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Exhibit 4.8 - 

**
AMENDED J.A. BOMBARDIER (J.A.B.) INC.**MANAGEMENT OPTION PLAN,****DATED FEBRUARY 1, 2006**
 

 

 
   **J.A. Bombardier (J.A.B.) Inc.****Amended and Restated Management Option Plan****February 1, 2006**   
**J.A. Bombardier (J.A.B.) Inc.
**Management Option Plan 

ARTICLE 1 PURPOSE 

1.1Purpose 
The purpose of this Plan is to advance theinterests of J.A. Bombardier (J.A.B.) Inc. (the "**Corporation**") and itssubsidiaries by enhancing their ability to attract and retain employees,managers and directors, to reward such individuals for their contributions andto encourage such individuals to take into account the long-term interests ofthe Corporation and its subsidiaries through their participation in theCorporation's share capital by receiving Class B Shares. 
**ARTICLE 2 INTERPRETATION 

2.1Definitions 
When used herein the following terms have the followingmeanings, respectively: 

"**Adverse Claim**" means anypledge, charge, lien, security interest, mortgage, adverse claim or otherencumbrance of any kind or character; 

"**Affiliate**"or "**Affiliated**" means:
(a)with respect to any specifiedPerson other than a natural Person, any other Person which directly orindirectly through one or more intermediaries controls, or is controlled by, oris under common control with, such specified Person (for the purposes of thisdefinition, "control" (including, with correlative meanings, the terms"controlling," "controlled by" and "under common control with"), as used withrespect to any Person other than a natural Person, means the possession,directly or indirectly, of the power to direct or cause the direction of themanagement or policies of such Person, whether through the ownership of votingsecurities, by agreement or otherwise); and 
(b)with respect to any naturalPerson, any natural Person who is a Member of the Immediate Family of suchnatural Person. 
"**Board**"means the board of directors of the Corporation; 

"**Call Notice**"has the meaning set forth in Section 4.7 (b) of this Plan. 

"**CallOption**" has the meaning set forth in Section 4.7 (a) of this Plan. 
"**Canadian Securities Authorities**"means any of The British Columbia Securities Commission, Alberta SecuritiesCommission, Saskatchewan Securities Commission, The 

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Manitoba SecuritiesCommission, Ontario Securities Commission, Commission des valeurs mobilières duQuébec, Justice Securities Administration (New Brunswick), Nova ScotiaSecurities Commission, Registrar of Securities (Prince Edward Island), Directorof Securities (Government of Newfoundland and Labrador), Registrar of Securities(Northwest Territories Justice Securities Registry), Registrar of Securities(Yukon Justice), Nunavut Legal Registries, and any of their successors. 

"**CanadianSecurities Laws**" means the securities legislation of each of the provincesand territories of Canada, as amended from time to time, and the rules,regulations, blanket orders and orders having application to the Corporation andforms made or promulgated under that legislation and the policies, instruments,bulletins and notices of one or more of the Canadian Securities Authorities.

"**Cause**" means,with respect to any Participant, the following events or conditions, (i) (otherthan by reason of Disability) the willful failure to perform, or grossnegligence in the performance of, the Participant's material duties andresponsibilities to the Corporation or any of its subsidiaries, or willfulfailure to follow or carry out any reasonable material direction of the Board,and the continuance of such failure or gross negligence for a period of thirtydays after written notice to such Participant; (ii) the material breach by suchParticipant of any agreement to which such Participant and the Corporation orany of its subsidiaries are party, which breach continues for thirty days afterwritten notice to Participant; (iii) the commission of fraud, embezzlement,theft, sexual harassment or other material dishonesty by Participant; (iv) theconviction of Participant of, or plea by Participant of nolo contendere to, anyfelony or any other crime involving dishonesty or moral turpitude; and (v) anyother intentional action or intentional omission that involves a material breachof fiduciary obligation on the part of such Participant or otherwise couldreasonably be expected to have a material adverse effect upon the business,interests, or reputation of the Corporation or any of its subsidiaries. 

"**Change of Control**"means the first Transfer resulting in 50% or more of the then outstanding ClassA Shares of the Corporation being held by any Person or group of Persons actingin concert (other than the Investors and their Affiliates and other than anunderwriter in connection with a Public Offering); 

"**Class A Shares**"means the Class A Common Shares in the capital of the Corporation; 

"**Class B Shares**"means the Class B Common Shares in the capital of the Corporation; 

"**Committee**" hasthe meaning set forth in Section 3.2 of this Plan; 

"**Common Shares**" means thecommon shares of the Corporation (including the Class A Shares and the Class BShares); 

"**Corporation**" has the meaningset forth in Section 1.1 of this Plan; 

"**Date****of****Grant**"means, for any Option, the date upon which the Option was granted; 

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"**Director**" means a member ofthe Board or of the board of directors of an Affiliated company; 

"**Disabled**" or "**Disability**"means, for purposes of the Plan only, the inability of an Optionee to performsubstantially all of such Optionee's duties and responsibilities to theCorporation and its Affiliates as a result of any illness, injury, accident orcondition of either a physical or psychological nature suffered by such Optionee,with or without reasonable accommodation, for 180 consecutive days, asdetermined by a physician selected by the Corporation to whom the Optionee hasno reasonable objection. 

