To  the extent that any Person acquires a right to receive payments from the Company  or any Affiliate pursuant to an Award, such right shall be no greater than the right  of any unsecured general creditor of the Company or any Affiliate.  (k) Other Benefits.  No compensation or benefit awarded to or realized by any  Participant under the Plan shall be included for the purpose of computing such  Participant’s compensation or benefits under any pension, retirement, savings,  profit sharing, group insurance, disability, severance, termination pay, welfare or  other benefit plan of the Company, unless required by law or otherwise provided  by such other plan.  (l) No Fractional Shares.  No fractional Shares shall be issued or delivered pursuant  to the Plan or any Award, and the Committee shall determine whether cash shall be  paid in lieu of any fractional Share or whether such fractional Share or any rights  thereto shall be canceled, terminated or otherwise eliminated.  (m) Headings.  Headings are given to the sections and subsections of the 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 the Plan or any  provision thereof.     





 






      Section 10. Clawback or Recoupment  All Awards under this Plan shall be subject to any applicable law, rule or regulation or applicable  stock exchange rule, including, without limitation, Section 304 of the Sarbanes-Oxley Act of 2002,  Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any  applicable stock exchange listing rule adopted pursuant thereto. Awards may be granted with  additional clawback or recoupment conditions or provisions as may be determined by the  Committee.  Section 11. Effective Date of the Plan  This Plan, which was adopted by the Board on April 5 2016 and approved by the shareholders of  the Company at the annual meeting of shareholders of the Company held on May 19, 2016, is  effective as of and from the date of such shareholder approval (the “Effective Date”).  For the  avoidance of doubt, the provisions of subparagraphs 6(g)(ix), (x) and (xi) of this Plan, which were  adopted by the Committee on May 9, 2019 to provide for the memorialization in this Plan of those  terms and conditions that applied to Awards granted under this Plan since the Effective Date, are  also effective as of and from the Effective Date notwithstanding the actual date of grant of any  applicable Award Agreement.  Section 12. Term of the Plan  No Award shall be granted under the Plan, and the Plan shall terminate, on the tenth anniversary  of the Effective Date, or any earlier date of discontinuation or termination established pursuant to  Section 7(a) of the Plan; provided, however, that no Performance Award shall be granted under the  Plan after the first shareholder meeting to occur in the fifth year following the year in which  shareholders approved the Performance Goals unless and until the Performance Goals or the Plan  is re-approved by the shareholders.  Unless otherwise expressly provided in the Plan or in an  applicable Award Agreement, any Award theretofore granted may extend beyond such dates, and  the authority of the Committee provided for hereunder with respect to the Plan and any Awards,  and the authority of the Board to amend the Plan, shall extend beyond the termination of the Plan.     





 






