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                                                                    EXHIBIT 10.8

                                COREL CORPORATION

                              EQUITY INCENTIVE PLAN

            Section 1. Purpose. The purposes of this Corel Corporation Equity
Incentive Plan (the "Plan") are to encourage selected employees, officers,
directors and consultants of, and other individuals providing services to, Corel
Corporation (together with any successor, the "Company") and its Affiliates (as
defined below) to acquire a proprietary interest in the growth and performance
of the Company, to generate an increased incentive to contribute to the
Company's future success and prosperity thus enhancing the value of the Company
for the benefit of its shareholders, and to enhance the ability of the Company
and its Affiliates to attract and retain exceptionally qualified individuals
upon whom, in large measure, the sustained progress, growth and profitability of
the Company depend.

            Section 2. Definitions. As used in the Plan, the following terms
will have the meanings set out below:

            "Affiliate" means, with respect to any entity, any entity that,
directly or through one or more intermediaries, is controlled by such entity,
including any entity in which such entity owns a significant equity interest, as
determined by the Committee.

            "Award" means any Option, Share Appreciation Right, Restricted
Share, Restricted Share Unit, Performance Share Unit, or Other Share-Based Award
granted under the Plan.

            "Award Agreement" means any written agreement, contract or other
instrument or document evidencing any Award granted under the Plan.

            "Board" means the Board of Directors of the Company.

            "Cause", as used in connection with the termination of a
Participant's employment, means (1) with respect to any Participant employed
under a written employment agreement with the Company or an Affiliate of the
Company which agreement includes a definition of "cause," "cause" as defined in
that agreement or, if that agreement contains no such definition, a material
breach by the Participant of that agreement, or (2) with respect to any other
Participant, the failure to perform adequately in carrying out the Participant's
employment responsibilities, including any directives from the Board, or the
Participant engaging in behavior in the Participant's personal or business life
as to lead the Committee in its reasonable judgment to determine that it is in
the best interests of the Company to terminate the Participant's employment.

            "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and the regulations promulgated under it.

            "Committee" means the Compensation Committee of the Board, provided,
however, to the extent deemed necessary or appropriate, a committee other than
the Compensation Committee may be designated by the Board to administer the Plan
and such other committee may be vested with any of the powers and
responsibilities hereunder and shall be

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considered the Committee for any and all of such purposes hereunder. To the
extent the Company desires to grant Incentive Stock Options, such committee
shall be composed of not less than two directors of the Company, neither of whom
shall be employees of the Company or its Affiliates and each of whom shall
otherwise be "outside directors" for purposes of Section 162(m) of the Code. To
the extent the Company is no longer a "foreign private issuer" as defined in
Exchange Act Rule 3b-4 and wishes to have a "Qualified Plan" as defined in Rule
16b-3(b)(4), such committee shall be composed of not less than two directors of
the Company, each of whom are "non-employee directors" for purposes of Exchange
Act Section 16 and Rule 16b-3 thereunder.

            "Common Shares" means any or all, as applicable, of the common
shares of the Company and any other securities or property as may become the
subject of Awards, or become subject to Awards, pursuant to an adjustment made
under Section 4(b) of the Plan and any other securities of the Company or any
Affiliate or any successor that may be so designated by the Committee.

            "Consultant" means any consultant of, or other individual providing
services to, the Company or any Affiliate, provided that, for purposes of Awards
made to individuals in Canada, a consultant means a person that (1) is engaged
to provide services to the Company and/or an Affiliate, other than services
provided in relation to a distribution of securities, (2) provides the services
under a written contract with the Company and/or the Affiliate and (3) spends or
will spend a significant amount of time and attention on the affairs and
business of the Company and/or the Affiliate.

            "Control Person" means, with respect to any entity, a person that
controls such entity.

            "Employee" means any employee of the Company or of any Affiliate.

            "Exchange Act" means the United States Securities Exchange Act of
1934, as amended.

            "Fair Market Value" means (1) with respect to any property other
than the Common Shares, the fair market value of that property determined by
those methods or procedures as may be established from time to time by the
Committee and (2) with respect to the Common Shares, the closing sale price
reported for such Common Shares on the date of reference on the Principal
Market. If there is no closing sale price reported on any such date, the Fair
Market Value will be determined by the Committee in accordance with the
regulations promulgated under Section 2031 of the Code, or by any other
appropriate method selected by the Committee.

            "Good Reason", as used in connection with the termination of a
Participant's employment, means (1) with respect to any Participant employed
under a written employment agreement with the Company or an Affiliate of the
Company, "good reason" or similar term as defined in that written agreement or,
if such agreement contains no such definition, a material breach by the Company
of that agreement, or (2) with respect to any other Participant, a failure

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by the Company to pay that Participant any amount otherwise vested and due and a
continuation of that failure for 30 business days following notice to the
Company of that failure.

            "Incentive Stock Option" means an option granted under Section 6(a)
of the Plan that is intended to meet the requirements of Section 422 of the Code
or any successor provision.

            "insider" has the same meaning as found in the Securities Act
(Ontario), as amended, and also includes associates and affiliates of the
insider; and "issuances to insiders" includes direct and indirect issuances to
insiders.

            "Non-Qualified Stock Option" means an option granted under Section
6(a) of the Plan that is not intended to be an Incentive Stock Option. Any stock
option granted by the Committee which is not designated an Incentive Stock
Option will be deemed a Non-Qualified Stock Option.