"**Electing Purchaser**" has themeaning set forth in Section 4.7(c) of this Plan; 

"**Exercise****Notice**" meansa notice in writing, in the form set out in Schedule A, signed by an Optioneeand stating the Optionee's intention to exercise a particular Option; 

"**Exercise****Price**" meansthe price at which a Class B Share may be purchased pursuant to the exercise ofan Option; 

"**Exercise****Period**" means the period of time during which an Option granted under thisPlan may be exercised (provided however that the Exercise Period may not exceed10 years from the relevant Date of Grant); 

"**Initial PublicOffering**" means the first sale of Common Shares (whether in a primaryoffering of new shares or a secondary offering of issued and outstanding shares)to an underwriter for reoffering to the public in a Public Offering pursuant to(i) an effective registration statement filed with the SEC on Form S-1 (or anysuccessor form), (ii) a preliminary and final prospectus filed with any CanadianSecurities Authority under Canadian Securities Laws or (iii) comparablemechanics under the securities laws of any other jurisdiction; 

"**Investors**" has the meaning setforth in the Shareholders Agreement; 

"**Member of theImmediate Family**" means, with respect to any individual, each spouse(whether by marriage or civil union) or common law partner (as defined in the *Income Tax Act* (Canada)) or child or other descendants (whether by birth oradoption) of such individual, each spouse (whether by marriage or civil union)or common law partner (as defined in the *Income Tax Act* (Canada)) of anyof the aforementioned individuals, each trust created solely for the benefit ofone or more of the aforementioned Persons and their spouses and each custodianor guardian of any property of one or more of the aforementioned Persons in hiscapacity as such custodian or guardian. 

"**Option**" means anon-assignable, non-transferable right to purchase Class B Shares under thisPlan; 

"**Optionee**" means a Participantwho has been granted one or more Options; 

"**Option****Agreement**" meansa signed, written agreement between an Optionee and the Corporation evidencingthe terms and conditions on which an Option has been granted. 

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"**Participant**"means a Director or an officer of the Corporation or of an Affiliated company, acurrent full-time or part-time employee or contract employee of the Corporationor of an Affiliated company. "Participant" includes Registered RetirementSavings Plans or Registered Retirement Income Funds established by or for theDirector, officer or individual employee (or under which such individual is thebeneficiary) and a subsidiary entity of such individual; 

"**Person**" meansany individual, partnership, corporation, company, association, trust, jointventure, limited liability company, unincorporated organization, entity ordivision, or any government, governmental department or agency or politicalsubdivision thereof; 

"**Plan**" means this ManagementOption Plan; 

"**PublicOffering**" a public offering and sale of Common Shares for cash pursuant to (i)an effective registration statement under the United States *Securities Act of1933*, as in effect from time to time, (ii) a preliminary and finalprospectus filed with any Canadian Securities Authority under CanadianSecurities Laws or (iii) comparable mechanics under the securities laws of anyother jurisdiction.****
"**Retirement**"means retirement from active employment with the Corporation and an Affiliatedcompany at or after age 65 or at or after such earlier age and upon thecompletion of such years of service as the Board may specify; 

"**Remaining Shares**" has themeaning set forth in Section 4.7(c) of this Plan; 

"**Shareholder Call Group**" hasthe meaning set forth in Section 4.7(a) of this Plan; 

"**Shareholders****Agreement**" means theUnanimous Shareholders Agreement dated as of December 18, 2003 among theCorporation, Bombardier Recreational Products Inc. and the shareholders of theCorporation; 
"**Subject Shares**" has themeaning set forth in Section 4.7 of this Plan; and 

"**Termination****Date**" means in thecase of a Participant whose employment or term of office with the Corporation oran Affiliated company terminates in the circumstances set out in Section 4.6(b)or 4.6(c), the date that is designated by the Corporation or an Affiliatedcompany, as the case may be, as the last day of the Optionee's employment orterm of office with the Corporation or the Affiliated company, as the case maybe, provided that in the case of termination of employment by voluntaryresignation by the Optionee, such date shall not be earlier than the date noticeof resignation was given, and "Termination Date" specifically does not mean thedate on which any period of reasonable notice that the Corporation or theAffiliated company (as the case may be) may be required at law to provide to theOptionee, would expire. **2.2Interpretation 
(a)Whenever the Board or, whereapplicable, the Committee is to exercise discretion in the administration of theterms and conditions of this Plan, the term 

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"discretion" means the sole andabsolute discretion of the Board or the Committee, as the case may be. 

