EXC-4.1






Exhibit 4.1




2009 Performance Option Plan





	1.	 	PURPOSE OF PLAN
	 
	 	 	Potash Corporation of Saskatchewan Inc. (the “Corporation”) by resolution of its Board of
Directors (the “Board”) has established, subject to shareholder approval at the Corporation’s
2009 Annual and Special Meeting of shareholders, this Potash Corporation of Saskatchewan Inc.
2009 Performance Option Plan (the “Plan”) to support the Corporation’s compensation philosophy
of providing selected employees and officers with an opportunity to: promote the growth and
profitability of the Corporation; align their interests with shareholders; and earn compensation
commensurate with corporate performance. The Corporation believes this Plan will directly assist
in supporting the Corporation’s compensation philosophy by providing participants with the
opportunity through stock options, which will vest, if at all, based on corporate performance
over a three-year period, to acquire common shares of the Corporation (“Common Shares”).
	 
	2.	 	DURATION OF THIS PLAN
	 
	 	 	This Plan was adopted by the Board on February 20, 2009 to be effective as of January 1, 2009
(the “Effective Date”), subject to shareholder approval at the Corporation’s 2009 Annual and
Special Meeting of shareholders, and shall remain in effect, unless sooner terminated as
provided herein, until one (1) year from the Effective Date, at which time it will terminate.
After this Plan is terminated, no stock options may be granted but stock options previously
granted shall remain outstanding in accordance with their applicable terms and conditions and
this Plan’s terms and conditions.
	 
	3.	 	ADMINISTRATION
	 
	 	 	This Plan shall be administered by the Compensation Committee of the Board or any other
committee designated by the Board to administer this Plan (the “Committee”). The Committee shall
be responsible for administering this Plan, subject to this Section 3 and the other provisions
of this Plan. The Committee may employ attorneys, consultants, accountants, agents, and other
individuals, any of whom may be an employee, and the Committee, the Corporation, and its
officers and directors shall be entitled to rely upon the advice, opinions, or valuations of any
such individuals. All actions taken and all interpretations and determinations made by the
Committee shall be made in the Committee’s sole discretion and shall be final and binding upon
the participants, the Corporation, and all other interested individuals. To the extent
applicable, the Plan shall be administered with respect to optionees subject to the laws of the
U.S. so as to avoid the application of penalties pursuant to Section 409A of the Internal
Revenue Code, and stock options hereunder may be subject to such restrictions as the Committee
determines are necessary to avoid application of such Section 409A.
	 
	4.	 	AUTHORITY OF THE COMMITTEE
	 
	 	 	The Committee shall have full and exclusive discretionary power to interpret the terms and the
intent of this Plan and any Stock Option Award Agreement or other agreement or document
ancillary to or in connection with this Plan, to determine eligibility for stock options and to
adopt such rules, regulations, forms, instruments, and guidelines for administering this Plan as
the Committee may deem necessary or proper. Such authority shall include adopting modifications
and amendments to any Stock Option Award Agreement that are necessary to comply with the laws of
the countries and other jurisdictions in which the Corporation and/or its subsidiaries operate.




 









 






	5.	 	SHARES SUBJECT TO STOCK OPTIONS
	 
	 	 	The aggregate number of Common Shares issuable after February 20, 2009 pursuant to stock options
under this Plan may not exceed 1,000,000 Common Shares. The aggregate number of Common Shares in
respect of which stock options have been granted to any one person pursuant to this Plan and
which remain outstanding shall not at any time exceed 250,000. The authorized limits under this
Plan shall be subject to adjustment under Sections 12 and 13.
	 
	 	 	If any stock option granted under this Plan, or any portion thereof, expires or terminates for
any reason without having been exercised in full, the Common Shares with respect to which such
option has not been exercised shall again be available for further stock options under this
Plan; provided, however, that any stock option that is granted under this Plan that does not
vest as a result of a failure to satisfy the Performance Measures, shall not be again available
for grant under this Plan.
	 
	6.	 	GRANT OF STOCK OPTIONS
	 
	 	 	From time to time the Board may designate individual officers and employees of the Corporation
and its subsidiaries eligible to be granted options to purchase Common Shares and the number of
Common Shares which each such person will be granted a stock option to purchase; provided that
the aggregate number of Common Shares subject to such stock options may not exceed the number
provided for in Section 5 of this Plan. Non-employee directors and other non-employee
contractors and third party vendors are not eligible to participate in this Plan.
	 
	7.	 	OPTION PRICE
	 
	 	 	The option price for any option granted under this Plan to any optionee shall be fixed by the
Board when the option is granted and shall be not less than the fair market value of the Common
Shares at such time which, for optionees resident in the United States and any other optionees
designated by the Board, shall be deemed to be the closing price per Common Share on the New
York Stock Exchange on the last trading day immediately preceding the day the option is granted
and, for all other optionees, shall be deemed to be the closing price per Common Share on the
Toronto Stock Exchange on the last trading day immediately preceding the day the option is
granted; provided that, in either case, if the Common Shares did not trade on such exchange on
such day the option price shall be the closing price per share on such exchange on the last day
on which the Common Shares traded on such exchange prior to the day the option is granted.
	 
	8.	 	VESTING OF STOCK OPTIONS
	 
	 	 	Subject to achievement of Performance Measures as certified and approved by the Audit Committee
of the Board, stock options granted under this Plan will vest no later than thirty (30) days
after the audited financial statements for the applicable Performance Period have been approved
by the Board.
	 
	9.	 	PERFORMANCE MEASURES FOR VESTING OF STOCK OPTIONS






	 	(a)	 	The Performance Measures which will be used to determine the degree to which stock
options will vest over the three-year period beginning the first day of the fiscal year in
which they are granted (the “Performance Period”) shall be cash flow return on investment
(“CFROI”) and weighted average cost of net debt and equity capital (“WACC”).