      AMENDMENT NO. 1 TO THE  ARBUTUS BIOPHARMA CORPORATION  2016 OMNIBUS SHARE AND INCENTIVE PLAN     The Arbutus Biopharma Corporation 2016 Omnibus Share and Incentive Plan, as  supplemented (the “Plan”), is hereby amended (this “Amendment”) as set forth below, effective  as of the date of adoption of this Amendment by the Board of Directors (the “Board”) of Arbutus  Biopharma Corporation (the “Company”).    1. Section 6(e).  The last sentence of Section 6(e) of the Plan is hereby amended and  restated to read in its entirety as follows:    “Notwithstanding the foregoing, (i) the Committee may not grant Dividend  Equivalents to Eligible Persons in connection with grants of Options, Stock  Appreciation Rights or other Awards the value of which is based solely on an increase  in the value of the Shares after the date of grant of such Award, and (ii) no dividend or  Dividend Equivalent payments shall be made to a Participant with respect to any  Award prior to the date on which all vesting conditions or restrictions relating to such  Award (or portion thereof to which the dividend or Dividend Equivalent relates) have  been satisfied, waived or lapsed.”    2. Section 6(g).  Section 6(g)(viii) of the Plan is hereby removed in its entirety.  Sections  6(g)(ix), (x) and (xi) of the Plan are hereby renumbered to Sections 6(g)(viii), (ix) and  (x), respectively.     3. Section 7(b).  Section 7(b) of the Plan is hereby amended and restated to read in its  entirety as follows:    “Change in Control. Upon the effective time of a Change in Control, except as  otherwise provided in an applicable Award Agreement or in another written  agreement with a Participant, the parties to the Change in Control may agree that  Awards shall be assumed, continued or substituted for by the successor entity, with  appropriate adjustments as to the number and kind of shares and prices subject to the  Award.  Except as otherwise provided in an applicable Award Agreement or in  another written agreement with a Participant, if, within twelve (12) months following  a Change in Control in which a Participant’s Awards are assumed, continued or  substituted for by the successor entity, the Participant’s status as a service provider is  terminated without Cause by the Company or an Affiliate (or a successor company of  the Company or such Affiliate), excluding, for such purposes, a transfer of  employment or service by the service provider between or among the Company and  one or more Affiliates, then all of the Participant’s outstanding Awards shall become  fully vested and exercisable as of the moment immediately prior to such termination.    In the event Awards are not assumed, continued or substituted for by the successor  entity in a Change in Control, upon the effective time of the Change in Control, the  Plan and all Awards shall terminate.  In the event of such termination, except as  





 






      otherwise may be provided in an applicable Award Agreement or in another written  agreement with a Participant, all Options and Stock Appreciation Rights with time- based vesting conditions or restrictions shall become fully exercisable as of the  effective time of the Change in Control, all other Awards with time-based vesting  conditions or restrictions shall become fully vested and nonforfeitable as of the  effective time of the Change in Control, and all Awards with conditions and  restrictions relating to the attainment of performance goals shall be deemed to vest  and become nonforfeitable as of the effective time of the Change in Control assuming  the higher of (i) achievement of all relevant performance goals at the “target” level  (prorated based upon the length of time within the performance period that elapsed  prior to the Change in Control) or (ii) actual achievement as of a date reasonably  proximal to the date of the consummation of the Change in Control, as determined by  the Committee or the Board in its sole discretion.  For purposes of clause (ii) of the  preceding sentence, if, based on the discretion of the Committee or the Board, actual  achievement is not determinable, the relevant performance goals shall be deemed to  have been achieved at the “target” level (prorated based upon the length of time  within the performance period that elapsed prior to the Change in Control).  In  addition, in the event of such termination, the Committee or the Board shall have the  option, in its sole discretion, (a) to make or provide for a payment, in cash or in kind,  to Participants holding Options and Stock Appreciation Rights equal to the difference  between the per share consideration paid in the Change in Control transaction and the  exercise price or grant price, as applicable, of the Options or Stock Appreciation  Rights and/or (b) to provide that each Participant shall be permitted, within a  specified period of time prior to the Change in Control, to exercise all outstanding  Options and Stock Appreciation Rights, to the extent then exercisable.  For purposes  of clause (a) of the preceding sentence, if the exercise price or grant price, as  applicable, of any Option or Stock Appreciation Right is equal to or greater than the  per share consideration paid in the Change in Control transaction, the Committee or  the Board may, in its sole discretion, cancel the Option or Stock Appreciation Right  without the payment of consideration therefor. The Committee or the Board shall also  have the option, in its sole discretion, to make or provide for a payment, in cash or in  kind, to holders of other Awards in an amount equal to the per share consideration  paid in the Change in Control transaction multiplied by the number of vested Shares  subject to the Award.”    4. Section 11.  The references to Sections 6(g)(ix), (x) and (xi) in Section 11 of the Plan  are hereby changed to Sections 6(g)(viii), (ix) and (x), respectively.    5. The Plan shall otherwise be unchanged by this Amendment.       