(b)As used herein, the terms"Article", "Section", "Subsection" and "clause" mean and refer to the specifiedArticle, Section, Subsection and clause of this Plan, respectively. 
(c)Words importing the singularinclude the plural and vice versa and words importing any gender include anyother gender. 
(d)In this Plan, a Person isconsidered to be a "subsidiary entity" of another Person if: 
(i)it is controlled by, 
(A)that other, or 
(B)that other and one or morePersons, each of which is controlled by that other, or 
(C)two or more Persons, each of which is controlled by that other; or 

(ii) it is a subsidiary entity of a Personthat is that other's subsidiary entity. 

(e) In this Plan, a Person is consideredto be "controlled" by a Person if: (i) in the case of a Person, 
(A)voting securities of thefirst-mentioned Person carrying more than 50% of the votes for the election ofdirectors are held, otherwise than by way of security only, by or for thebenefit of the other Person, and 
(B)the votes carried by thesecurities are entitled, if exercised, to elect a majority of the directors ofthe first-mentioned Person; 
(ii)in the case of a partnershipthat does not have directors, other than a limited partnership, thesecond-mentioned Person holds more than 50% of the interests in the partnership;or 
(iii)in the case of a limitedpartnership, the general partner is the second-mentioned Person. 
(f)Unless otherwise specified,all references to money amounts are to Canadian currency. 

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**ARTICLE 3 ADMINISTRATION 

3.1Administration 
Subject to Section 3.2, this Plan will be administered by theBoard and the Board has sole and complete authority, in its discretion, to:

(a)determine the individuals(from among the Participants) to whom Options may be granted; 
(b)grant Options in such amountsand, subject to the provisions of this Plan, on such terms and conditions as itdetermines including: 
(i)the time or times at whichOptions may be granted; 
(ii)the Exercise Price, whichwill not be less than the fair market value of the Common Shares subject to theOption determined as of the date of grant; 
(iii)the time or times when eachOption vests and becomes exercisable and, subject to Section 4.2, the durationof the Exercise Period; 
(iv)whether restrictions orlimitations are to be imposed on the Class B Shares and the nature of suchrestrictions or limitations (including, without limitation, the conditions ofexercise set forth in Section ARTICLE 4); and 
(v)any acceleration ofexercisability or waiver of termination regarding any Option, based on suchfactors as the Board may determine; 
(c)interpret this Plan andadopt, amend and rescind administrative guidelines and other rules andregulations relating to this Plan; and 
(d)make all otherdeterminations, settle all controversies and disputes that may arise under thisPlan and take all other actions necessary or advisable for the implementationand administration of this Plan. 
The Board's determinations and actions underthis Plan are conclusive and binding on the Corporation and all other Persons.The day-to-day administration of the Plan may be delegated to such officers andemployees of the Corporation or of an Affiliated company as the Boarddetermines. 
**3.2Delegation to Committee 
To the extent permitted by applicable law, theBoard may, from time to time, delegate to a committee (the "**Committee**")of the Board all or any of the powers conferred on the Board under the Plan. Insuch event, the Committee will exercise the powers delegated to it by the Boardin the manner and on the terms authorized by the Board. Any decision made oraction taken by the Committee arising out of or in connection with theadministration or interpretation of this Plan in this context is final andconclusive. 

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**3.3Eligibility 
All Participants are eligible to participatein the Plan, subject to Sections 4.51(b) and 4.6(d). Eligibility to participatedoes not confer upon any Participant any right to be granted Options pursuant tothe Plan. The extent to which any Participant is entitled to be granted Optionspursuant to the Plan will be determined in the sole and absolute discretion ofthe Board.**3.4Total Class B Shares Subject toOptions 
(a)The aggregate number of ClassB Shares that may be issued pursuant to the exercise of Options must not exceed28,400,000. 
(b)No Option may be granted ifsuch grant would have the effect of causing the total number of Class B Sharessubject to Options to exceed any of the total numbers of Class B Shares reservedfor issuance pursuant to the exercise of Options and set forth in Section3.4(a). Subject to applicable law and the provisions of the ShareholdersAgreement, the Board may, in its discretion, amend the Plan to increase suchnumbers of Class B Shares without notice to any Optionees. 
(c)To the extent Optionsterminate for any reason prior to exercise in full or are cancelled (with theconsent of the Optionee), the Class B Shares subject to such Options shall beadded back to the applicable number of Class B Shares reserved for issuanceunder the Plan and such Class B Shares will again become available for grantunder this Plan as set forth in Section 3.4(a). **3.5Option Agreements 
All grants of Options under Section 4.1 of this Plan will beevidenced by Option Agreements. Such Option Agreements will be subject to theapplicable provisions of this Plan and contain such provisions as are requiredby this Plan and any other provisions that the Board may, in its discretion,direct. Any one officer of the Corporation is authorized and empowered toexecute and deliver, for and on behalf of the Corporation, an Option Agreementto each Optionee. 
**3.6Non-transferability 
Subject to Section 4.5 and except asspecifically provided in an Option Agreement approved by the Board, Optionsgranted under this Plan may only be exercised during the lifetime of theOptionee by such Optionee personally. No assignment or transfer of Options,whether voluntary, involuntary, by operation of law or otherwise, vests anyinterest or right in such Options whatsoever in any assignee or transferee(except that an Optionee may transfer Options to a corporation in respect ofwhich the Optionee is the sole shareholder) and immediately upon any assignmentor transfer, or any attempt to make the same, such Options will terminate and beof no further force or effect. If any Optionee (the "**Original Optionee**")has transferred Options to a corporation pursuant to this Section 3.6, suchOptions will terminate and be of no further force or effect if at any time theOriginal Optionee should cease to own all of the issued shares of suchcorporation other than by reason of death. 

