Exhibit 4.3


 


YAMANA GOLD INC.


 


RESTRICTED SHARE UNIT PLAN


 


EFFECTIVE MAY 14, 2008


 


ARTICLE ONE


 


DEFINITIONS AND INTERPRETATION


 


Section 1.01          Definitions:  For the purposes of this Plan, unless such word
or term is otherwise defined herein or the context in which such word or term
is used herein otherwise requires, the following words and terms with the
initial letter or letters thereof capitalized shall have the following
meanings:


 


A.                                 “Act”
means the Canada Business Corporations Act, or its
successor, as amended, from time to time;


 


B.                                   “Affiliate”
means any corporation that is an affiliate of the Corporation as defined in
National Instrument 45-106 – Prospectus and
Registration Exemptions, as may be amended from time to time;


 


C.                                   “Associate”
where used to indicate a relationship with any person or company, is as defined
in the Securities Act (Ontario), as may be
amended from time to time;


 


E.                                    “Board” means
the Board of Directors of the Corporation;


 


E.                                    “Change of
Control” means the occurrence of any one or more of the following
events:


 


(i)                                     a consolidation, merger, amalgamation,
arrangement or other reorganization or acquisition involving the Corporation or
any of its Affiliates and another corporation or other entity, as a result of
which the holders of Shares prior to the completion of the transaction hold
less than 50% of the outstanding shares of the successor corporation after
completion of the transaction;


 


(ii)                                  the sale, lease, exchange or other disposition,
in a single transaction or a series of related transactions, of assets, rights
or properties of the Corporation and/or any of its Affiliates which have an
aggregate book value greater than 30% of the book value of the assets, rights
and properties of the Corporation and its Affiliates on a consolidated basis to
any other person or entity, other than a disposition to a wholly-owned
Affiliate in the course of a reorganization of the assets of the Corporation
and its Affiliates;


 


(iii)                               a resolution is adopted to wind-up, dissolve or
liquidate the Corporation;


 


(iv)                              any person, entity or group of persons or entities acting jointly or in
concert (an “Acquiror”) acquires or acquires control (including, without
limitation, the right to vote or direct the voting) of Voting Securities which,
when added to the Voting Securities owned of record or beneficially by the
Acquiror or which the Acquiror has the right to vote or in respect of which the
Acquiror has the right to direct the voting, would entitle the Acquiror and/or
Associates and/or Affiliates of the Acquiror to cast or to direct the casting
of 20% or more of the votes attached to all of the Corporation’s outstanding
Voting Securities which may be cast to elect directors of the Corporation or
the successor corporation (regardless of whether a meeting has been called to
elect directors);


 

















 


(v)                                 as a result of or in connection with: (A) a
contested election of directors, or (B) a consolidation, merger,
amalgamation, arrangement or other reorganization or acquisitions involving the
Corporation or any of its Affiliates and another corporation or other entity,
the nominees named in the most recent Management Information Circular of the
Corporation for election to the Board shall not constitute a majority of the
Board; or


 


(vi)                              the Board adopts a resolution to the effect that a Change of Control as
defined herein has occurred or is imminent.


 


For
the purposes of the foregoing, “Voting Securities”
means Shares and any other shares entitled to vote for the election of
directors and shall include any security, whether or not issued by the
Corporation, which are not shares entitled to vote for the election of
directors but are convertible into or exchangeable for shares which are
entitled to vote for the election of directors including any options or rights
to purchase such shares or securities;


 


F.                                    “Committee”
means the Board or, if the Board so determines in accordance with Section 2.03
of the Plan, the committee of the Board authorized to administer the Plan which
includes any compensation committee of the Board;


 


G.                                   “Corporation”
means Yamana Gold Inc., a corporation existing under the Act, and includes any
successor corporation thereof;


 