 









 





	 	(i)	 	CFROI is the ratio of after tax operating cash flow to average gross
investment over the fiscal year, calculated as A divided by B, where (1) A equals
operating income less/plus nonrecurring or unusual items less/plus change in
unrealized gains/losses on derivative instruments included in net income plus accrued
incentive awards plus depreciation and amortization less current taxes, and (2) B
equals the average of total assets less/plus the fair value adjustment for
investments in available for sale securities less the fair value of derivative
instrument assets plus accumulated depreciation plus accumulated amortization less
cash and cash equivalents less non interest bearing current liabilities excluding
derivatives.
	 
	 	(ii)	 	WACC is the weighted average cost of net debt and equity capital,
calculated as [A times the product of B divided by C] plus [D times the product of E
divided by C], where (1) A equals the after-tax market yield cost of debt, (2) B
equals the market value of debt less cash and cash equivalents (3) C equals the
market value of debt less cash and cash equivalents, plus the market value of equity,
(4) D equals the cost of equity, and (5) E equals the market value of equity.






	 	(b)	 	In determining the number of stock options that will actually vest based on the degree
to which the Performance Measures have been attained during the applicable Performance
Period, the following chart shall be utilized which shows the three year average excess of
CFROI being greater than WACC and the respective portion of the stock option that will
vest:






	 	 	 	 	 	 	 	 	 
	Performance Measure	 	 	 	Vesting Scale
	3 year average excess of	 	 	 	% of Stock Option
	CFROI > WACC	 	 	 	Grant Vesting
	 	<0%	 	 	 
	 	 	0%	 
	 	0.20%	 	 	 
	 	 	30%	 
	 	1.20%	 	 	 
	 	 	70%	 
	 	2.20%	 	 	 
	 	 	90%	 
	 	2.50%	 	 	 
	 	 	100%	 







	 	(c)	 	In assessing the portion of the stock options that shall vest in accordance with the
above chart, the following shall be done:






	 	(i)	 	Each year, the CFROI and WACC will be calculated in accordance with the
definitions herein, based on the audited financial statements and approved by the
Audit Committee.
	 
	 	(ii)	 	In each Performance Period, the average of the three fiscal years shall
be calculated by taking the simple average of the individual years’ results.
	 
	 	(iii)	 	The resulting three-year average will then be applied, using the scale
above to determine the number of stock options, if any, that will vest as of the end
of the Performance Period.
	 
	 	(iv)	 	For results falling between the reference points in the chart above, the
level of vesting shall be mathematically interpolated between the reference points.






	10.	 	TERMS OF STOCK OPTIONS
	 
	 	 	The period during which a stock option is exercisable (the “Term”) may not exceed 10 years from
the date the stock option is granted (the “Initial Exercise Period”), plus any Additional
Exercise Period (as defined below). If such Initial Exercise Period would otherwise expire (i)
during a Blackout Period (as defined below) applicable to the relevant optionee or (ii) within
10 trading days after the expiration of the Blackout Period applicable to the relevant optionee,





 








 






	 	 	the
Term of the related stock option shall expire on the date that is the tenth trading day after
the end of such Blackout Period (an “Additional Exercise Period”). For purposes of this Plan,
“Blackout Period” means any period during which the relevant optionee is prohibited by the
Corporation’s trading policy from trading in the Corporation’s securities. The Stock Option
Award Agreement may contain provisions limiting the number of Common Shares with respect to
which stock options may be exercised in any one year. Each stock option agreement shall contain
provisions to the effect that:






	 	(a)	 	if the employment of an optionee as an officer or employee of the Corporation or a
subsidiary terminates, by reason of his or her death, or if an optionee who is a retiree
pursuant to Section 10(b) dies, the legal personal representatives of the optionee will be
entitled to exercise any unexercised vested options, including such stock options that may
vest after the date of death, during the period ending at the end of the twelfth calendar
month following the calendar month in which the optionee dies, failing which exercise the
stock options terminate;
	 
	 	(b)	 	subject to the terms of Section 10(a) above, if the employment of an optionee as an
officer or employee of the Corporation or a subsidiary terminates, by reason of retirement
in accordance with the then prevailing retirement policy of the Corporation or subsidiary,
the optionee will be entitled to exercise any unexercised vested stock options, including
such stock options that may vest after the date of retirement, during the period ending at
the end of the 36th month following the calendar month in which the optionee
retires, failing which exercise the stock options terminate;
	 
	 	(c)	 	subject to the terms of Section 14 below, if the employment of an optionee as an
officer or employee of the Corporation or a subsidiary terminates, for any reason other
than as provided in Sections 10(a) or (b), the optionee will be entitled to exercise any
unexercised vested stock options, to the extent exercisable at the date of such event,
during the period ending at the end of the calendar month immediately following the
calendar month in which the event occurs, failing which exercise the stock options
terminate;
	 
	 	(d)	 	for greater certainty and for these purposes, an optionee’s employment with the
Corporation or a subsidiary shall be considered to have terminated effective on the last
day of the optionee’s actual and active employment with the Corporation or subsidiary
whether such day is selected by agreement with the optionee or unilaterally by the
Corporation or subsidiary and whether with or without advance notice to the optionee. For
the avoidance of doubt, no period of notice that is given or ought to have been given under
applicable law in respect of such termination of employment will be utilized in determining
an optionee’s entitlement under the Plan. The employment of an optionee with the
Corporation shall be deemed to have terminated for all purposes of the Plan if such person
is employed by or provides services to a person that is a subsidiary of the Corporation and
such person ceases to be a subsidiary of the Corporation, unless the Committee determines
otherwise; and
	 
	 	(e)	 	each stock option is personal to the optionee and is not assignable, except (i) as
provided in Section 10(a), and (ii) at the election of the Board, a stock option may be
assignable to the spouse, children and grandchildren of the original optionee and to a
trust, partnership or limited liability company, the entire beneficial interest of which is
held by one or more of the foregoing.