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**ARTICLE 4 GRANT OF OPTIONS 

4.1Grant of Options 
The Board may, from time to time, subject to the provisions of this Plan andsuch other terms and conditions as the Board may prescribe, grant Options to anyParticipant. 
**4.2Expiration of Options 
Subject to any accelerated termination as setforth in this Plan (including, without limitation, as provided in Sections 4.5,4.6 and 4.7), each Option expires on the 10th anniversary of the Dateof Grant.**4.3Vesting, Conditions of Exercise andExercise Period 
The Board may determine the time or times atwhich an Option will vest and become exercisable. Once an instalment has vestedand become exercisable, it remains exercisable until expiration or terminationof the Option, unless otherwise specified by the Board in the Option Agreemententered into in connection with the grant of such Option. Each Option orinstalment may be exercised at any time or from time to time, in whole or inpart, for up to the total number of Class B Shares with respect to which it isthen exercisable. The Board has the right to accelerate the date upon which anyinstalment of any Option becomes exercisable notwithstanding the vestingschedule set forth in such Option, regardless of any adverse or potentiallyadverse tax consequences resulting from such acceleration. 

Subject to the provisions of this Plan and any OptionAgreement, Options shall be exercised by means of a fully completed ExerciseNotice delivered to the Corporation. 
**4.4Payment of Exercise Price 
The Exercise Notice must be accompanied by payment in full ofthe purchase price for the Class B Shares to be purchased. The Exercise Pricemust be fully paid in cash or by certified cheque, bank draft or money orderpayable to the Corporation or by such other means as might be specified fromtime to time by the Board. No Class B Shares will be issued or transferred untilfull payment therefor has been received by the Corporation. As soon aspracticable after receipt of any Exercise Notice and full payment, theCorporation will deliver to the Optionee a certificate or certificatesrepresenting the acquired Class B Shares. 
**4.5Exercise upon Retirement, Death orDisability of Optionee 
If a Participant dies or becomes Disabledwhile an employee, director or officer of the Corporation or an Affiliatedcompany or if the employment or term of office of the Optionee with theCorporation or an Affiliated company terminates due to Retirement: 

(a)the executor or administratorof the Optionee's estate or the Optionee, as the case may be, may exercise anyOptions of the Optionee to the extent that the Options were exercisable at thedate of such death, Disability or Retirement and the right to exercise suchOptions terminates on the earlier of: (i) in the case of the Optionee's death,the date that is 365 days from the date of the Optionee's death, 

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and in the case ofOptionee's Disability or Retirement, the date that is 90 days from the date ofthe Optionee's Disability or Retirement; and (ii) the date on which the ExercisePeriod of the particular Option expires. Any Options held by the Optionee thatwere not exercisable at the date of death, Disability or Retirement immediatelyexpire and are cancelled on such date; and 

(b)such Optionee's eligibilityto receive further grants of Options under the Plan ceases as of the date of theOptionee's death, Disability or Retirement, as the case may be. **4.6Exercise upon Termination ofEmployment or Services 
(a)Where, in the case of aParticipant, an Optionee's employment or term of office with the Corporation oran Affiliated company ceases by reason of the Optionee's death, Disability orRetirement, then the provisions of Section 4.5 will apply. 
(b)Where, in the case of aParticipant, an Optionee's employment or term of office terminates by reason oftermination by the Corporation or an Affiliated company without Cause (whethersuch termination occurs with or without any or adequate reasonable notice, orwith or without any or adequate compensation in lieu of such reasonable notice),then any Options held by the Optionee that are exercisable at the TerminationDate continue to be exercisable by the Optionee until the earlier of: (A) thedate that is 60 days after the Termination Date; and (B) the date on which theExercise Period of the particular Option expires. Any Options held by theOptionee that are not exercisable at the Termination Date immediately expire andare cancelled on the Termination Date. 
(c)Where, in the case of aParticipant, an Optionee's employment or term of office terminates by reason of(i) termination by the Corporation or an Affiliated company for Cause or (ii)voluntarily resignation by the Optionee, then any Options held by the Optionee,whether or not exercisable at the Termination Date, immediately expire and arecancelled on such date or at a time as may be determined by the Board, in itssole discretion. 
(d)An Optionee's eligibility toreceive further grants of Options under the Plan ceases as of the date that theCorporation or an Affiliated company, as the case may be, provides the Optioneewith written notification that the Optionee's employment or term of office, asthe case may be, is terminated, notwithstanding that such date may be prior tothe Termination Date. 
(e)Unless the Board, in itsdiscretion, otherwise determines, at any time and from time to time, Options arenot affected by a change of employment within or among the Corporation or anAffiliated company for so long as the Participant continues to be an employee,director or officer of the Corporation or an Affiliated company, as the case maybe. 