H.                                  “Eligible
Contractors” means individuals, other than Eligible Employees that: (i) are
engaged to provide on a bona fide basis
consulting, technical, management or other services to the Corporation or any
Affiliates under a written contract between the Corporation or the Affiliate
and the individual or a company which the individual consultant is an employee;
(ii) in the reasonable opinion of the Corporation, spend or will spend a
significant amount of time and attention on the affairs and business of the
Corporation or a Affiliate; and (iii) are non-resident of Canada for
purposes of the Income Tax Act (Canada) and do
not provide any services in Canada;


 


I.                                       “Eligible
Employees” means the full-time employees of the Corporation or any
Affiliate including officers of the Corporation or any Affiliate;


 


I.                                       “Grant Date”
means the date that the Restricted Share Unit is granted to a Participant under
the Plan, as evidenced by the Restricted Share Unit Grant Letter, and refers
also to the date that the Restricted Share Unit is credited to the Participant
which must always be in the same calendar year;


 


J.                                      “Insider”
means: (i) an insider as defined in the Securities
Act (Ontario), as may be amended from time to time, other than a
person who is an Insider solely by virtue of being a director or senior officer
of an Affiliate; and (ii) an Associate of any person who is an insider by
virtue of (i);


 


K.                                   “Market Value”
means the greater of either: (a) the weighted average trading price; or (b) the
average of daily high and low board lot trading prices of the Common Shares on
the TSX for the five (5) consecutive trading days immediately prior to the
date as of which Market Value is determined. 
If the Common Shares are not trading on the TSX, then the Market Value
shall be determined based on the trading price on such stock exchange or
over-the-counter market on which the Common Shares are listed and posted for
trading as may be selected for such purpose by the Committee. In the event that
the Common Shares are not listed and posted for trading on any stock exchange
or over-the-counter market, the Market Value shall be the fair market value of
such Common Shares as determined by the Committee in its sole discretion;


 


2

















 


L.                                    “Participant”
means each Eligible Employee and Eligible Contractor to whom Restricted Share
Units are granted hereunder;


 


M.                               “Plan” means the
Corporation’s Restricted Share Unit Plan, as
same may be amended from time to time;


 


N.                                  “Resignation”
means the cessation of employment of the Participant with the Corporation or an
Affiliate as a result of resignation;


 


O.                                  “Restricted
Period” means any period of time that a Restricted Share Unit is not
exercisable and the Participant holding such Restricted Share Unit remains
ineligible to receive Restricted Shares or cash, determined by the Committee in
its absolute discretion, however, such period of time may be reduced or
eliminated from time to time and at any time and for any reason as determined
by the Committee, including but not limited to circumstances involving death or
disability of a Participant;


 


P.                                    “Restricted
Share Unit” means a unit credited by means of an entry on the books
of the Corporation to a Participant, representing the right to receive on the
Participant’s Entitlement Date (a) fully paid Shares, as determined by the
Committee, equal to the Market Value of a Share calculated at the date of such
payment or, (b) at the option of the Corporation, a cash payment of
equivalent value, in accordance with Sections 3.05 and 3.06;


 


Q.                                  “Restricted
Share Unit Award” means an award of Restricted Share Units under the
Plan to a Participant;


 


R.                                   “Restricted
Shares” means the Shares issuable upon either (i) the expiry of
an applicable Restricted Period, or (ii) the grant of Restricted Share
Units if they are granted without any applicable Restricted Period;


 


S.                                    “Retirement”
means the Participant ceasing to be an Eligible Employee after attaining a
stipulated age in accordance with the normal retirement policy or earlier with
the Corporation’s consent;


 


T.                                   “Retirement
Date” means the date on which a Participant ceases to be an Eligible
Employee due to the Retirement of the Participant;


 


U.                                  “Shares”
means the common shares in the capital of the Corporation, as adjusted in
accordance with the provisions of Article Five of this Plan;


 


V.                                   “Termination”
means: (i) in the case of an Eligible Employee, the termination of the
employment of the Eligible Employee with or without cause by the Corporation or
an Affiliate or the cessation of employment of the Eligible Employee with the
Corporation or an Affiliate, other than the Retirement, of the Eligible Employee;
and (ii) in the case of an Eligible Contractor, the termination of the
services of the Eligible Contractor by the Corporation or any Affiliate;


 


W.                              “Trustee” means the trustee appointed
from time to time by the Board under the Plan; and


 


X.                                  “TSX”
means the Toronto Stock Exchange.


 


Section 1.02          Headings:  The
headings of all articles, Sections, and paragraphs in the Plan are inserted for
convenience of reference only and shall not affect the construction or
interpretation of the Plan.