            "Option" means an Incentive Stock Option or a Non-Qualified Stock
Option.

            "Other Share-Based Award" means any right granted under Section
6(e)(i) of the Plan.

            "Participant" means any individual granted an Award under the Plan.

            "Performance Share Unit" means any right granted under Section 6(e)
of the Plan.

            "Person" means any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, or
government or political subdivision of a government.

            "Principal Market" means the principal stock exchange, quotation
system or other market on which the Common Shares are listed, admitted to
trading, posted for trading or quoted upon which has occurred the greatest
trading volume of the Common Shares for the six months (or, to the extent the
Common Shares have not been listed, admitted to trading, posted for trading or
quoted for at least six months, the next longest period since the Common Shares
were initially listed, admitted to trading, posted for trading or quoted) prior
to the date of reference, provided, however, that to the extent deemed necessary
or appropriate, the Principal Market shall be as determined by the Committee in
accordance with applicable law, rules and regulations.

            "Released Securities" means securities that were Restricted Shares
but with respect to which all applicable restrictions have expired, lapsed or
been waived in accordance with the terms of the Plan or the applicable Award
Agreement.

            "Restricted Shares" means any Common Shares granted under Section
6(c) of the Plan, any right granted under Section 6(c) of the Plan that is
denominated in Common Shares or any other Award under which issued and
outstanding Common Shares are held subject to certain restrictions.

            "Restricted Share Unit" means a right to receive a Common Share or
the Fair Market Value of a Common Share granted under Section 6(d) of the Plan.

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            "Securities Act" means the United States Securities Act of 1933, as
amended.

            "Share Appreciation Right" means any right granted under Section
6(b) of the Plan.

            "Significant Event" means, unless otherwise defined in an Award
Agreement or a written employment agreement between the Company and a
Participant (which definition shall govern), the occurrence of any of the
following events: (1) a person or group of persons becomes the beneficial owner
of securities of the Company constituting 50% or more of the voting power of all
outstanding voting securities of the Company, (2) a majority of the Company's
Board as of the date of adoption of this Plan (including any successors approved
by the then existing Board) cease to constitute a majority of the Board; (3) a
merger, consolidation, amalgamation or arrangement of the Company (or a similar
transaction) occurs, unless after the event, 50% or more of the voting power of
the combined company is beneficially owned by the same person or group of
persons as immediately before the event; or (4) the Company's shareholders
approve a plan of complete liquidation or winding-up of the Company, or the sale
or disposition of all or substantially all the Company's assets (other than a
transfer to an Affiliate of the Company); provided that the following shall not
constitute a Significant Event: (i) any person or group of persons becoming the
beneficial owner of the threshold of securities specified in (1) as a result of
the acquisition of securities by the Company or a subsidiary which, by reducing
the number of securities outstanding, increases the proportional number of
securities beneficially held by that person or group of persons, (ii) any
acquisition of securities directly from the Company in connection with a bona
fide financing or series of financings by the Company, (iii) any acquisition by
an employee benefit plan (or related trust) sponsored or maintained by the
Company or its Affiliates or (iv) beneficial ownership by Corel Holdings, L.P.,
its Affiliates and/or its Control Persons or any increased ownership by any of
them.

            "U.S. Participant" means any Participant residing in the United
States or who is a U.S. citizen.

            Section 3. Administration.

            (a)   The Plan will be administered by the Committee subject to the
                  Committee reporting to the Board as required by the
                  Committee's mandate.

            (b)   Subject to the terms of the Plan and applicable law, and in
                  addition to other express powers and authorizations conferred
                  on the Committee by the Plan, the Committee will have full
                  power and authority to, subject to the Plan: (1) designate
                  Participants; (2) determine the type or types of Awards to be
                  granted to an eligible Employee or other individual under the
                  Plan; (3) determine the number and classification of Common
                  Shares to be covered by (or with respect to which payments,
                  rights or other matters are to be calculated in connection
                  with) Awards; (4) determine the terms and conditions of any
                  Award; (5) determine whether, to what extent, and under what
                  circumstances Awards may be settled or exercised in cash,
                  Common Shares, other securities, other Awards or other
                  property, or canceled, forfeited or suspended, and the method
                  or methods by which

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                  Awards may be settled, exercised, canceled, forfeited or
                  suspended; (6) determine requirements for the vesting or
                  exercisability of Awards or performance criteria to be
                  achieved in order for Awards to vest, the acceleration of
                  vesting or the waiver of forfeiture or other restrictions on
                  awards; (7) determine whether, to what extent and under what
                  circumstances cash, Common Shares, other securities, other
                  Awards, other property and other amounts payable with respect
                  to an Award under the Plan will be deferred either
                  automatically or at the election of the holder or of the
                  Committee; (8) interpret and administer the Plan and any
                  instrument or agreement relating to, or Award made under, the
                  Plan; (9) establish, amend, suspend or waive any rules and
                  regulations and appoint any agents as it will deem appropriate
                  for the proper administration of the Plan; (10) determine
                  whether awards will be adjusted for dividend entitlements;
                  (11) amend or adjust the terms and conditions of outstanding
                  Awards; (12) implement an Award exchange program, (13) arrange
                  for financing by broker-dealers (including payment by the
                  Company of commissions) and establish award exercise
                  procedures, (14) establish procedures for payment of
                  withholding tax obligations with cash or shares and (15) make
                  any other determination and take any other action that the
                  Committee deems necessary or desirable for the administration
                  of the Plan.