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**4.7Call on Optionee Stock 
(a)Except as otherwise set forth in any Option Agreement, upon any Participant'stermination of employment with the Corporation and its subsidiaries for anyreason, the Corporation shall have the right to purchase (a "**Call Option**")all or any portion of the securities which is obtained by such Participantthrough the exercise of an option (the "**Subject Shares**") or originallyissued to such Participant but held by one or more permitted transferees underthe Shareholders Agreement (collectively, the "**ShareholderCall Group**"). The repurchase price shall be paid in cash; provided, however,that at the election of the Corporation the Corporation may pay the repurchaseprice in part in cash and in part in notes as follows: 
(i)the Corporation will pay aportion of the repurchase price in cash in an amount not less than the amount oftax required to be paid by the Seller in respect to the year of repurchase inconnection with the repurchase, such amount to be reasonably determined in goodfaith by the Corporation on the basis of the highest income tax rate applicableto taxpayers of the applicable type in the jurisdiction in question, 
(ii)the Corporation will issue apromissory note in the aggregate principal amount equal to the balance of therepurchase price, the principal amount of which note will be due and payable inthree equal annual installments, the first such installment becoming due andpayable on the first anniversary of the issuance of such note, and interest willaccrue thereon at a rate 8% per annum and be payable in cash annually inarrears, in each case subject to the provisions of clause (iii) below, and
(iii)notwithstanding any of theprovisions of any promissory note issued under Section 4.7(a)(ii), includingwithout limitation, the stated maturity of such note and the stated date onwhich interest payments are due, cash payments in respect of such promissorynote will not become due and payable until such time as such payment can be madewithout violating any debt financing agreement to which the Corporation or anyof its subsidiaries is, from time to time, a party. 
Except as otherwiseprovided herein or the Option Agreement, the repurchase price per share pursuantto the Call Option shall be the fair market value of such share at the time ofrepurchase pursuant to the Call Option. Except as otherwise provided in theOption Agreement, if a Participant's employment is terminated by the Corporationfor Cause, the repurchase price per share will be equal to the lesser of: (A)the original purchase price of such shares as reduced (but not below $.01 pershare) to account for any amounts paid by the Corporation in respect ofdividends or distributions relating to the Subject Shares and (B) the fairmarket value of such share at the time of repurchase pursuant to the CallOption. For purposes of this Section 4.7, fair market value of the shares shallbe determined by the Board in good faith, taking into account all material factsthen actually known to the Board. 

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(b)The Corporation may exercise the Call Option by providing written notice of suchexercise (the "**Call Notice**") to the applicable Shareholder Call Groupwithin 60 days after the later of (i) the effectiveness of the termination ofemployment and (ii) the 180th day after any stock option held by theapplicable Participant could have been exercised. The Call Notice shall statethat the Corporation has elected to exercise the Call Option, and the number andexpected repurchase price of the Subject Shares with respect to which the CallOption is being exercised. In such event, closing of the share sale pursuant tothe Call Option shall take place at such time and place as the Corporation shallspecify by notice to the******Participant****which will be no later than 30 days after the date of the Corporation'snotice of exercise of the Call Option. At the closing of such sale, the holderof Subject Shares to be sold shall deliver the certificates evidencing theshares to be purchased by the Corporation duly endorsed, or with stock (orequivalent) powers duly endorsed, for transfer with signature guaranteed, freeand clear of any liens or encumbrances, with any stock (or equivalent) transfertax stamps affixed, against payment of the repurchase price required by thisSection 4.7. In the event that such holder of Subject Shares fail to deliversuch certificates to the Corporation on the date specified by the Corporationfor the closing, the Corporation may cancel such Subject Shares on the books andrecords of the Corporation and deposit such repurchase price in a separate bankaccount for the benefit of such holders, which the Corporation shall release tosuch holders upon receipt of such share certificates. The delivery of acertificate or certificates for Subject Shares by any Person selling SubjectShares pursuant to any Call Option shall be deemed a representation and warrantyby such Person that: (i) such Person has full right, title and interest in andto such Subject Shares; (ii) such Person has all necessary power and authorityand has taken all necessary action to sell such Subject Shares as contemplated;(iii) such Subject Shares are free and clear of any and all liens orencumbrances and (iv) there is no Adverse Claim with respect to such SubjectShares. 
(c)If the Corporation elects not to exercise its Call Option or does not elect topurchase all of the Subject Shares, the Corporation shall deliver a notice tothe Investors notifying the Investors of its election within 60 days after thelater of (i) the effectiveness of the termination of employment and (ii) the 180thday after any stock option held by the applicable Participant could have beenexercised. The Investors shall have a second option to purchase any of theSubject Shares which are not purchased by the Corporation or its assignee (the "**RemainingShares**") on the same term and conditions described above. Each Investor mayelect to purchase (each, an "**Electing Purchaser**") any number of theRemaining Shares by providing a written notice thereof to the applicableParticipant within 90 daysafter the later of (i) the effectiveness of the termination of employment and(ii) the 180th day after any stock option held by the applicableParticipant shall have been exercised; provided however, the number of RemainingShares to be purchased by each Electing Purchaser shall be determined asfollows: 
(i)First, each ElectingPurchaser shall be allocated a number of Remaining Shares equal to the lesser of(A) the number of Remaining Shares as to which the Electing Purchaser elected topurchase or (B) such Electing 