 


3

















 


Section 1.03          Context, Construction: 
Whenever the singular or masculine are used in the Plan, the same shall
be construed as being the plural or feminine or neuter or vice versa where the
context so requires.


 


Section 1.04          References to this Restricted
Share Unit Plan:  The words “herein”, “hereby”, “hereunder”, “hereof”
and similar expressions mean or refer to the Plan as a whole and not to any
particular article, Section, paragraph or other part hereof.


 


Section 1.05          Canadian Funds:  Unless
otherwise specifically provided, all references to dollar amounts in the Plan
are references to lawful money of Canada.


 


ARTICLE TWO


 


PURPOSE AND ADMINISTRATION OF THE RESTRICTED SHARE UNIT PLAN


 


Section 2.01          Purpose of the Restricted Share
Unit Plan:  The Plan provides for the payment of bonuses
in the form of the acquisition of Shares or, at the option of the Corporation,
cash by Participants for the purpose of advancing the interests of the
Corporation and its Affiliates through the motivation, attraction and retention
of Eligible Employees and Eligible Contractors and to secure for the
Corporation and the shareholders of the Corporation the benefits inherent in
the ownership of Shares by Eligible Employees and Eligible Contractors, it
being generally recognized that restricted share plans aid in attracting,
retaining and encouraging employees due to the opportunity offered to them to
acquire a proprietary interest in the Corporation.  It is intended that the Plan not be treated
as a “salary deferral arrangement” as defined by the Income Tax
Act (Canada) by reason of paragraph (k) thereof.


 


Section 2.02          Administration of the
Restricted Share Unit Plan:  The Plan shall be administered by the
Committee and the Committee shall have full authority to administer the Plan
including the authority to interpret and construe any provision of the Plan and
to adopt, amend and rescind such rules and regulations for administering
the Plan as the Committee may deem necessary in order to comply with the
requirements of the Plan.  All actions
taken and all interpretations and determinations made by the Committee in good
faith shall be final and conclusive and shall be binding on the Participants
and the Corporation.  No member of the
Committee shall be personally liable for any action taken or determination or
interpretation made in good faith in connection with the Plan and all members
of the Committee shall, in addition to their rights as directors of the
Corporation, be fully protected, indemnified and held harmless by the
Corporation with respect to any such action taken or determination or
interpretation made in good faith.  The
appropriate officers of the Corporation are hereby authorized and empowered to
do all things and execute and deliver all instruments, undertakings and
applications and writings as they, in their absolute discretion, consider
necessary for the implementation of the Plan and of the rules and
regulations established for administering the Plan.  All costs incurred in connection with the
Plan shall be for the account of the Corporation.


 


Section 2.03          Delegation to Committee:  All of
the powers exercisable hereunder by the directors of the Corporation may, to
the extent permitted by applicable law and as determined by resolution of the
directors of the Corporation, be exercised by a committee of the Board
comprised of not less than three (3) directors of the Corporation,
including any compensation committee of the Board.


 


Section 2.04          Role of the Trustee:  In the alternative to issuing Shares from
treasury, the Board may pay funds to the Trustee.  The Trustee shall use the funds received to
purchase Shares in the market.  Subject
to Section 3.05, the Trustee shall purchase the Shares as soon as
practicable following receipt of the funds from the Board. Shares purchased in
the market will be registered in the name of the Trustee.  The Trustee shall forward to each Participant
confirmation that the Shares have vested in the Participant and that the Shares
have been transferred to the Participant.