            (c)   Unless otherwise expressly provided in the Plan, all
                  designations, determinations, interpretations and other
                  decisions under or with respect to the Plan or any Award will
                  be within the sole discretion of the Committee, may be made at
                  any time and will be final, conclusive and binding upon all
                  Persons, including the Company, any Affiliate, any
                  Participant, any holder or beneficiary of any Award, any
                  shareholder and any Employee.

            (d)   Any reference in this Plan to the date of termination or
                  cessation or a Participant's employment shall mean the
                  Participant's last day of active employment and shall not
                  include any period of statutory, contractual or reasonable
                  notice or any period of deemed employment.

            (e)   Notwithstanding the foregoing, the maximum number of Common
                  Shares underlying or relating to Awards which may be granted
                  to any one Participant under this Plan in any calendar year
                  will not exceed 500,000 Common Shares, subject to the
                  adjustments provided in Section 4(b), and no Awards under this
                  Plan will be granted after December 31, 2015.

            (f)   Notwithstanding anything to the contrary in this Plan:

                  (i)   the maximum number of securities of the Company issuable
                        to insiders at any time under (A) this Plan and (B) all
                        of the Company's other security based compensation
                        arrangements, shall not exceed ten percent (10%) of the
                        Company's total issued and outstanding securities,
                        subject to the adjustments provided in Section 4(b); and

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                  (ii)  the maximum number of securities of the Company issued
                        to insiders within any one year period under (A) this
                        Plan and (B) all of the Company's other security based
                        compensation arrangements, shall not exceed ten percent
                        (10%) of the Company's total issued and outstanding
                        common shares, subject to the adjustments provided in
                        Section 4(b).

            Section 4. Common Shares Available for Awards.

            (a)   Common Shares Available. Subject to adjustment as provided in
                  Section 4(b):

                  (i)   Calculation of Number of Common Shares Available. The
                        number of Common Shares available for granting Awards
                        under the Plan initially will be 2,850,000 any or all of
                        which Awards may be or may be based on Common Shares,
                        any other related security or any combination. In
                        addition, no more than 500,000 Common Shares may be
                        issued on the exercise of Incentive Stock Options and no
                        more than 700,000 Common Shares may be issued as
                        Restricted Shares.

                  (ii)  Shares Becoming Again Available. If, after the effective
                        date of the Plan, any Common Shares covered by an Award
                        granted under the Plan or to which such an Award relates
                        lapses, expires, terminates or is forfeited; are settled
                        in cash; or otherwise terminate or are canceled without
                        the delivery of Common Shares or other consideration,
                        and Common Shares surrendered to the Company as payment
                        of exercise price, withholding tax or as part of an
                        Award exchange program will to that extent again be, or
                        will become, available for granting Awards under the
                        Plan.

                  (iii) Accounting for Awards. For purposes of this Section 4,

                        (A)   if an Award is denominated in or based upon Common
                              Shares, the number of Common Shares covered by
                              that Award or to which that Award relates will be
                              counted on the date of grant of that Award against
                              the total number of Common Shares available for
                              granting Awards under the Plan and against the
                              maximum number of Awards available to any
                              Participant; and

                        (B)   Awards not denominated in Common Shares may be
                              counted against the total number of Common Shares
                              available for granting Awards under the Plan and
                              against the maximum number of Awards available to
                              any participant in that amount and at such time as
                              the

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                              Committee determines under procedures adopted by
                              the Committee consistent with the purposes of the
                              Plan;

                        provided, however, that Awards that operate in tandem
                        with (whether granted simultaneously with or at a
                        different time from), or that are substituted for, other
                        Awards may be counted or not counted under procedures
                        adopted by the Committee in order to avoid double
                        counting.

                        Any Common Shares that are delivered by the Company, and
                        any Awards that are granted by, or become obligations
                        of, the Company, through the assumption by the Company
                        or an Affiliate of, or in substitution for, outstanding
                        awards previously granted by an acquired company will,
                        in the case of Awards granted to Participants who are
                        executive officers or directors of the Company, be
                        counted against the Common Shares available for granting
                        Awards under the Plan.

                  (iv)  Sources of Common Shares Deliverable Under Awards. Any
                        Common Shares delivered pursuant to an Award may
                        consist, in whole or in part, of authorized and unissued
                        Common Shares or of outstanding Common Shares acquired
                        on the open market.

            (b)   Adjustments. In the event that the Committee determines that
                  any dividend or other distribution (whether in the form of
                  cash, Common Shares, other securities or other property),
                  recapitalization, stock split, stock dividend, reverse stock
                  split, reorganization, merger, consolidation, split-up,
                  spin-off, combination, repurchase or exchange of Common Shares
                  or other securities of the Company, issuance of warrants or
                  other rights to purchase Common Shares or other securities of
                  the Company, or other similar corporate transaction or event
                  affects the Common Shares such that an adjustment is
                  determined by the Committee to be appropriate in order to
                  prevent dilution or enlargement of the benefits or potential
                  benefits intended to be made available under the Plan, then
                  the Committee will, in any manner as it may deem equitable,
                  adjust any or all of (1) the number and kind of Common Shares
                  (or other securities or property) which thereafter may be made
                  the subject of Awards, (2) the number and kind of Common
                  Shares (or other securities or property) subject to
                  outstanding Awards, and (3) the grant or exercise price with
                  respect to any Award or, if deemed appropriate, make provision
                  for a cash payment to the holder of an outstanding Award;
                  provided, however, that the number of Common Shares subject to
                  any Award denominated in Common Shares will always be a whole
                  number.

