Energy Fuels Inc.: Exhibit 10.2 - Filed by newsfilecorp.com







	ENERGY FUELS INC. 
	 
	 
	 
	2015 OMNIBUS EQUITY INCENTIVE COMPENSATION PLAN
  


As approved by the Board of Directors on January 28, 2015 




TABLE OF CONTENTS 

	 	 	Page 
	 	 	 
	ARTICLE 1. ESTABLISHMENT, PURPOSE
      AND DURATION 	1 
	               
         1.1 	Establishment of the Plan 	1 
	           
             1.2 	Purpose of the Plan 	1 
	               
         1.3	Duration of the Plan 	1 
	           
             1.4 	Successor Plan 	1 
	ARTICLE 2. DEFINITIONS 	1 
	ARTICLE 3. ADMINISTRATION 	7 
	               
         3.1 	General 	7 
	           
             3.2 	Authority of the Committee 	8 
	               
         3.3 	Delegation 	8 
	ARTICLE 4. SHARES SUBJECT TO THE
      PLAN AND MAXIMUM AWARDS 	8 
	               
         4.1 	Number of Shares Available for Awards 	8 
	           
             4.2 	Adjustments in Authorized
      Shares 	9 
	ARTICLE 5. ELIGIBILITY AND PARTICIPATION 	10 
	           
             5.1 	Eligibility 	10 
	               
         5.2 	Actual Participation 	10 
	ARTICLE 6. STOCK OPTIONS 	10 
	               
         6.1 	Grant of Options 	10 
	           
             6.2	Award Agreement 	10 
	               
         6.3 	Option Price 	10 
	           
             6.4	Duration of Options 	10 
	               
         6.5 	Exercise of Options 	10 
	           
             6.6 	Payment 	11 
	               
         6.7	Restrictions on Share Transferability 	11 
	           
             6.8 	Death, Retirement and
      Termination of Employment 	11 
	               
         6.9 	Nontransferability of Options 	13 
	           
             6.10 	Notification of Disqualifying
      Disposition 	13 
	               
         6.11     	$100,000 Annual ISO Limitation 	13 
	ARTICLE 7. STOCK APPRECIATION
      RIGHTS 	14 
	               
         7.1 	Grant of SARs 	14 
	           
             7.2 	SAR Agreement 	14 
	               
         7.3 	Term of SAR 	14 
	           
             7.4 	Exercise of Freestanding SARs
    	14 
	               
         7.5 	Exercise of Tandem SARs 	14 
	           
             7.6 	Payment of SAR Amount 	15 
	               
         7.7 	Termination of Employment 	15 
	           
             7.8 	Nontransferability of SARs 	15 
	               
         7.9 	Other Restrictions 	15 


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	ARTICLE 8. RESTRICTED STOCK AND
      RESTRICTED STOCK UNITS 	15 
	               
         8.1 	Grant of Restricted Stock or Restricted Stock
      Units 	15 
	           
             8.2 	Restricted Stock or Restricted
      Stock Unit Agreement 	15 
	               
         8.3 	Nontransferability of Restricted Stock and
      Restricted Stock Units 	16 
	           
             8.4 	Other Restrictions 	16 
	               
         8.5 	Certificate Legend 	16 
	           
             8.6 	Voting Rights 	17 
	               
         8.7 	Dividends and Other Distributions 	17 
	           
             8.8 	Death and other Termination of
      Employment 	17 
	               
         8.9 	Payment in Settlement of Restricted Stock Units
    	18 
	ARTICLE 9. DEFERRED SHARES UNITS
    	18 
	               
         9.1 	Grant of Deferred Share Units 	18 
	           
             9.2 	Deferred Share Unit Agreement
    	18 
	               
         9.3 	Nontransferability of Restricted Stock and
      Restricted Stock Units 	19 
	           
             9.4 	Termination of Employment 	19 
	ARTICLE 10. PERFORMANCE SHARES AND PERFORMANCE
      UNITS 	19 
	           
             10.1 	Grant of Performance Shares and
      Performance Units 	19 
	               
         10.2 	Value of Performance Shares and Performance
      Units 	19 
	           
             10.3 	Earning of Performance Shares
      and Performance Units 	19 
	               
         10.4 	Form and Timing of Payment of Performance
      Shares and Performance Units 	19 
	           
             10.5 	Dividends and Other
      Distributions 	20 
	               
         10.6 	Termination of Employment 	20 
	           
             10.7 	Nontransferability of
      Performance Shares and Performance Units 	20 
	ARTICLE 11. FULL VALUE STOCK-BASED AWARDS 	20 
	           
             11.1 	Stock-Based Awards 	20 
	               
         11.2 	Termination of Employment 	20 
	           
             11.3 	Nontransferability of
      Stock-Based Awards 	20 
	ARTICLE 12. PERFORMANCE MEASURES 	21 
	ARTICLE 13. BENEFICIARY
      DESIGNATION 	23 
	ARTICLE 14. DEFERRALS 	23 
	ARTICLE 15. RIGHTS OF PERSONS
      ELIGIBLE TO PARTICIPATE 	23 
	               