 


4

















 


Section 2.05          Record Keeping:  The
Corporation shall maintain a register in which shall be recorded:


 


(a)                                the name and address of each Participant;


 


(b)                               the number of Restricted Share Units granted to each Participant; and


 


(c)                                the number of Restricted Shares issued to each Participant.


 


Section 2.06          Determination of Participants
and Participation:  The Committee shall from time to time
determine the Participants who may participate in the Plan.  The Committee shall from time to time
determine the Participants to whom Restricted Share Units shall be granted and
the provisions and restrictions with respect to such grant, all such
determinations to be made in accordance with the terms and conditions of the
Plan, and the Committee may take into consideration the present and potential
contributions of and the services rendered by the particular Participant to the
success of the Corporation and any other factors which the Committee deems
appropriate and relevant.


 


Section 2.07          Maximum Number of Shares:


 


(a)                                The aggregate maximum number of Shares available for issuance from
treasury under this Plan, subject to adjustment pursuant to Section 5.06,
shall not exceed 19,800,000 Shares.  Any
Shares subject to a Restricted Share Unit which has been granted under the Plan
and which has been cancelled or terminated in accordance with the terms of the
Plan without the applicable Restricted Period having expired will again be
available under the Plan.


 


(b)                               The maximum number of Shares issuable to Insiders, at any time, pursuant
to this Plan and any other security based compensation arrangements of the
Corporation is 10% of the total number of Shares then outstanding.  The maximum number of Shares issued to
Insiders, within any one year period, pursuant to this Plan and any other
security based compensation arrangements of the Corporation is 10% of the total
number of Shares then outstanding.  For
purposes of this Section 2.07, the number of Shares then outstanding shall
mean the number of Shares outstanding on a non-diluted basis immediately prior
to the proposed grant of the applicable Restricted Share Unit.


 


ARTICLE THREE


 


RESTRICTED SHARE UNITS


 


Section 3.01          Restricted Share Unit Plan:  The
Plan is hereby established for Eligible Employees Eligible Contractors.


 


Section 3.02           Grant of Restricted Share Units:  A Restricted Share Unit
Award granted to a particular Participant in a calendar year will be a bonus
for services rendered by the Participant to the Corporation or an Affiliate, as
the case may be, in the Corporation’s or Affiliate’s fiscal year ending in such
year, as determined in the sole and absolute discretion of the Committee. The
number of Restricted Share Units awarded will be credited to the Participant’s account,
effective as of the Grant Date.


 


Section 3.03           Payment of Dividends:  Subject to the absolute discretion of the
Committee, the Committee may elect to credit each Participant with additional
Restricted Share Units.  In such case,
the number of additional Restricted Share Units will be equal to the aggregate
amount of dividends that would have been paid to the Participant if the
Restricted Share Units in the Participant’s account had been Shares divided by
the Market Value of a Share on the date on which dividends were paid by the
Corporation.


 


5

















 


The additional Restricted Shares Units will vest on
the Participant’s Entitlement Date, as defined in Section 3.04, of the
particular Restricted Share Unit Award to which the additional Restricted Share
Units relate.


 


Section 3.04           Vesting:  A Restricted Share Unit Award granted to a
Participant for services rendered will entitle the Participant, subject to the
Participant’s satisfaction of any conditions, restrictions or limitations
imposed under the Plan or Restricted Share Unit Grant Letter, to receive a
payment in fully paid Shares or, at the option of the Corporation, in cash on
the date when the Restricted Share Unit Award is fully vested (the
“Participant’s Entitlement Date”), which shall be after the expiry of the
Restricted Period, but no later than December 31 of the third calendar year
following the calendar year in which the Grant Date occurred in respect of the
corresponding Restricted Share Unit Award (the “Vesting Date”).