            (c)   Significant Events. If a Significant Event occurs, and unless
                  otherwise provided in an Award Agreement or a written
                  employment contract between the Company and a Participant and
                  except as otherwise set out in

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                  this paragraph, the Committee, in its sole discretion, may
                  provide that (1) the successor corporation will assume each
                  Award or replace it with a substitute Award, (2) the Awards
                  will become exercisable or vested in whole or in part upon
                  written notice, (3) the Awards will be surrendered for a cash
                  payment, or (4) any combination of the foregoing will occur.
                  Awards to Participants who are directors of the Company shall
                  automatically become exercisable and vested in full on the
                  occurrence of a Significant Event. If a U.S. Participant is
                  entitled to receive payments that would qualify as excess
                  "parachute payments'" under Section 280G of the Code, those
                  payments may be reduced so that the participant is not subject
                  to the excise tax under Section 4999 of the Code if such a
                  reduction would result in the U.S. Participant receiving a
                  greater after-tax payment.

            Section 5. Eligibility. Any Employee, including any officer or
employee-director of the Company or of any Affiliate, and any Consultant of the
Company or any Affiliate will be eligible to be designated a Participant. A
non-employee director will be eligible to receive Non-Qualified Stock Options
under the Plan. No more than 500,000 Common Shares may be the subject of the
total Awards granted to any one Participant in any calendar year. In the case of
any "specified employee" who is a U.S. Participant, distributions may not be
made prior to the date which is 6 months after the date of separation from
service (or, if earlier, the date of death of the Employee). For purposes of the
preceding sentence, a specified employee is a key employee (as defined in
section 416(i) of the Code without regard to paragraph (5) thereof).

            Section 6. Awards.

            (a)   Options. The Committee is hereby authorized to grant to
                  eligible individuals options to purchase Common Shares (each,
                  an "Option") which will contain the following terms and
                  conditions and with any additional terms and conditions, in
                  either case not inconsistent with the provisions of the Plan,
                  as the Committee determines:

                  (i)   Exercise Price. The purchase price per Common Share
                        purchasable under an Option will be determined by the
                        Committee; provided, however, that the exercise price
                        will not be less than one hundred percent (100%) of the
                        Fair Market Value of a Common Share on the date of grant
                        of that Option, or any other price as required under
                        Section 6(a)(iv).

                  (ii)  Time and Method of Exercise. Subject to the terms of
                        Section 6(a)(iii), the Committee will 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, without limitation, cash,
                        Common Shares, outstanding Awards, or other property, or
                        any combination thereof, having a Fair Market Value on
                        the exercise date equal to the relevant exercise price)
                        in

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                                      -9-

                        which, payment of the exercise price with respect
                        thereto may be made or deemed to have been made.

                  (iii) Exercisability Upon Death, Retirement and Termination of
                        Employment. Subject to the condition that no Option may
                        be exercised in whole or in part after the expiration of
                        the Option period specified in the applicable Award
                        Agreement:

                        (A)   Subject to the terms of paragraph (D) below, upon
                              the death of a Participant while employed or
                              within three (3) months of retirement or
                              disability as defined in paragraph (B) below, the
                              Person or Persons to whom such Participant's
                              rights with respect to any Option held by such
                              Participant are transferred by will or the laws of
                              descent and distribution may, prior to the
                              expiration of the earlier of: (1) the outside
                              exercise date determined by the Committee at the
                              time of granting the Option, or (2) twelve (12)
                              months after such Participant's death, purchase
                              any or all of the Common Shares with respect to
                              which such Participant was entitled to exercise
                              such Option immediately prior to such
                              Participant's death, and any Options not so
                              exercisable will lapse on the date of such
                              Participant's death;

                        (B)   Subject to the terms of paragraph (D) below, upon
                              termination of a Participant's employment with the
                              Company (x) as a result of retirement pursuant to
                              a retirement plan of the Company or an Affiliate
                              or disability (as determined by the Committee) of
                              such Participant, (y) by the Company other than
                              for Cause, or (z) by the Participant with Good
                              Reason, such Participant may, prior to the
                              expiration of the earlier of: (1) the outside
                              exercise date determined by the Committee at the
                              time of granting the Option, or (2) three (3)
                              months after the date of such termination,
                              purchase any or all of the Common Shares with
                              respect to which such Participant was entitled to
                              exercise any Options immediately prior to such
                              termination, and any Options not so exercisable
                              will lapse on such date of termination;

                        (C)   Subject to the terms of paragraph (D) below, upon
                              termination of a Participant's employment with the
                              Company under any circumstances not described in
                              paragraphs (A) or (B) above, such Participant's
                              Options will be immediately canceled to the extent
                              not theretofore exercised;

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                                      -10-

                        (D)   Upon (i) the death of the Participant, or (ii)
                              termination of the Participant's employment with
                              the Company (x) by the Company other than for
                              Cause (y) by the Participant with Good Reason or
                              (z) as a result of retirement or disability as
                              defined in paragraph (B) above, the Company will
                              have the right to cancel all of the Options such
                              Participant was entitled to exercise at the time
                              of such death or termination (subject to the terms
                              of paragraphs (A) or (B) above) for a payment in
                              cash equal to the excess, if any, of the Fair
                              Market Value of one Common Share on the date of
                              death or termination over the exercise price of
                              such Option for one Common Share times the number
                              of Common Shares subject to the Option and
                              exercisable at the time of such death or
                              termination; and

                        (E)   Upon expiration of the respective periods set out
                              in each of paragraphs (A) through (B) above, the
                              Options of a Participant who has died or whose
                              employment has been terminated will be canceled to
                              the extent not theretofore canceled or exercised.