 






      To record adoption of this Amendment of the Plan by the Board as of April 22, 2020, the  Company has caused its authorized officer to execute this Amendment to the Plan.         ARBUTUS BIOPHARMA CORPORATION         By:_/s/ William H. Collier____________________            William H. Collier            President and Chief Executive Officer     





 






AMENDMENT NO. 2 TO THE  ARBUTUS BIOPHARMA CORPORATION  2016 OMNIBUS SHARE AND INCENTIVE PLAN  The Arbutus Biopharma Corporation 2016 Omnibus Share and Incentive Plan, as  supplemented and amended (the “Plan”), is hereby amended (this “Amendment”) as set forth  below, effective as of the date of adoption of this Amendment by the Board of Directors (the  “Board”) of Arbutus Biopharma Corporation (the “Company”), subject to the approval of this  Amendment by the shareholders of the Company, as provided below.  1. Section 4(a).  The first sentence of Section 4(a) of the Plan is hereby amended and restated to read in its entirety as follows: “Subject to adjustment as provided in Section 4(c) of the Plan, the aggregate number of Shares that may be issued under all Awards under the Plan shall equal 8,000,000.” 2. Section 6(a)(iv)(A).  Section 6(a)(iv)(A) of the Plan is hereby amended and restated to read in its entirety as follows: “The aggregate number of Shares that may be issued under all U.S. Incentive Stock Options under the Plan shall be 8,000,000 Shares.” 3. The Plan shall otherwise be unchanged by this Amendment. 4. This Amendment is adopted subject to approval by the shareholders of the Company at the Company’s 2020 annual general meeting of shareholders on May 28, 2020 (the “Annual Meeting”).  If the shareholders fail to approve this Amendment at the Annual Meeting, the Plan shall continue in existence in accordance with its terms. To record adoption of this Amendment of the Plan by the Board as of April 22, 2020, and  approval of this Amendment by the shareholders on May 28, 2020, the Company has caused its  authorized officer to execute this Amendment to the Plan.  ARBUTUS BIOPHARMA CORPORATION  By:_/s/ William H. Collier____________________       William H. Collier       President and Chief Executive Officer  





 






AMENDMENT NO. 3 TO THE  ARBUTUS BIOPHARMA CORPORATION  2016 OMNIBUS SHARE AND INCENTIVE PLAN  The Arbutus Biopharma Corporation 2016 Omnibus Share and Incentive Plan, as  supplemented and amended (the “Plan”), is hereby amended (this “Amendment”) as set forth  below, effective as of the date of adoption of this Amendment by the Board of Directors (the  “Board”) of Arbutus Biopharma Corporation (the “Company”), subject to the approval of this  Amendment by the shareholders of the Company, as provided below.  1. Section 4(a).  The first sentence of Section 4(a) of the Plan is hereby amended and restated to read in its entirety as follows: “Subject to adjustment as provided in Section 4(c) of the Plan, the aggregate number of Shares that may be issued under all Awards under the Plan shall equal 17,000,000.” 2. Section 6(a)(iv)(A).  Section 6(a)(iv)(A) of the Plan is hereby amended and restated to read in its entirety as follows: “The aggregate number of Shares that may be issued under all U.S. Incentive Stock Options under the Plan shall be 17,000,000 Shares.” 3. The Plan shall otherwise be unchanged by this Amendment. 4. This Amendment is adopted subject to approval by the shareholders of the Company at the Company’s 2021 annual general meeting of shareholders on May 26, 2021 (the “Annual Meeting”).  If the shareholders fail to approve this Amendment at the Annual Meeting, the Plan shall continue in existence in accordance with its terms. To record adoption of this Amendment of the Plan by the Board as of April 7, 2021, and  approval of this Amendment by the shareholders on May 26, 2021, the Company has caused its  authorized officer to execute this Amendment to the Plan.  ARBUTUS BIOPHARMA CORPORATION  By:_/s/ William H. Collier    __________    William H. Collier    President and Chief Executive Officer