 


Subject to the foregoing, in the event of:


 


(i)            the death of the
Participant, all unvested Restricted Share Units credited to the Participant
will vest on the date of the Participant’s death.  The Shares represented by the Restricted
Share Units held by the Participant shall be issued, or cash will be paid, as
determined by the Committee, to the Participant’s estate immediately;


 


(ii)           the total disability of the
Participant, all unvested Restricted Share Units credited to the Participant
will vest within 60 days following the date in which the Participant is
determined to be totally disabled, and the Shares represented by Restricted
Share Units held by the Participant shall be issued, or cash will be paid, as
determined by the Committee, to the Participant immediately; and


 


(iii)          the termination without
cause of a Participant, all unvested Restricted Share Units credited to the
Participant shall vest on the date of Termination, and the Shares represented
by Restricted Share Units held by the Participant shall be issued, or cash will
be paid, as determined by the Committee, to the Participant immediately.


 


For greater certainty, all amounts payable to, or in
respect of a Participant, on the redemption of the Restricted Share Units shall
be paid to the Participant, or the Participant’s estate, on or before the
Vesting Date.


 


Section 3.05:          Redemption  - Fully Paid Shares to the
Participant:  Subject to
Sections 3.06 and 4.01, the Corporation will satisfy its payment obligation,
net of any applicable taxes and other source deductions required to be withheld
by the Corporation, on the redemption of the Restricted Share Units, with the
issue of fully paid Shares from treasury or by having the Trustee acquire
Shares in the open market on behalf of the Participant, in the event that the
Corporation elects not to issue Shares from treasury.  In the case of Shares to be acquired in the
open market, on the Participant’s Entitlement Date, the Corporation shall notify
the Trustee of the number of Shares of the Corporation to be purchased by the
Trustee on the Participant’s behalf and the Trustee will purchase such Shares
as soon as practical thereafter. The Trustee will deliver such Shares to the
Participant, as applicable. The Trustee shall have transferred to the
Participant full legal title and beneficial ownership of the Shares, prior to
the Vesting Date in accordance with Section 3.04.


 


Section 3.06:          Redemption – Cash Payment to the Participant:  In the event that the Corporation elects to
satisfy its payment obligation in cash, on the Participant’s Entitlement Date,
the Restricted Share Units shall be redeemed and paid by the Corporation to the
Participant subject to Section 4.01.  The
Market Value of the vested Restricted Share Units so redeemed shall, after
deduction of any applicable taxes and other source deductions required to be
withheld by the Corporation, be paid in cash in accordance with Section 3.04.


 


Section 3.07:          Option Adjustment: 
For greater certainty, no amount will be paid to, or in respect of, a
Participant under the Plan or pursuant to any other arrangement, and no
additional Restricted Share Units will be granted to a Participant to
compensate the Participant for any downward fluctuations in the 


 


6

















 


price
of a Share nor will any other form of benefit be conferred upon, or in respect
of, a Participant for such a purpose.


 


The Corporation will not contribute any amounts to a
third party or otherwise set aside any amounts to fund the benefits that will
be provided under the Plan.


 


Section 3.08:         Restricted Share Unit Grant
Letter:  Each grant of a Restricted Share Unit under
the Plan shall be evidenced by a Restricted Share Unit Grant Letter to the
Participant from the Corporation.  Such
Restricted Share Unit Grant Letter shall be subject to all applicable terms and
conditions of the Plan and may be subject to any other terms and conditions
which are not inconsistent with the Plan and which the Committee deems
appropriate for inclusion in a Restricted Share Unit Grant Letter.  The provisions of the various Restricted
Share Unit Grant Letters issued under the Plan need not be identical.


 


Section 3.09          Restricted Period: 
Concurrent with the determination to grant Restricted Share Units to a Participant,
the Committee shall determine the Restricted Period applicable to such
Restricted Share Units.


 


Section 3.10          Eligible Employee Criteria:  The
Committee shall establish criteria for the grant of Restricted Share Units to
Eligible Employees and Eligible Contractors.


 


Section 3.11          Resignation or
Termination with Cause during the Restricted Period:  If the employment of the Participant is
terminated, for any reason other than death or disability or termination
without cause, including but not limited to voluntary termination of employment
(other than for Retirement) or termination for cause, then, except as provided
for in the Restricted Share Unit Grant Letter or as determined by the
Committee, all Restricted Share Units will be forfeited by the Participant, and
be of no further force and effect, as of the date of Termination.