	 	 	Nothing contained in Sections 10(a), (b) or (c) shall extend the Term beyond its stipulated
expiration date or the date on which it is otherwise terminated in accordance with the
provisions of this Plan.




 









 






	 	 	If a stock option is assigned pursuant to Section 10(e)(ii), the references in Sections 10(a),
(b) and (c) to the termination of employment or death of an optionee shall not relate to the
assignee of a stock option but shall relate to the original optionee. In the event of such
assignment, legal personal representatives of the original optionee shall not be entitled to
exercise the assigned stock option, but the assignee of the stock option or the legal personal
representatives of the assignee may exercise the stock option during the applicable specified
period.
	 
	11.	 	EXERCISE OF STOCK OPTIONS
	 
	 	 	Subject to the provisions of this Plan, a vested stock option may be exercised from time to time
by delivering to the Corporation at its registered office a written notice of exercise
specifying the number of Common Shares with respect to which the stock option is being exercised
and accompanied by payment in cash or certified cheque in full of the purchase price of the
Common Shares then being purchased.
	 
	12.	 	ADJUSTMENTS
	 
	 	 	Appropriate adjustments to the authorized limits set forth in Section 5, in the number, class
and/or type of Common Shares optioned and in the option price per share, both as to stock
options granted or to be granted, shall be made by the Board to give effect to adjustments in
the number of Common Shares which result from subdivisions, consolidations or reclassifications
of the Common Shares, the payment of share dividends by the Corporation, the reconstruction,
reorganization or recapitalization of the Corporation or other relevant changes in the capital
of the Corporation.
	 
	13.	 	MERGERS
	 
	 	 	If the Corporation proposes to amalgamate or merge with another body corporate, the Corporation
shall give written notice thereof to optionees in sufficient time to enable them to exercise
outstanding vested stock options, to the extent they are otherwise exercisable by their terms,
prior to the effective date of such amalgamation or merger if they so elect. The Corporation
shall use its best efforts to provide for the reservation and issuance by the amalgamated or
continuing corporation of an appropriate number of Common Shares, with appropriate adjustments,
so as to give effect to the continuance of the stock options to the extent reasonably
practicable. In the event that the Board determines in good faith that such continuance is not
in the circumstances practicable, it may upon 30 days’ notice to optionees terminate the stock
options.
	 
	14.	 	CIRCUMSTANCES FOR ACCELERATED VESTING
	 
	 	 	If a “change of control” of the Corporation occurs and at least one of the two additional
circumstances described below occurs, each then outstanding stock option granted under this Plan
may be exercised, in whole or in part, even if such option is not otherwise exercisable by its
terms.






	 	(a)	 	Additional circumstances include:






	 	(i)	 	Upon a “change of control” the potential successor fails to assume the
obligations with respect to each option or fails to convert or replace the options
with equivalent options; or
	 
	 	(ii)	 	During the two-year period following the effective date of a change of
control, the optionee is terminated without Cause (as defined below) or the optionee
resigns employment for Good Reason (as defined below).




 









 












	 	(b)	 	For purposes of this Plan, a change of control of the Corporation shall be deemed to
have occurred if any of the following occur, unless the Board adopts a plan after the
Effective Date of this Plan that has a different definition (in which case such definition
shall be applied), or the Committee decides to modify or amend the following definition
through an amendment of this Plan:






	 	(i)	 	within any period of two consecutive years, individuals who at the
beginning of such period constituted the Board and any new directors whose
appointment by the Board or nomination for election by shareholders of the
Corporation was approved by a vote of at least a majority of the directors then
still in office who either were directors at the beginning of the period or whose
appointment or nomination for election was previously so approved, cease for any
reason to constitute a majority of the Board;
	 
	 	(ii)	 	there occurs an amalgamation, merger, consolidation, wind-up,
reorganization or restructuring of the Corporation with or into any other entity, or
a similar event or series of such events, other than any such event or series of
events which results in securities of the surviving or consolidated corporation
representing 50% or more of the combined voting power of the surviving or
consolidated corporation’s then outstanding securities entitled to vote in the
election of directors of the surviving or consolidated corporation being
beneficially owned, directly or indirectly, by the persons who were the holders of
the Corporation’s outstanding securities entitled to vote in the election of
directors of the Corporation prior to such event or series of events in
substantially the same proportions as their ownership immediately prior to such
event of the Corporation’s then outstanding securities entitled to vote in the
election of directors of the Corporation;
	 
	 	(iii)	 	50% or more of the fixed assets (based on book value as shown on the
most recent available audited annual or unaudited quarterly consolidated financial
statements) of the Corporation are sold or otherwise disposed of (by liquidation,
dissolution, dividend or otherwise) in one transaction or series of transactions
within any twelve month period;
	 
	 	(iv)	 	any party, including persons acting jointly or in concert with that
party, becomes (through a take-over bid or otherwise) the beneficial owner, directly
or indirectly, of securities of the Corporation representing 20% or more of the
combined voting power of the Corporation’s then outstanding securities entitled to
vote in the election of directors of the Corporation, unless in any particular
situation the Board determines in advance of such event that such event shall not
constitute a change of control; or
	 
	 	(v)	 	the Board approves and/or recommends that shareholders accept, approve or
adopt any transaction that would constitute a change of control under clause (ii),
(iii) or (iv) of this Section 14(b) and determines that the change of control
resulting from such transaction will be deemed to have occurred as of a specified
date earlier than the date under (ii), (iii) or (iv), as applicable.






	 	(c)	 	For purposes of this Plan, “Cause” means dishonest or willful misconduct or lack of
good faith resulting in material harm to the Corporation, financial or otherwise.
	 