                        (F)   For purposes of paragraphs (A) through (D) above,
                              the period of service of an individual as a
                              director or Consultant of the Company or an
                              Affiliate will be deemed the period of employment.

                  (iv)  Incentive Stock Options. The following provisions will
                        apply only to Incentive Stock Options granted under the
                        Plan:

                        (A)   No Incentive Stock Option will be granted to any
                              eligible Employee who, at the time such Option is
                              granted, owns securities possessing more than ten
                              percent (10%) of the total combined voting power
                              of all classes of securities of the Company or of
                              any Affiliate, except that such an Option may be
                              granted to such an Employee if, at the time the
                              Option is granted, the exercise price is at least
                              one hundred ten percent (110%) of the Fair Market
                              Value of the Common Shares (determined in
                              accordance with Section 2) subject to the Option,
                              and the Option by its terms is not exercisable
                              after the expiration of five (5) years from the
                              date the Option is granted; and

                        (B)   To the extent that the aggregate Fair Market Value
                              of the Common Shares with respect to which
                              Incentive Stock Options (without regard to this
                              subsection) are exercisable for the first time by
                              any individual during any calendar year (under all
                              plans of the Company and its Affiliates) exceeds

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                                      -11-

                              $100,000, such Options will be treated as
                              Non-Qualified Stock Options. This subsection will
                              be applied by taking Options into account in the
                              order in which they were granted. If some but not
                              all Options granted on any one day are subject to
                              this subsection, then such Options will be
                              apportioned between Incentive Stock Option and
                              Non-Qualified Stock Option treatment in such
                              manner as the Committee will determine. For
                              purposes of this subsection, the Fair Market Value
                              of any Common Shares will be determined, in
                              accordance with Section 2, as of the date the
                              Option with respect to such Common Shares is
                              granted.

            (b)   Share Appreciation Rights. The Committee is hereby authorized
                  to grant to eligible Employees "Share Appreciation Rights."
                  Each Share Appreciation Right will consist of a right to
                  receive the excess of (1) the Fair Market Value of one Common
                  Share on the date of exercise or, if the Committee will so
                  determine in the case of any such right other than one related
                  to any Incentive Stock Option, at any time during a specified
                  period before or after the date of exercise over (2) the grant
                  price of the right as specified by the Committee, which will
                  not be less than one hundred percent (100%) of the Fair Market
                  Value of one Common Share on the date of grant of the Share
                  Appreciation Right, which amount will be satisfied in cash or
                  in Common Shares with a Fair Market Value determined as at the
                  applicable date, equal to such amount or in a combination
                  thereof. Subject to the terms of the Plan and any applicable
                  Award Agreement, the grant price, term, methods of exercise,
                  methods of settlement and any other terms and conditions of
                  any Share Appreciation Right granted under the Plan will be as
                  determined by the Committee. The Committee may impose such
                  conditions or restrictions on the exercise of any Share
                  Appreciation Right as it may deem appropriate, provided that
                  Share Appreciation Rights may be payable on a deferred basis
                  only to the extent provided for in the applicable Award
                  Agreement. Share Appreciation Rights may be granted in
                  conjunction with a related Option or separately as a
                  free-standing Share Appreciation Right.

            (c)   Restricted Shares.

                  (i)   Issuance. The Committee is hereby authorized to grant to
                        eligible Employees "Restricted Shares" which will
                        consist of the right to receive, by purchase or
                        otherwise, Common Shares which are subject to such
                        restrictions as the Committee may impose (including,
                        without limitation, any limitation on the right to vote
                        such Common Shares or the right to receive any dividend
                        or other right or property), which restrictions may
                        lapse separately or in combination at such time or
                        times, in such installments or otherwise, as the
                        Committee may deem appropriate.

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                  (ii)  Registration. Restricted Shares granted under the Plan
                        may be evidenced in such manner as the Committee may
                        deem appropriate, including, without limitation,
                        book-entry registration or issuance of a share
                        certificate or certificates. In the event any share
                        certificate is issued in respect of Restricted Shares
                        granted under the Plan, that certificate will be
                        registered in the name of the Participant and will bear
                        an appropriate legend referring to the terms, conditions
                        and restrictions applicable to those Restricted Shares.

                  (iii) Forfeiture. Except as otherwise determined by the
                        Committee, upon termination of a Participant's
                        employment for any reason during the applicable
                        restriction period, all of the Participant's Restricted
                        Shares which had not become Released Securities by the
                        date of termination of employment will be forfeited and
                        reacquired by the Company; provided, however, that the
                        Committee may, when it finds that a waiver would be in
                        the best interests of the Company, waive in whole or in
                        part any or all remaining restrictions with respect to
                        the Participant's Restricted Shares. Unrestricted Common
                        Shares, evidenced in any manner as the Committee will
                        deem appropriate, will be issued to the holder of
                        Restricted Shares promptly after those Restricted Shares
                        become Released Securities.