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Purchaser's pro ratashare of such Remaining Shares based on the number of Class A Shares owned bysuch Electing Purchaser as of immediately prior to the expiration of the periodfor submitting election notices, and 

(ii)the balance, if any, shall beoffered and allocated to Electing Purchasers to the extent they express (or inthe election notice expressed) a willingness to purchase additional RemainingShares (and, in the case of oversubscription for such additional RemainingShares, shall be allocated among Electing Purchasers in such manner as they mayagree, or absent agreement pro rated in accordance with their respectiveownership of Class A Shares as of immediately prior to the expiration of theperiod for submitting election notices). 
(d)Neither the Corporation norany Person directly or indirectly affiliated with the Corporation (in each casewhether as a shareholder, director, officer, manager, employee, agent orotherwise) shall have any duty or obligation to affirmatively disclose to anyParticipant or other Person, and none of the Participants or other Persons shallhave any right to be advised of, any material information regarding theCorporation or otherwise at any time prior to, upon, or in connection with anytermination of his/her employment by the Corporation and its subsidiaries uponthe exercise of any Call Option or any purchase of the Subject Shares inaccordance with the terms hereof. 
(e)The provisions of thisSection 4.7 shall expire on the occurrence of an Initial Public Offering orChange of Control. **4.8Discretion to Permit Exercise 
Notwithstanding the provisions of Sections 4.5 and 4.6, theBoard may, in its discretion, at any time prior to or following the eventscontemplated in such sections and in any Option Agreement, permit the exerciseof any or all Options held by the Optionee in the manner and on the termsauthorized by the Board, provided that the Board will not, in any case,authorize the exercise of an Option pursuant to this section beyond theexpiration of the Exercise Period of the particular Option. 
**4.9Change of Control 
Except as otherwise set forth in any OptionAgreement, in the event of any Change of Control transaction in which there isan acquiring or surviving entity, the Board may provide for substitute orreplacement options of similar value from, or the assumption of outstandingOptions by, the acquiring or surviving entity or one or more of itssubsidiaries, any such substitution, replacement or assumption to be on suchterms as the Board in good faith determines; provided, however, that inthe event of a Change of Control transaction the Board may take, as to anyoutstanding Option, any one or more of the following actions: 

(a)provide that any or allOption shall thereupon terminate; provided that any such outstanding Optionsthat have vested shall remain exercisable until consummation of such Change ofControl; 

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(b)make any outstanding Optionexercisable in full. **4.10Shareholders Agreement 
Each Optionee must, at the time of exercisingan Option, sign and deliver a counterpart and acknowledgement to theShareholders Agreement (if such Optionee is not already a party thereto and ifsuch Shareholders Agreement is still in effect) in the form attached as ScheduleB to this Plan. Each Optionee acknowledges that the Shareholders Agreementrestricts transfers of Class B Shares.****
4.11Conditions of Exercise 
Each Optionee will, when requested by theCorporation, sign and deliver all such documents relating to the granting orexercise of Options which the Corporation deems necessary or desirable. 
**ARTICLE 5 SHARE CAPITAL ADJUSTMENTS 