	 	(d)	 	For purposes of this Plan, “Good Reason” means:






	 	(i)	 	a substantial diminution in the optionee’s authorities, duties,
responsibilities, status (including offices, titles, and reporting requirements) from
those in effect immediately prior to the change of control;
	 
	 	(ii)	 	the Corporation requires the optionee to be based at a location in excess
of fifty (50) miles from the location of the optionee’s principal job location or
office immediately prior to the change of control, except for required travel on




 









 






	 	 	 	Corporation business to an extent substantially consistent with the optionee’s
business obligations immediately prior to the change of control;
	 
	 	(iii)	 	a reduction in the optionee’s base salary, or a substantial reduction in
optionee’s target compensation under any incentive compensation plan, as in effect
as of the date of the change of control;
	 
	 	(iv)	 	the failure to increase the optionee’s base salary in a manner consistent
(both as to frequency and percentage increase) with practices in effect immediately
prior to the change of control or with practices implemented subsequent to the
change of control with respect to similarly positioned employees; or
	 
	 	(v)	 	the failure of the Corporation to continue in effect the optionee’s
participation in the Corporation’s short- and long-tem incentive plans, stock option
plans, and employee benefit and retirement plans, policies or practices, at a level
substantially similar or superior to and on a basis consistent with the relative
levels of participation of other similarly-positioned employees, as existed
immediately prior to the change of control.






	 	 	A termination of employment by the optionee for one of the reasons set forth in clause (i),
(ii), (iii), (iv) or (v) of this Section 14(d), will not constitute Good Reason unless, within
the 30-day period immediately following the occurrence of such Good Reason event, the optionee
has given written notice to the Corporation of the event relied upon for such termination and
the Corporation has not remedied such event within 30 days (the “Cure Period”) of the receipt of
such notice. For the avoidance of doubt, the optionee’s employment shall not be deemed to
terminate for Good Reason unless and until the Cure Period has expired and the Corporation has
not remedied the applicable Good Reason event. The Corporation and the optionee may mutually
waive in writing any of the foregoing provisions with respect to an event that otherwise would
constitute Good Reason.
	 
	15.	 	RECOUPMENT POLICY
	 
	 	 	Each stock option granted under this Plan to an optionee that, as of the date the option is
granted, participates in the Corporation’s Medium-Term Incentive Plan shall be subject to the
terms and conditions of the Corporation’s Policy on Recoupment of Unearned Compensation (as
previously adopted and, from time to time, amended by the Board) attached to such optionee’s
Stock Option Award Agreement (as defined below).
	 
	16.	 	AMENDMENT OR DISCONTINUANCE OF THIS PLAN
	 
	 	 	The Board may amend or discontinue the Plan at any time, without obtaining the approval of
shareholders of the Corporation unless required by the relevant rules of the Toronto Stock
Exchange, provided that, subject to Sections 12, 13, and 14, no such amendment may increase the
aggregate maximum number of Common Shares that may be subject to stock options under this Plan,
change the manner of determining the minimum option price, extend the Term under any option
beyond 10 years (plus any Additional Exercise Period) or the date on which the option would
otherwise expire under the Plan, expand the assignment provisions of the Plan, permit
non-employee directors to participate in the Plan or, without the consent of the holder of the
option, alter or impair any option previously granted to an optionee under this Plan; and,
provided further, for greater certainty, that, without the prior approval of the Corporation’s
shareholders, stock options issued under this Plan shall not be repriced, replaced, or regranted
through cancellation, or by lowering the option price of a previously granted stock option.
Pre-clearance of the Toronto Stock Exchange of amendments to the Plan will be required to the
extent provided under the relevant rules of the Toronto Stock Exchange.




 









 






	17.	 	EVIDENCE OF STOCK OPTIONS
	 
	 	 	Each stock option granted under this Plan shall be evidenced by a written stock option agreement
between the Corporation and the optionee which shall give effect to the provisions of this Plan
and include such other terms as the Committee shall determine (“Stock Option Award Agreement”).
	 
	18.	 	WITHHOLDING
	 
	 	 	To the extent that the Corporation is required to withhold federal, provincial, state, local or
foreign taxes in connection with any payment made or benefit realized by an optionee or other
person hereunder, and the amounts available to the Corporation for such withholding are
insufficient, it shall be a condition to the receipt of such payment or the realization of such
benefit that the optionee or such other person make arrangements satisfactory to the Corporation
for payment of the balance of such taxes required to be withheld, which arrangements (in the
discretion of the Board) may include relinquishment of a portion of such benefit. Participants
shall also make such arrangements in connection with the disposition of Common Shares acquired
upon the exercise of option rights with respect to this Plan.





 









 












	 	 	 
	

	 	      Potash Corporation of Saskatchewan Inc. 






This certificate evidences and confirms the grant to                               
(the “Optionee”) of options to purchase the number of Common Shares of the Corporation specified under Paragraph (1)
on the terms and subject to the conditions of the Potash Corporation of Saskatchewan Inc. 2009 Performance Option Plan (the “2009 Plan”) and the terms and conditions set forth below. In the
event of any inconsistency between the terms of the 2009 Plan and those set forth below, the terms of the 2009 Plan shall control. Capitalized terms used below that are not defined in this
certificate shall have the meanings specified in the 2009 Plan.




	 	1.	 	Number of Shares: The Optionee is hereby granted options under the 2009 Plan to Purchase                 Common Shares.
	 
	 	2.	 	Option Exercise Price: The exercise price for each Common Share is                .
	 
	 	3.	 	Time and Conditions to Vesting: The options will become vested following the end of the Performance Period January 1, 2009 through December 31, 2011 if, and to the extent, the
applicable Performance Measures for the Performance Period are achieved. Subject to applicable conditions under the 2009 Plan with respect to continued employment during the Performance
Period and achievement of the minimum Performance Measures, the date for vesting will be determined but will not be later than 30 days after the audited financial statements of the
Corporation for the 2011 fiscal year of the Corporation have been approved by the Board. Upon vesting, the Optionee will have the right to purchase a number of Common Shares covered by
the option equal to the percentage determined in accordance with the performance matrix and vesting scale provided under the 2009 Plan.
	 