 


Section 3.12          Change of Control:  If
there is a Change of Control, all Restricted Share Units outstanding shall
immediately vest on the date of such Change of Control notwithstanding the
Restricted Period.  In any event, upon a
Change of Control, Participants shall not be treated any more favourably than
shareholders of the Corporation with respect to the consideration that the
Participants would be entitled to receive for their Shares.


 


Section 3.14          Election - Sale of Shares by Trustee:  In the event that the
Corporation satisfies its payment obligation in Shares, a Participant may
direct to have the Trustee, if any such Trustee has been appointed by the
Board, sell such Shares on behalf of the Participant. In the absence of an
election being made, the Participant shall be deemed to have elected to receive
the Shares directly.


 


Section 3.15          Necessary Approvals:  The
Plan shall be subject to the approval of the shareholders of the Corporation to
be given by a resolution passed at a meeting of the shareholders of the
Corporation and acceptance by the TSX or any regulatory authority or stock
exchange having jurisdiction over the securities of the Corporation.


 


ARTICLE FOUR


 


WITHHOLDING TAXES


 


Section 4.01          Withholding Taxes:  The
Corporation or its Affiliates may take such steps as are considered necessary
or appropriate for the withholding of any taxes which the Corporation or its
Affiliate is required by any law or regulation of any governmental authority
whatsoever to withhold in connection with any payment or delivery of Shares
made under this Plan including, without limiting the generality of the
foregoing, the withholding of all or any portion of any payment or the
withholding of the issue of Shares to be issued under the Plan, until such time
as the Participant has paid the Corporation or its Affiliates for any amount
which the Corporation and its Affiliates are required to withhold with respect
to such taxes.  For greater certainty,
immediately upon delivery of any Shares, the Corporation shall have the right
to require that a Participant sell a given number of Shares sufficient to cover
any applicable 


 


7

















 


withholding
taxes and any other source deductions to be withheld by the Corporation in
connection with payments made in satisfaction of the Participant’s vested
Restricted Share Units.


 


ARTICLE FIVE


 


GENERAL


 


Section 5.01          Effective Time of Restricted
Share Unit Plan:  The Plan shall be effective on May 14, 2008, shareholder
approval having been received at the Corporation’s annual and special meeting
held on May 14, 2008.  The Plan
shall remain in effect until it is terminated by the Board.


 


Section 5.02          Amendment of Restricted Share
Unit Plan:  The Board or the Committee, as the case may
be, may discontinue the Plan at any time without first obtaining shareholder
approval, provided that, without the consent of a Participant, such
discontinuance may not in any manner adversely affect the Participant’s rights
under any Restricted Share Unit granted under the Plan.


 


The
Board or the Committee may, subject to receipt of requisite regulatory and
shareholder approval, make the following amendments to the Plan:


 


(a)           amend the number of securities under the Plan;


 


(b)           change the definition of “Participant” under the Plan which would have
the potential of narrowing, broadening or increasing insider participation;


 


(c)           make amendments that may lead to significant or unreasonable dilution to
the Corporation’s outstanding securities, or that may provide additional
benefits to Participants at the expense of the Corporation or its shareholders;
or


 


(d)           make amendments to Section 5.03 of the Plan that would permit
Restricted Share Units, or any other right or interest of a Participant under
the Plan, to be assigned or transferred, other than for normal estate
settlement purposes.


 


The Board or the Committee may, subject to receipt of requisite
regulatory approval, where required, in its sole discretion make all other
amendments to the Plan that are not of the type contemplated above, including,
without limitation:


 


(a)           amendments of a housekeeping nature;


 


(b)           the addition or a change to the vesting
provisions of a Restricted Share Unit or the Plan;


 


(c)           a change to the termination provisions of a
Restricted Share Unit or the Plan;


 


(d)           amendments to reflect changes to applicable
securities laws; and


 


(e)           amendments to ensure that the Restricted Share
Units granted under the Plan will comply with any provisions respecting income
tax and other laws in force in any country or jurisdiction of which a
Participant to whom a Restricted Share Unit has been granted may from time to
time be resident or a citizen.