5.1General 
The existence of any Options does not affect in any way theright or power of the Corporation or its shareholders to make, authorize ordetermine any adjustment, recapitalization, reorganization or any other changein the Corporation's capital structure or its business, or any amalgamation,combination, merger or consolidation involving the Corporation, to create orissue any bonds, debentures, Common Shares or other securities of theCorporation or to determine the rights and conditions attaching thereto, toeffect the dissolution or liquidation of the Corporation or any sale or transferof all or any part of its assets or business, or to effect any other corporateact or proceeding, whether of a similar character or otherwise, whether or notany such action referred to in this section would have an adverse effect on thisPlan or any Option granted hereunder. 
**5.2Reorganization of Corporation'sCapital 
Should the Corporation effect a subdivision or consolidationof Common Shares or any similar capital reorganization or a payment of a stockdividend (other than a stock dividend that is in lieu of a cash dividend), orshould any other change be made in the capitalization of the Corporation that,in the opinion of the Board, would warrant the replacement of any existingOptions in order to adjust: (a) the number of Common Shares that may be acquiredon the exercise of any outstanding Options; and/or (b) the Exercise Price of anyoutstanding Options in order to preserve proportionately the rights andobligations of the Optionees, the Board will authorize such steps to be taken asmay be equitable and appropriate to that end. 
**5.3Other Events Affecting theCorporation 
In the event of an amalgamation, combination, merger or otherreorganization involving the Corporation by exchange of Class B Shares, by saleor lease of assets or otherwise, that, in the opinion of the Board, warrants thereplacement of any existing Options in order to adjust: (a) the number of ClassB Shares that may be acquired on the exercise of any outstanding Options; or (b)the Exercise Price of any outstanding Options in order to preserveproportionately the rights 

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and obligations of the Optionees, the Board will authorizesuch steps to be taken as may be equitable and appropriate to that end. 
**5.4Immediate Exercise of Awards 
Where the Board determines that the steps provided inSections 5.2 and 5.3 would not preserve proportionately the rights andobligations of the Optionees in the circumstances or otherwise determines thatit is appropriate, the Board may permit the immediate exercise of anyoutstanding Options that are not otherwise exercisable. 
**5.5Issue by Corporation of AdditionalShares 
Except as expressly provided in this Article 5, neither theissue by the Corporation of shares of any class or securities convertible intoor exchangeable for shares of any class, nor the conversion or exchange of suchshares or securities, affects, and no adjustment by reason thereof is to be madewith respect to: (a) the number of Class B Shares that may be acquired on theexercise of any outstanding Options; or (b) the Exercise Price of anyoutstanding Options. 
**5.6Fractions 
No fractional Class B Shares will be issued on the exerciseof an Option. Accordingly, if, as a result of any adjustment under Sections 5.2to 5.4 inclusive, an Optionee would become entitled to a fractional CommonShare, the Optionee has the right to acquire only the adjusted number of fullClass B Shares and no payment or other adjustment will be made with respect tothe fractional Class B Shares so disregarded. 
**5.7Conditions of Exercise 
The Plan and each Option are subject to therequirement that if at any time the Board determines that the listing,registration or qualification of the Class B Shares subject to such Option uponany stock exchange or under any provincial, state or federal law, or the consentor approval of any governmental body, stock exchange or of the holders of theClass B Shares generally, is necessary or desirable, as a condition of, or inconnection with, the granting of such Option or the issue or purchase of Class BShares thereunder, no such Option may be granted or exercised in whole or inpart unless such listing, registration, qualification, consent or approval hasbeen effected or obtained free of any conditions not acceptable to the Board.The Optionees shall, to the extent applicable, cooperate with the Corporation inrelation to such listing, registration, qualification, consent or other approvaland shall have no claim or cause of action against the Corporation or any of itsofficers or directors as a result of any failure by the Corporation to obtain orto take any steps to obtain any such registration, qualification or approval.
**ARTICLE 6 MISCELLANEOUS PROVISIONS 

6.1Legal Requirement 
The Corporation is not obligated to grant any Options, issueany Class B Shares or other securities, make any payments or take any otheraction if, in the opinion of the Board, in its sole discretion, such actionwould constitute a violation by an Optionee or the Corporation of any 