	 	4.	 	Once vested, the options will continue to be exercisable until the expiry date for the options of May 7, 2019.
	 
	 	5.	 	Notwithstanding the provisions of paragraph 4 above, this option will terminate as provided in paragraph 10 of the 2009 Plan in the event that the actual and active employment of the
Optionee ceases. The option is personal to the Optionee and is not assignable, except in accordance with the conditions attached hereto as Appendix I.
	 
	 	6.	 	Notice of exercise of the option is to be given in accordance with paragraph 11 of the 2009 Plan.
	 
	 	7.	 	Adjustments to the option may be made as provided in paragraph 12 of the 2009 Plan, the provisions of paragraph 13 of the 2009 Plan shall apply in the event of a proposed amalgamation
or merger of the Corporation, and the provisions of paragraph 14 of the 2009 Plan will apply in the event of a “change of control” of the Corporation as defined in that paragraph.
	 
	 	8.	 	This grant of option is subject to receipt of any necessary regulatory approvals and shall be governed by the laws of Saskatchewan.





	 	 	 	 	 
	 	Potash Corporation of Saskatchewan Inc.

 	 
	Date:  
	By:  	 	 
	 	 	President and Chief Executive Officer 	 
	 	 	 	 











 









 








Potash Corporation of Saskatchewan Inc.

2009 Performance Option Plan





1. PURPOSE OF PLAN. Potash Corporation of Saskatchewan Inc.
(the “Corporation”) by resolution of its Board of Directors (the “Board”) has established, subject
to shareholder approval at the Corporation’s 2009 Annual and Special Meeting of shareholders, this
Potash Corporation of Saskatchewan Inc. 2009 Performance Option Plan (the “Plan”) to support the
Corporation’s compensation philosophy of providing selected employees and officers with an
opportunity to: promote the growth and profitability of the Corporation; align their interests with
shareholders; and earn compensation commensurate with corporate performance. The Corporation
believes this Plan will directly assist in supporting the Corporation’s compensation philosophy by
providing participants with the opportunity through stock options, which will vest, if at all,
based on corporate performance over a three-year period, to acquire common shares of the
Corporation (“Common Shares”).



2. DURATION OF THIS PLAN. This Plan was adopted by the Board on February 20, 2009 to be effective
as of January 1, 2009 (the “Effective Date”), subject to shareholder approval at the Corporation’s
2009 Annual and Special Meeting of shareholders, and shall remain in effect, unless sooner
terminated as provided herein, until one (1) year from the Effective Date, at which time it will
terminate. After this Plan is terminated, no stock options may be granted but stock options
previously granted shall remain outstanding in accordance with their applicable terms and
conditions and this Plan’s terms and conditions.



3. ADMINISTRATION. This Plan shall be administered by the Compensation Committee of the Board or
any other committee designated by the Board to administer this Plan (the “Committee”). The
Committee shall be responsible for administering this Plan, subject to this Section 3 and the other
provisions of this Plan. The Committee may employ attorneys, consultants, accountants, agents, and
other individuals, any of whom may be an employee, and the Committee, the Corporation, and its
officers and directors shall be entitled to rely upon the advice, opinions, or valuations of any
such individuals. All actions taken and all interpretations and determinations made by the
Committee shall be made in the Committee’s sole discretion and shall be final and binding upon the
participants, the Corporation, and all other interested individuals. To the extent applicable, the
Plan shall be administered with respect to optionees subject to the laws of the U.S. so as to avoid
the application of penalties pursuant to Section 409A of the Internal Revenue Code, and stock
options hereunder may be subject to such restrictions as the Committee determines are necessary to
avoid application of such Section 409A.



4. AUTHORITY OF THE COMMITTEE. The Committee shall have full and exclusive discretionary power to
interpret the terms and the intent of this Plan and any Stock Option Award Agreement or other
agreement or document ancillary to or in connection with this Plan, to determine eligibility for
stock options and to adopt such rules, regulations, forms, instruments, and guidelines for
administering this Plan as the Committee may deem necessary or proper. Such authority shall include
adopting modifications and amendments to any Stock Option Award Agreement that are necessary to
comply with the laws of the countries and other jurisdictions in which the Corporation and/or its
subsidiaries operate.



5. SHARES SUBJECT TO STOCK OPTIONS. The aggregate number of Common Shares issuable after February
20, 2009 pursuant to stock options under this Plan may not exceed 1,000,000 Common Shares. The
aggregate number of Common Shares in respect of which stock options have been granted to any one
person pursuant to this Plan and which remain outstanding shall not at any time exceed 250,000. The
authorized limits under this Plan shall be subject to adjustment under Sections 12 and 13.



     If any stock option granted under this Plan, or any portion thereof, expires or terminates for
any reason without having been exercised in full, the Common Shares with respect to which such
option has not been exercised shall again be available for further stock options under this Plan;
provided, however, that any stock option that is granted under this Plan that does not vest as a
result of a failure to satisfy the Performance Measures, shall not be again available for grant
under this Plan.



6. GRANT OF STOCK OPTIONS. From time to time the Board may designate individual officers and
employees of the Corporation and its subsidiaries eligible to be granted options to purchase Common
Shares and the number of Common Shares which each such person will be granted a stock option to
purchase; provided that the aggregate number of Common Shares subject to such stock options may not
exceed the number provided for in Section 5 of this Plan. Non-employee directors and other
non-employee contractors and third party vendors are not eligible to participate in this Plan.