            (d)   Restricted Share Units. The Committee is hereby authorized to
                  grant to eligible Employees "Restricted Share Units" each of
                  which will consist of the right to receive one Common Share or
                  cash equal to the Fair Market Value of one Common Share,
                  subject to the terms of any applicable Award Agreement and
                  which are subject to such restrictions as the Committee may
                  impose which restrictions may lapse separately or in
                  combination at any time or times, in such installments or
                  otherwise, as the Committee may deem appropriate. The
                  Committee may impose any conditions or restrictions on the
                  exercise of Restricted Share Units as it may deem appropriate.
                  The Committee may also grant Restricted Share Units that are
                  designated as "Deferred Share Units", which may have all of
                  the rights and restrictions that may be applicable to
                  Restricted Share Units, except that the Deferred Share Units
                  may not be redeemed for Common Shares or cash equal to the
                  Fair Market Value of Common Shares until the Participant has
                  ceased to hold all offices, employment and directorships with
                  the Company and its Affiliates.

            (e)   Performance Share Units.

                  (i)   The Committee is hereby authorized to grant to eligible
                        Employees "Performance Share Units." Each Performance
                        Share Unit will consist of a right, (i) denominated or
                        payable in cash, Common Shares, other securities or
                        other property (including, without

<PAGE>

                                      -13-

                        limitation, Restricted Shares), and (ii) which will
                        confer on the holder thereof rights valued as determined
                        by the Committee and payable to, or exercisable by, the
                        holder of the Performance Share Unit, in whole or in
                        part, upon the achievement of such performance goals
                        during such performance periods as the Committee will
                        establish.

                  (ii)  The initial value of a Performance Share Unit will be
                        established by the Committee at the date of grant and,
                        to the extent related to Common Shares, other securities
                        or other property will initially be equal to 100% of the
                        Fair Market Value of a Common Share, such other security
                        or such other property on the date of grant.

                  (iii) Subject to the terms of the Plan and any applicable
                        Award Agreement, the performance goals to be achieved
                        during any performance period, the length of any
                        performance period, the amount of any Performance Share
                        Unit granted, the termination of a Participant's
                        employment and the amount of any payment or transfer to
                        be made pursuant to any Performance Share Unit will be
                        determined by the Committee and by the other terms and
                        conditions of any Performance Share Unit.

                  (iv)  The Committee will issue performance goals prior to the
                        commencement of the performance period to which such
                        performance goals pertain. The performance goals may be
                        based upon the achievement of corporation-wide,
                        divisional or individual goals, or any other basis
                        determined by the Committee. The Committee may modify
                        the performance goals as necessary to align them with
                        the Company's corporate objectives if there is a
                        subsequent material change in the Company's business,
                        operations or capital or corporate structure.

            (f)   Other Share-Based Awards. The Committee is hereby authorized
                  to grant to eligible Employees "Other Share-Based Awards."
                  Each Other Share-Based Award will consist of a right (1) which
                  is other than an Award or right described in Section 6(a),
                  (b), (c), (d) or (e) above and (2) which is denominated or
                  payable in, valued in whole or in part by reference to, or
                  otherwise based on or related to, Common Shares (including,
                  without limitation, securities convertible into Common Shares)
                  as are deemed by the Committee to be consistent with the
                  purposes of the Plan; provided, however, that such right will
                  comply, to the extent deemed desirable by the Committee, with
                  applicable law. Subject to the terms of the Plan and any
                  applicable Award Agreement, the Committee will determine the
                  terms and conditions of Other Share-Based Awards. Common
                  Shares or other securities delivered pursuant to a purchase
                  right granted under this Section 6(e)(i) will be purchased for
                  such consideration, which may be paid by such method or
                  methods and in such form or forms,

<PAGE>

                                      -14-

                  including, without limitation, cash, Common Shares, other
                  securities, other Awards, other property, or any combination
                  thereof, as the Committee will determine.

            (g)   General.

                  (i)   No Cash Consideration for Awards. Awards may be granted
                        for no cash consideration or for such minimal cash
                        consideration as may be 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, except that in no
                        event will an Incentive Stock Option be granted together
                        with a Non-Qualified Stock Option in such a manner that
                        the exercise of one Option affects the right to exercise
                        the other. Awards granted in addition to or in tandem
                        with other Awards may be granted either at the same time
                        as or at a different time from the grant of such other
                        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 will
                        determine, including, without limitation, cash, Common
                        Shares, other securities, 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. In
                        accordance with the above, the Committee may elect (1)
                        to pay a Participant (or such Participant's permitted
                        transferee) upon the exercise of an Option in whole or
                        in part, in lieu of the exercise thereof and the
                        delivery of Common Shares thereunder, an amount of cash
                        equal to the excess, if any, of the Fair Market Value of
                        one Common Share on the date of such exercise over the
                        exercise price of such Option for one Common Share times
                        the number of Common Shares subject to the Option or
                        portion thereof so exercised or (2) to settle other
                        share-denominated Awards in cash. The Committee may
                        provide for financing by broker-dealers (including
                        payment by the Company of commissions) and may establish
                        procedures (including broker-dealer assisted cashless
                        exercise) for payment of withholding tax obligations in
                        cash or in Common Shares.

<PAGE>

                                      -15-

                  (iv)  Limits on Transfer of Awards.