 


Any amendment
of this Plan shall be such that this Plan will not be considered a “salary
deferral arrangement” as defined in subsection 248(1) of Income Tax Act (Canada) or any successor provision thereto,
by reason of the Plan continuously meeting the requirements under the exception
in paragraph (k) of that definition.


 


Section 5.03          Non-Assignable:  Except
pursuant to a will or by the laws of descent and distribution, no Restricted
Share Unit and no other right or interest of a Participant is assignable or
transferable.


 


8

















 


Section 5.04          Rights as a Shareholder:  No
holder of any Restricted Share Units shall have any rights as a shareholder of
the Corporation prior to the end of the applicable Restricted Period.  Subject to Sections 3.08 and 5.06, no holder
of any Restricted Share Units shall be entitled to receive, and no adjustment
shall be made for, any dividends, distributions or any other rights declared
for shareholders of the Corporation for which the record date is prior to the
date of expiry of the Restricted Period applicable to any Restricted Share
Unit.


 


Section 5.05          No Contract of Employment: 
Nothing contained in the Plan shall confer or be deemed to confer upon
any Participant the right to continue in the employment of, or to provide
services to, the Corporation or its Affiliates nor interfere or be deemed to
interfere in any way with any right of the Corporation or its Affiliates to
discharge any Participant at any time for any reason whatsoever, with or
without cause.  Participation in the Plan
by a Participant shall be voluntary.


 


Section 5.06          Adjustment in Number of Shares
Subject to the Restricted Share Unit Plan:  In the event there is any
change in the Shares, whether by reason of a stock dividend, consolidation,
subdivision, reclassification or otherwise, an appropriate adjustment shall be
made by the Committee in:


 


(a)                                the number of Shares available under the Plan; and


 


(b)                               the number of Shares subject to any Restricted Share Units.


 


If
the foregoing adjustment shall result in a fractional Share, the fraction shall
be disregarded.  All such adjustments
shall be conclusive, final and binding for all purposes of the Plan.


 


Section 5.07          Securities Exchange Take-over
Bid:  In the event that the Corporation becomes the
subject of a take-over bid (within the meaning of the Securities Act (Ontario)) pursuant to
which 100% of the issued and outstanding Shares are acquired by the offeror
either directly or as a result of the compulsory acquisition provisions of the
incorporating statute and where consideration is paid in whole or in part in
equity securities of the Offeror, the Committee may send notice to all holders
of Restricted Share Units requiring them to surrender their Restricted Share
Units within 10 days of the mailing of such notice, and the holders of
Restricted Share Units shall be deemed to have surrendered such Restricted
Share Units on the tenth (10th)
day after the mailing of such notice without further formality, provided that:


 


(a)                                the offeror delivers with such notice an irrevocable and unconditional
offer to grant replacement restricted share rights to the holders of Restricted
Share Units on the equity securities offered as consideration;


 


(b)                               the Committee has determined, in good faith, that such replacement
restricted share rights have substantially the same economic value as the
Restricted Share Units being surrendered; and


 


(c)                                the surrender of Restricted Share Units and the granting of replacement
restricted share rights can be effected on a tax deferred basis under the Income Tax Act (Canada).


 


Section 5.08          No Representation or Warranty:  The
Corporation makes no representation or warranty as to the future market value
of any Shares issued in accordance with the provisions of the Plan.


 


Section 5.09          Compliance with Applicable Law:  If any
provision of the Plan or any Restricted Share Unit contravenes any law or any
order, policy, by-law or regulation of any regulatory body having jurisdiction,
then such provision shall be deemed to be amended to the extent necessary to
bring such provision into compliance therewith.


 


Section 5.10          Interpretation:  This
Plan shall be governed by and construed in accordance with the laws of the
Province of Ontario.


 


9