7. OPTION PRICE. The option price for any option granted under this Plan to any optionee shall be
fixed by the Board when the option is granted and shall be not less than the fair market value of
the Common Shares at such time which, for optionees resident in the United States and any other
optionees designated by the Board, shall be deemed to be the closing price per Common Share on the
New York Stock Exchange on the last trading day immediately preceding the day the option is granted
and, for all other optionees, shall be deemed to be the closing price per Common Share on the
Toronto Stock Exchange on the last trading day immediately preceding the day the option is granted;
provided that, in either case, if the Common Shares did not trade on such exchange on such day the
option price shall be the closing price per share on such exchange on the last day on which the
Common Shares traded on such exchange prior to the day the option is granted.



8. VESTING OF STOCK OPTIONS. Subject to achievement of Performance Measures as certified and
approved by the Audit Committee of the Board, stock options granted under this Plan will vest no
later than thirty (30) days after the audited financial statements for the applicable Performance
Period have been approved by the Board.



9. PERFORMANCE MEASURES FOR VESTING OF STOCK OPTIONS.



(a) The Performance Measures which will be used to determine the degree to which stock options will
vest over the three-year period beginning the first day of the fiscal year in which they are
granted (the “Performance Period”) shall be cash flow return on investment (“CFROI”) and weighted
average cost of net debt and equity capital (“WACC”).



(i) CFROI is the ratio of after tax operating cash flow to average gross investment over the fiscal
year, calculated as A divided by B, where (1) A equals operating income less/plus nonrecurring or
unusual items less/plus change in unrealized gains/losses on derivative instruments included in net
income plus accrued incentive awards plus depreciation and amortization less current taxes, and (2)
B equals the average of total assets less/plus the fair value adjustment for investments in
available for sale securities less the fair value of derivative instrument assets plus accumulated
depreciation plus accumulated amortization less cash and cash equivalents less non interest bearing
current liabilities excluding derivatives.



(ii) WACC is the weighted average cost of net debt and equity capital, calculated as [A times the
product of B divided by C] plus [D times the product of E divided by C], where (1) A equals the
after-tax market yield cost of debt, (2) B equals the market value of debt less cash and cash
equivalents (3) C equals the market value of debt less cash and cash equivalents, plus the market
value of equity, (4) D equals the cost of equity, and (5) E equals the market value of equity.



(b) In determining the number of stock options that will actually vest based on the degree to which
the Performance Measures have been attained during the applicable Performance Period, the following
chart shall be utilized which shows the three year average excess of CFROI being greater than WACC
and the respective portion of the stock option that will vest:



	 	 	 	 	 	 	 	 	 
	Performance Measure	 	 	 	Vesting Scale
	3 year average excess of	 	 	 	% of Stock Option
	CFROI > WACC	 	 	 	Grant Vesting
	 	 	 	 	 
	 	<0%	 	 	 
	 	 	0%	 
	 	0.20%	 	 	 
	 	 	30%	 
	 	1.20%	 	 	 
	 	 	70%	 
	 	2.20%	 	 	 
	 	 	90%	 
	 	2.50%	 	 	 
	 	 	100%	 





(c) In assessing the portion of the stock options that shall vest in accordance with the above
chart, the following shall be done:



(i) Each year, the CFROI and WACC will be calculated in accordance with the definitions herein,
based on the audited financial statements and approved by the Audit Committee.



(ii) In each Performance Period, the average of the three fiscal years shall be calculated by
taking the simple average of the individual years’ results.



(iii) The resulting three-year average will then be applied, using the scale above to determine the
number of stock options, if any, that will vest as of the end of the Performance Period.



(iv) For results falling between the reference points in the chart above, the level of vesting
shall be mathematically interpolated between the reference points.



10. TERMS OF STOCK OPTIONS. The period during which a stock option is exercisable (the “Term”) may
not exceed 10 years from the date the stock option is granted (the “Initial Exercise Period”), plus
any Additional Exercise Period (as defined below). If such Initial Exercise Period would otherwise
expire (i) during a Blackout Period (as defined below) applicable to the relevant optionee or (ii)
within 10 trading days after the expiration of the Blackout Period applicable to the relevant
optionee, the Term of the related stock option shall expire on the date that is the tenth trading
day after the end of such Blackout Period (an “Additional Exercise Period”). For purposes of this
Plan, “Blackout Period” means any period during which the relevant optionee is prohibited by the
Corporation’s trading policy from trading in the Corporation’s securities. The Stock Option Award
Agreement may contain provisions limiting the number of Common Shares with respect to which stock
options may be exercised in any one year. Each stock option agreement shall contain provisions to
the effect that:



(a) if the employment of an optionee as an officer or employee of the Corporation or a subsidiary
terminates, by reason of his or her death, or if an optionee who is a retiree pursuant to Section
10(b) dies, the legal personal representatives of the optionee will be entitled to exercise any
unexercised vested options, including such stock options that may vest after the date of death,
during the period ending at the end of the twelfth calendar month following the calendar month in
which the optionee dies, failing which exercise the stock options terminate;



(b) subject to the terms of Section 10(a) above, if the employment of an optionee as an officer or
employee of the Corporation or a subsidiary terminates, by reason of retirement in accordance with
the then prevailing retirement policy of the Corporation or subsidiary, the optionee will be
entitled to exercise any unexercised vested stock options, including such stock options that may
vest after the date of retirement, during the period ending at the end of the 36th month
following the calendar month in which the optionee retires, failing which exercise the stock
options terminate;



(c) subject to the terms of Section 14 below, if the employment of an optionee as an officer or
employee of the Corporation or a subsidiary terminates, for any reason other than as provided in
Sections 10(a) or (b), the optionee will be entitled to exercise any unexercised vested stock
options, to the extent exercisable at the date of such event, during the period ending at the end
of the calendar month immediately following the calendar month in which the event occurs, failing
which exercise the stock options terminate;