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provision of any applicable statutory or regulatory enactmentof any government or government agency. 
**6.2Optionee's Entitlement 
Except as otherwise provided in this Plan, Options previouslygranted under this Plan, whether or not then exercisable, are not affected byany change in the relationship between, or ownership of, the Corporation and anAffiliated company. For greater certainty, all Options remain valid andexercisable in accordance with the terms and conditions of this Plan and are notaffected by reason only that, at any time, an Affiliated company ceases to be anAffiliated company. 
**6.3Withholding Taxes 
The exercise of each Option granted under this Plan issubject to the condition that if at any time the Corporation determines, in itsdiscretion, that the satisfaction of withholding tax or other withholdingliabilities is necessary or desirable in respect of such exercise, such exerciseis not effective unless such withholding has been effected to the satisfactionof the Corporation. In such circumstances, the Corporation may require that anOptionee pay to the Corporation, in addition to and in the same manner as theExercise Price for the Class B Shares, such amount as the Corporation is obligedto remit to the relevant taxing authority in respect of the exercise of theOption. Any such additional payment is due no later than the date as of whichany amount with respect to the Option exercised first becomes includable in thegross income of the Optionee for tax purposes. 
**6.4Rights of Participant/Optionee
No Participant has any claim or right to be granted an Option(including, without limitation, an Option granted in substitution for any Optionthat has expired pursuant to the terms of this Plan), and the granting of anyOption is not to be construed as giving an Optionee a right to remain in theemploy of the Corporation or an Affiliated company. No Optionee has any rightsas a shareholder of the Corporation in respect of Common Shares issuable on theexercise of rights to acquire Common Shares under any Option (including, withoutlimitation, the payment of dividends or other distributions) until the allotmentand issuance to the Optionee of certificates representing such Common Shares.The loss of existing or potential profit in Options granted under this Planshall not constitute an element of damages in the event of termination of anOptionee's employment or service in any office or otherwise. 
**6.5Termination; Amendment 
(a)The Plan will terminate and,for greater certainty, all unexercised Options shall terminate and expire on thedate upon which no further Class B Shares remain available for issuance pursuantto Options which may be granted under the Plan and no Options remain outstandingunless renewed for such further period and upon such terms and conditions as theBoard may determine. 
(b)The Board may, withoutnotice, at any time or from time to time, amend, suspend or terminate this Planor any provisions hereof in such respects as it, in its sole discretion,determines appropriate. No such amendment, suspension or termination of thisPlan, without the consent of any Optionee or the 

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representatives of hisor her estate, as applicable, alters or impairs any rights or obligationsarising from any Option previously granted to an Optionee under this Plan.
**6.6Indemnification 
Every Director will at all times be indemnified and savedharmless by the Corporation from and against all costs, charges and expenseswhatsoever including any income tax liability arising from any suchindemnification, that such Director may sustain or incur by reason of anyaction, suit or proceeding, taken or threatened against the Director, otherwisethan by the Corporation, for or in respect of any act done or omitted by theDirector in respect of this Plan, such costs, charges and expenses to includeany amount paid to settle such action, suit or proceeding or in satisfaction ofany judgement rendered therein. 
**6.7Participation in the Plan 
The participation of any Participant in the Plan is entirelyvoluntary and not obligatory and shall not be interpreted as conferring uponsuch Participant any rights or privileges other than those rights and privilegesexpressly provided in the Plan. In particular, participation in the Plan doesnot constitute a condition of employment nor a commitment on the part of theCorporation to ensure the continued employment of such Participant. The Plandoes not provide any guarantee against any loss which may result fromfluctuations in the market value of the Class B Shares. The Corporation does notassume responsibility for the income or other tax consequences for theParticipants and they are advised to consult with their own tax advisors. 
**6.8Effective Date 
This Plan becomes effective on a date to be determined by the Board. 
**6.9Language 
The parties have expressly requested that thisPlan and all related documents be drafted in English only. *Les parties ont expressément requis quece regime et tous les documents qui s'y rattachent soient rédigés en anglaisseulement*.**6.10Governing Law 
This Plan is created under and is to be governed, construed and administeredin accordance with the laws of the Province of Quebec and the laws of Canadaapplicable therein. 

**SCHEDULE A 

Stock Option Plan Exercise Notice Form -Options**
I, ____________________________, hereby exercise the option(print name) to purchase__________________Class B Shares of  _______________(the "Corporation") at a purchase price of $___________per Common Share. This Exercise Notice is delivered in respect of theoption to purchase _______________Class B Shares of the Corporation that wasgranted to me on _________________pursuant to the Option Agreement entered intobetween the Corporation and me. In connection with the foregoing, I enclosecash, a certified cheque, bank draft or money order payable to the Corporationin the amount of $________________ as full payment for the Class B Shares to bereceived upon exercise of the Option. 
 
______________________________________________________________DateOptionee's Signature
**SCHEDULE B 

Form of Counterpart and Acknowledgement 

Acknowledgement and Counterpart to the  Shareholders Agreement between dated as of December 18, 2003, among J.A.  Bombardier (J.A.B.) Inc. (the "Corporation"), Bombardier Recreational Products  Inc., and shareholders of the Corporation, as the same may be amended,  restated or replaced (the "Agreement").**
The undersigned agrees to be bound, at thetime he or she acquires shares of the Corporation, by all the provisions of theAgreement including, without limitation, all covenants, agreements, obligations,representations and warranties made by a Manager in the Agreement and will beentitled to all the benefits and entitlements of a Manager under the Agreement,except as otherwise set out therein, and the Agreement will apply to theundersigned *mutatismutandis* without further action by the undersigned or any party thereto.This Option and any securities issued upon exercise of this Option constituteManagement Shares as defined in the Agreement. The undersigned confirms that heor she has received a copy of the Agreement or have been given the opportunityto review the Agreement, and has obtained, or has had the opportunity to obtain,independent legal advice prior to entering into this agreement andacknowledgement. *(***DATED**this __________ day of _________________, _______. __________________________________________________________Witness:Optionee:****************************************************************************

**