                        (A)   No award (other than Released Securities), and no
                              right under any such Award, may be assigned,
                              alienated, pledged, attached, sold or otherwise
                              transferred or encumbered by a Participant
                              otherwise than by will or by the laws of descent
                              and distribution (or, in the case of Restricted
                              Shares, to the Company) and any such purported
                              assignment, alienation, pledge, attachment, sale
                              or other transfer or encumbrance will be void and
                              unenforceable against the Company or any
                              Affiliate.

                        (B)   Each award, and each right under any Award, will
                              be exercisable during the Participant's lifetime
                              only by the Participant or, if permissible under
                              applicable law, by the Participant's guardian or
                              legal representative.

                  (v)   Terms of Awards. The term of each Award will be for such
                        period as may be determined by the Committee; provided,
                        however, that in no event will the term of any Option
                        exceed a period of ten years from the date of its grant.

                  (vi)  Common Share Certificates. All certificates for Common
                        Shares delivered under the Plan pursuant to any Award or
                        the exercise thereof will be subject to any stop
                        transfer orders and other restrictions as the Committee
                        may deem advisable under the Plan or the rules,
                        regulations, and other requirements of the Securities
                        and Exchange Commission, any stock exchange upon which
                        such Common Shares are then listed, and any applicable
                        federal, state, provincial or territorial securities
                        laws, and the Committee may cause a legend or legends to
                        be put on any such certificates to make appropriate
                        reference to such restrictions.

                  (vii) Delivery of Common Shares or Other Securities and
                        Payment by Participant of Consideration. No Common
                        Shares or other securities will be delivered pursuant to
                        any Award until payment in full of any amount required
                        to be paid pursuant to the Plan or the applicable Award
                        Agreement is received by the Company. Such payment may
                        be made by such method or methods and in such form or
                        forms as the Committee will determine, including,
                        without limitation, cash, Common Shares, other
                        securities, other Awards or other property, or any
                        combination thereof; provided that the combined value,
                        as determined by the Committee, of all cash and cash
                        equivalents and the Fair Market Value of any such Common
                        Shares or other property so tendered to the Company, as
                        of the date of such tender, is at least equal to the
                        full amount required to be

<PAGE>

                                      -16-

                        paid pursuant to the Plan or the applicable Award
                        Agreement to the Company.

            Section 7. Amendments; Adjustments and Termination. Except to the
extent prohibited by applicable law and unless otherwise expressly provided in
an Award Agreement or in the Plan:

            (a)   Amendments to the Plan. Subject to Section 7(g) and the
                  requirements of applicable law, rules and regulations, the
                  Board may amend, alter, suspend, discontinue, or terminate the
                  Plan without the consent of any shareholder, Participant,
                  other holder or beneficiary of an Award, or other Person;
                  provided, however, that, subject to the Company's rights to
                  adjust Awards under Section 7(e) and (f), any amendment,
                  alteration, suspension, discontinuation, or termination that
                  would impair the rights of any Participant, or any other
                  holder or beneficiary of any Award previously granted, will
                  not to that extent be effective without the consent of that
                  Participant, other holder or beneficiary of an Award, as the
                  case may be; and provided further, however, that
                  notwithstanding any other provision of the Plan or any Award
                  Agreement, without the approval of the shareholders of the
                  Company no amendment, alteration, suspension, discontinuation,
                  or termination will be made that would:

                  (i)   increase the total number of Common Shares available for
                        Awards under the Plan, except as provided in Section 4;
                        or

                  (ii)  otherwise cause the Plan to cease to comply with any tax
                        or regulatory requirement, including for these purposes
                        any approval or other requirement.

            (b)   Section 409A of the Code. This Plan will be construed and
                  interpreted to comply with Section 409A of the Code to the
                  extent required to preserve the intended tax consequences of
                  this Plan. The Company reserves the right to amend this Plan
                  to the extent it reasonably determines is necessary in order
                  to preserve the intended tax consequences of this Plan in
                  light of Section 409A of the Code and any regulations or
                  guidance under that section. In no event will the Company be
                  responsible if Awards under this Plan result in penalties to a
                  U.S. Participant under Section 409A of the Code.

            (c)   Section 162(m) of the Code. Performance-based awards to U.S.
                  Participants must be made by an independent committee. Awards
                  to any Participant whom the independent committee determines
                  to be a "covered employee" under Section 162(m) of the Code
                  may be subject to restrictions, including the establishment of
                  performance goals, as necessary for the Award to meet the
                  requirements set out in the Code for performance-based
                  compensation.

<PAGE>

                                      -17-

            (d)   Amendments to Awards. The Committee may waive any conditions
                  or rights under, amend any terms of, or alter, suspend,
                  discontinue, cancel or terminate, any Award previously
                  granted, prospectively or retroactively; provided, however,
                  that, subject to the Company's rights to adjust Awards under
                  Section 7(e) and (f), any amendment, alteration, suspension,
                  discontinuation, cancellation or termination that would impair
                  the rights of any Participant or holder or beneficiary of any
                  Award previously granted, will not to that extent be effective
                  without the consent of the Participant or holder or
                  beneficiary of an Award, as the case may be.

            (e)   Adjustment of Awards Upon Certain Acquisitions. In the event
                  the Company or any Affiliate assumes outstanding employee
                  awards or the right or obligation to make future awards in
                  connection with the acquisition of another business or another
                  corporation or business entity, the Committee may make any
                  adjustments, not inconsistent with the terms of the Plan, in
                  the terms of Awards as it deems appropriate in order to
                  achieve reasonable comparability or other equitable
                  relationship between the assumed awards and the Awards granted
                  under the Plan as so adjusted.