(d) for greater certainty and for these purposes, an optionee’s employment with the Corporation or
a subsidiary shall be considered to have terminated effective on the last day of the optionee’s
actual and active employment with the Corporation or subsidiary whether such day is selected by
agreement with the optionee or unilaterally by the Corporation or subsidiary and whether with or
without advance notice to the optionee. For the avoidance of doubt, no period of notice that is
given or ought to have been given under applicable law in respect of such termination of employment
will be utilized in determining an optionee’s entitlement under the Plan. The employment of an
optionee with the Corporation shall be deemed to have terminated for all purposes of the Plan if
such person is employed by or provides services to a person that is a subsidiary of the Corporation
and such person ceases to be a subsidiary of the Corporation, unless the Committee determines
otherwise; and



(e) each stock option is personal to the optionee and is not assignable, except (i) as provided in
Section 10(a), and (ii) at the election of the Board, a stock option may be assignable to the
spouse, children and grandchildren of the original optionee and to a trust, partnership or limited
liability company, the entire beneficial interest of which is held by one or more of the foregoing.


Nothing contained in Sections 10(a), (b) or (c) shall extend the Term beyond its stipulated
expiration date or the date on which it is otherwise terminated in accordance with the provisions
of this Plan.


If a stock option is assigned pursuant to Section 10(e)(ii), the references in Sections 10(a), (b)
and (c) to the termination of employment or death of an optionee shall not relate to the assignee
of a stock option but shall relate to the original optionee. In the event of such assignment, legal
personal representatives of the original optionee shall not be entitled to exercise the assigned
stock option, but the assignee of the stock option or the legal personal representatives of the
assignee may exercise the stock option during the applicable specified period.



11. EXERCISE OF STOCK OPTIONS. Subject to the provisions of this Plan, a vested stock option may
be exercised from time to time by delivering to the Corporation at its registered office a written
notice of exercise specifying the number of Common Shares with respect to which the stock option is
being exercised and accompanied by payment in cash or certified cheque in full of the purchase
price of the Common Shares then being purchased.



12. ADJUSTMENTS. Appropriate adjustments to the authorized limits set forth in Section 5, in the
number, class and/or type of Common Shares optioned and in the option price per share, both as to
stock options granted or to be granted, shall be made by the Board to give effect to adjustments in
the number of Common Shares which result from subdivisions, consolidations or reclassifications of
the Common Shares, the payment of share dividends by the Corporation, the reconstruction,
reorganization or recapitalization of the Corporation or other relevant changes in the capital of
the Corporation.



13. MERGERS. If the Corporation proposes to amalgamate or merge with another body corporate, the
Corporation shall give written notice thereof to optionees in sufficient time to enable them to
exercise outstanding vested stock options, to the extent they are otherwise exercisable by their
terms, prior to the effective date of such amalgamation or merger if they so elect. The Corporation
shall use its best efforts to provide for the reservation and issuance by the amalgamated or
continuing corporation of an appropriate number of Common Shares, with appropriate adjustments, so
as to give effect to the continuance of the stock options to the extent reasonably practicable. In
the event that the Board determines in good faith that such continuance is not in the circumstances
practicable, it may upon 30 days’ notice to optionees terminate the stock options.



14. CIRCUMSTANCES FOR ACCELERATED VESTING. If a “change of control” of the Corporation occurs and
at least one of the two additional circumstances described below occurs, each then outstanding
stock option granted under this Plan may be exercised, in whole or in part, even if such option is
not otherwise exercisable by its terms:



(a) Additional circumstances include:



(i) Upon a “change of control” the potential successor fails to assume the obligations with respect
to each option or fails to convert or replace the options with equivalent options; or



(ii) During the two-year period following the effective date of a change of control, the optionee
is terminated without Cause (as defined below) or the optionee resigns employment for Good Reason
(as defined below).



(b) For purposes of this Plan, a change of control of the Corporation shall be deemed to have
occurred if any of the following occur, unless the Board adopts a plan after the Effective Date of
this Plan that has a different definition (in which case such definition shall be applied), or the
Committee decides to modify or amend the following definition through an amendment of this Plan:



(i) within any period of two consecutive years, individuals who at the beginning of such period
constituted the Board and any new directors whose appointment by the Board or nomination for
election by shareholders of the Corporation was approved by a vote of at least a majority of the
directors then still in office who either were directors at the beginning of the period or whose
appointment or nomination for election was previously so approved, cease for any reason to
constitute a majority of the Board;



(ii) there occurs an amalgamation, merger, consolidation, wind-up, reorganization or restructuring
of the Corporation with or into any other entity, or a similar event or series of such events,
other than any such event or series of events which results in securities of the surviving or
consolidated corporation representing 50% or more of the combined voting power of the surviving or
consolidated corporation’s then outstanding securities entitled to vote in the election of
directors of the surviving or consolidated corporation being beneficially owned, directly or
indirectly, by the persons who were the holders of the Corporation’s outstanding securities
entitled to vote in the election of directors of the Corporation prior to such event or series of
events in substantially the same proportions as their ownership immediately prior to such event of
the Corporation’s then outstanding securities entitled to vote in the election of directors of the
Corporation;



(iii) 50% or more of the fixed assets (based on book value as shown on the most recent available
audited annual or unaudited quarterly consolidated financial statements) of the Corporation are
sold or otherwise disposed of (by liquidation, dissolution, dividend or otherwise) in one
transaction or series of transactions within any twelve month period;



(iv) any party, including persons acting jointly or in concert with that party, becomes (through a
take-over bid or otherwise) the beneficial owner, directly or indirectly, of securities of the
Corporation representing 20% or more of the combined voting power of the Corporation’s then
outstanding securities entitled to vote in the election of directors of the Corporation, unless in
any particular situation the Board determines in advance of such event that such event shall not
constitute a change of control; or



(v) the Board approves and/or recommends that shareholders accept, approve or adopt any transaction
that would constitute a change of control under clause (ii), (iii) or (iv) of this Section 14(b)
and determines that the change of control resulting from such transaction will be deemed to have
occurred as of a specified date earlier than the date under (ii), (iii) or (iv), as applicable.



(c) For purposes of this Plan, “Cause” means dishonest or willful misconduct or lack of good faith
resulting in material harm to the Corporation, financial or otherwise.



(d) For purposes of this Plan, “Good Reason” means:



(i) a substantial diminution in the optionee’s authorities, duties, responsibilities, status
(including offices, titles, and reporting requirements) from those in effect immediately prior to
the change of control;



(ii) the Corporation requires the optionee to be based at a location in excess of fifty (50) miles
from the location of the optionee’s principal job location or office immediately prior to the
change of control, except for required travel on Corporation business to an extent substantially
consistent with the optionee’s business obligations immediately prior to the change of control;



(iii) a reduction in the optionee’s base salary, or a substantial reduction in optionee’s target
compensation under any incentive compensation plan, as in effect as of the date of the change of
control;



(iv) the failure to increase the optionee’s base salary in a manner consistent (both as to
frequency and percentage increase) with practices in effect immediately prior to the change of
control or with practices implemented subsequent to the change of control with respect to similarly
positioned employees; or



(v) the failure of the Corporation to continue in effect the optionee’s participation in the
Corporation’s short- and long-tem incentive plans, stock option plans, and employee benefit and
retirement plans, policies or practices, at a level substantially similar or superior to and on a
basis consistent with the relative levels of participation of other similarly-positioned employees,
as existed immediately prior to the change of control.



A termination of employment by the optionee for one of the reasons set forth in clause (i), (ii),

(iii), (iv) or (v) of this Section 14(d), will not constitute Good Reason unless, within the 30-day
period immediately following the occurrence of such Good Reason event, the optionee has given
written notice to the Corporation of the event relied upon for such termination and the Corporation
has not remedied such event within 30 days (the “Cure Period”) of the receipt of such notice. For
the avoidance of doubt, the optionee’s employment shall not be deemed to terminate for Good Reason
unless and until the Cure Period has expired and the Corporation has not remedied the applicable
Good Reason event. The Corporation and the optionee may mutually waive in writing any of the
foregoing provisions with respect to an event that otherwise would constitute Good Reason.



15. RECOUPMENT POLICY Each stock option granted under this Plan to an optionee that, as of the
date the option is granted, participates in the Corporation’s Medium-Term Incentive Plan shall be
subject to the terms and conditions of the Corporation’s Policy on Recoupment of Unearned
Compensation (as previously adopted and, from time to time, amended by the Board) attached to such
optionee’s Stock Option Award Agreement (as defined below).



16. AMENDMENT OR DISCONTINUANCE OF THIS PLAN. The Board may amend or discontinue the Plan at any
time, without obtaining the approval of shareholders of the Corporation unless required by the
relevant rules of the Toronto Stock Exchange, provided that, subject to Sections 12, 13, and 14, no
such amendment may increase the aggregate maximum number of Common Shares that may be subject to
stock options under this Plan, change the manner of determining the minimum option price, extend
the Term under any option beyond 10 years (plus any Additional Exercise Period) or the date on
which the option would otherwise expire under the Plan, expand the assignment provisions of the
Plan, permit non-employee directors to participate in the Plan or, without the consent of the
holder of the option, alter or impair any option previously granted to an optionee under this Plan;
and, provided further, for greater certainty, that, without the prior approval of the Corporation’s
shareholders, stock options issued under this Plan shall not be repriced, replaced, or regranted
through cancellation, or by lowering the option price of a previously granted stock option.
Pre-clearance of the Toronto Stock Exchange of amendments to the Plan will be required to the
extent provided under the relevant rules of the Toronto Stock Exchange.



17. EVIDENCE OF STOCK OPTIONS. Each stock option granted under this Plan shall be evidenced by a
written stock option agreement between the Corporation and the optionee which shall give effect to
the provisions of this Plan and include such other terms as the Committee shall determine (“Stock
Option Award Agreement”).



18. WITHHOLDING. To the extent that the Corporation is required to withhold federal, provincial,
state, local or foreign taxes in connection with any payment made or benefit realized by an
optionee or other person hereunder, and the amounts available to the Corporation for such
withholding are insufficient, it shall be a condition to the receipt of such payment or the
realization of such benefit that the optionee or such other person make arrangements satisfactory
to the Corporation for payment of the balance of such taxes required to be withheld, which
arrangements (in the discretion of the Board) may include relinquishment of a portion of such
benefit. Participants shall also make such arrangements in connection with the disposition of
Common Shares acquired upon the exercise of option rights with respect to this Plan.


 








 








APPENDIX I




This option may be assigned, in whole or in part, only if the following conditions are satisfied:




	 	1.	 	No consideration may be paid in connection with the assignment.
	 
	 	2.	 	An assignment may be made only to one or more persons or entities included in
the following: the original Optionee’s spouse, children and grandchildren and a
trust, partnership or limited liability company, the entire beneficial interest of
which is held by one or more of the foregoing.
	 
	 	3.	 	Prior to any such assignment,






	 	(a)	 	the assignor shall advise the Corporation, in a writing
delivered to Potash Corporation of Saskatchewan Inc., 122 1st
Avenue South, Saskatoon, Saskatchewan, Canada S7K 7G3, Attention: General
Counsel, of all pertinent information concerning the proposed assignment,
including the date of the assignment, the number of shares involved, the
relationship of the assignee to the original Optionee and the address and
telephone number of the assignee; and
	 
	 	(b)	 	the assignee shall agree in a writing so delivered to advise
the Corporation in writing of any change in the name, address or telephone
number of the assignee.





The decision to assign all or part of this option involves complex tax and financial
considerations. An Optionee should consult the Optionee’s own tax and financial advisors before
such assignment.