            (f)   Adjustments of Awards Upon the Occurrence of Certain Unusual
                  or Nonrecurring Events. The Committee is hereby authorized to
                  make adjustments in the terms and conditions of, and the
                  criteria included in, Awards in recognition of unusual or
                  non-recurring events (including, without limitation, the
                  events described in Section 4(b) or Section 4(c)) affecting
                  the Company, any Affiliate, or the financial statements of the
                  Company or any Affiliate, or of changes in applicable laws,
                  regulations, or accounting principles, whenever the Committee
                  determines that those adjustments are appropriate in order to
                  prevent dilution or enlargement of the benefits or potential
                  benefits intended to be made available under the Plan.

            (g)   Termination. The Plan will automatically terminate on January
                  1, 2016 unless we elect to terminate it sooner.

            Section 8. General Provisions.

            (a)   No Right to Awards. No Employee or other Person will have any
                  claim to be granted any Award under the Plan, and there is no
                  obligation for uniformity of treatment of Employees, or
                  holders or beneficiaries of Awards under the Plan. The terms
                  and conditions of Awards need not be the same with respect to
                  each recipient.

            (b)   Delegation. Subject to the terms of the Plan and applicable
                  law, the Committee may delegate to one or more officers or
                  managers of the Company or any Affiliate, or to a committee of
                  such officers or managers, the authority, subject to such
                  terms and limitations as the Committee will

<PAGE>

                                      -18-

                  determine, to grant Awards to, or to cancel, modify, waive
                  rights with respect to, alter, discontinue, suspend, or
                  terminate Awards.

            (c)   Correction of Defects, Omissions, and Inconsistencies. The
                  Committee may correct any defect, supply any omission, or
                  reconcile any inconsistency in the Plan or any Award in the
                  manner and to the extent it will deem desirable to carry the
                  Plan into effect.

            (d)   Withholding. The Company or any Affiliate will be authorized
                  to withhold from any Award granted, from any payment due or
                  transfer made under any Award or under the Plan or from any
                  compensation or other amount owing to a Participant the amount
                  (in cash, Common Shares, other securities, other Awards, or
                  other property) of withholding, taxes or other amounts payable
                  by the Company, any Affiliate or the Participant and which are
                  due or payable in respect of an Award, its exercise, or any
                  payment or transfer under such Award or under the Plan and to
                  take any other action as may be necessary in the opinion of
                  the Company or Affiliate to satisfy all obligations for the
                  payment of those taxes. Neither the Corporation nor any
                  Participating Company shall be held responsible for any tax or
                  other liabilities or consequences which result from the
                  Participant's participation in this Plan, including any
                  employment related taxes or benefit costs, whether or not such
                  costs are the primary responsibility of the Corporation or any
                  Participating Company.

            (e)   No Limit on Other Compensation Arrangements. Nothing contained
                  in the Plan will prevent the Company or any Affiliate from
                  adopting or continuing in effect other or additional
                  compensation arrangements, and those arrangements may be
                  either generally applicable or applicable only in specific
                  cases.

            (f)   No Right to Employment. The grant of an Award will not be
                  construed as giving a Participant the right to be retained in
                  the employ, as an officer or director or as a Consultant of
                  the Company or any Affiliate. Further, the Company or an
                  Affiliate may at any time dismiss a Participant from
                  employment, as an office or director or as a Consultant, ,
                  free from any liability, or any claim under the Plan, unless
                  otherwise expressly provided in the Plan or in any Award
                  Agreement.

            (g)   Governing Law. The validity, construction, and effect of the
                  Plan and any rules and regulations relating to the Plan will
                  be determined in accordance with the laws of the Province of
                  Ontario and the federal laws of Canada applicable in Ontario.

            (h)   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 as to any Person or Award under any law
                  deemed applicable by the Committee, that provision will be
                  construed or deemed amended to conform to

<PAGE>

                                      -19-

                  applicable laws, or if it cannot be construed or deemed
                  amended without, in the determination of the Committee,
                  materially altering the intent of the Plan or the Award, that
                  provision will be stricken as to that jurisdiction, Person or
                  Award and the remainder of the Plan and any such Award will
                  remain in full force and effect.

            (i)   No Trust or Fund Created. Neither the Plan nor any Award will
                  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, that
                  right will be no greater than the right of any unsecured
                  general creditor of the Company or any Affiliate.

            (j)   No Fractional Common Shares. No fractional Common Shares will
                  be issued or delivered pursuant to the Plan or any Award, and
                  the Committee will determine whether cash, other securities,
                  or other property will be paid or transferred in lieu of any
                  fractional Common Shares or whether those fractional Common
                  Shares or any rights thereto will be canceled, terminated, or
                  otherwise eliminated.

            (k)   Headings. Headings are given to the Sections and subsections
                  of the Plan solely as a convenience to facilitate reference.
                  Those headings will not be deemed in any way material or
                  relevant to the construction or interpretation of the Plan or
                  any provision of the Plan.

            Section 9. Adoption, Approval, Effective Date and Termination Date
of the Plan. The Plan will be adopted by the Board of Directors and the
shareholders of the Company prior to the completion of the Company's initial
public offering (the "IPO") and will become effective immediately prior to the
closing of the IPO.