         15.1 	Employment 	23 
	           
             15.2 	Participation 	24 
	               
         15.3 	Rights as a Shareholder 	24 
	ARTICLE 16. CHANGE OF CONTROL 	24 
	               
         16.1 	Accelerated Vesting and Payment 	24 
	           
             16.2 	Alternative Awards 	25 
	               
         16.3 	Compliance with Section 280G of the Code 	25 
	ARTICLE 17. AMENDMENT,
      MODIFICATION, SUSPENSION AND TERMINATION 	26 
	               
         17.1     	Amendment, Modification, Suspension and
      Termination 	26 


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	                   17.2
    	Adjustment of Awards Upon the
      Occurrence of Unusual or Nonrecurring Events 	27 
	               
         17.3 	Awards Previously Granted 	27 
	ARTICLE 18. WITHHOLDING 	27 
	ARTICLE 19. SUCCESSORS 	28 
	ARTICLE 20. GENERAL PROVISIONS
	28 
	               
         20.1 	Forfeiture Events 	28 
	           
             20.2 	Legend 	28 
	               
         20.3 	Delivery of Title 	28 
	           
             20.4 	Investment Representations 	29 
	               
         20.5 	Uncertificated Shares 	29 
	           
             20.6 	Unfunded Plan 	29 
	               
         20.7 	No Fractional Shares 	29 
	           
             20.8 	Other Compensation and Benefit
      Plans 	29 
	               
         20.9 	No Constraint on Corporate Action 	29 
	           
             20.10    	Compliance with United States
      Securities Laws 	29 
	ARTICLE 21. LEGAL CONSTRUCTION 	30 
	           
             21.1 	Gender and Number 	30 
	               
         21.2 	Severability 	30 
	           
             21.3 	Requirements of Law 	30 
	               
         21.4 	Governing Law 	30 
	           
             21.5 	Compliance with Section 409A of
      the Code 	30 


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ENERGY FUELS INC. 

2015 OMNIBUS EQUITY INCENTIVE COMPENSATION PLAN 

ARTICLE 1. ESTABLISHMENT, PURPOSE AND DURATION 

1.1     Establishment of the Plan. Energy Fuels Inc., an
Ontario corporation (the “Company”), hereby establishes an incentive
compensation plan to be known as the 2015 Omnibus Equity Incentive Compensation
Plan (the “Plan”). The Plan permits the grant of Nonqualified Stock Options,
Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted
Stock Units, Deferred Stock Units, Performance Shares, Performance Units and
Stock-Based Awards. The Plan shall be adopted and become effective on the date
approved by the Board (the “Effective Date”), provided that no Awards may be
exercised or redeemed until the Plan has been approved by the shareholders of
the Company and the TSX.

1.2     Purpose of the Plan. The purpose of the Plan is to
promote the success and enhance the value of the Company by linking the personal
interests of the Participants to those of the Company’s stockholders, and by
providing Participants with an incentive for outstanding performance. The Plan
is further intended to provide flexibility to the Company in its ability to
attract, motivate and retain the services of Participants upon whose judgment,
interest and special effort the success of the Company is substantially
dependent.

1.3     Duration of the Plan. The Plan shall commence as of
the Effective Date, as described in Section 1.1 herein, and shall remain in
effect, subject to the right of the Committee or the Board to amend or terminate
the Plan at any time pursuant to Article 17 hereof, until the earlier of (i) the
tenth anniversary of the Effective Date, or (ii) all Shares subject to the Plan
have been purchased or acquired according to the Plan’s provisions. 

1.4     Successor Plan. This Plan shall serve as the
successor to the Company’s current Stock Option Plan, (the “Predecessor Plan”),
and no further awards shall be made under the Predecessor Plan from and after
the Effective Date of this Plan. All outstanding awards under the Predecessor
Plan immediately prior to the Effective Date of this Plan are hereby
incorporated into this Plan and shall accordingly be treated as Awards under
this Plan. However, each such Award shall continue to be governed solely by the
terms and conditions of the instrument evidencing such grant or issuance, and,
except as otherwise expressly provided herein or by the Committee, no provision
of this Plan shall affect or otherwise modify the rights or obligations of
holders of such incorporated awards.

ARTICLE 2. DEFINITIONS 

Whenever used in the Plan, the following terms shall have the
respective meanings set forth below, unless the context clearly requires
otherwise, and when such meaning is intended, such term shall be
capitalized.

2.1     “Affiliate” shall have the meaning ascribed to such
term in the OSA.

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2.2     “Award” means, individually or collectively, a grant
under this Plan of NQSOs, ISOs, SARs, Restricted Stock, Restricted Stock Units,
Performance Shares, Performance Units or Stock-Based Awards, in each case
subject to the terms of this Plan.

2.3     “Award Agreement” means either (i) a written
agreement entered into by the Company or an Affiliate of the Company and a
Participant setting forth the terms and provisions applicable to Awards granted
under this Plan; or (ii) a written statement issued by the Company or an
Affiliate of the Company to a Participant describing the terms and provisions of
such Award. All Award Agreements shall be deemed to incorporate the provisions
of the Plan. An Award Agreement need not be identical to other Award Agreements
either in form or substance. 

2.4     “Beneficial Ownership” shall have the meaning
ascribed to such term in Section 90 of the OSA. 

2.5     “Blackout Period” means a period of time during
which the Participant cannot sell Shares, due to applicable law or policies of
the Company in respect of insider trading. 

2.6     “Board” or “Board of Directors” means the
Board of Directors of the Company. 

2.7     “Change of Control” shall occur if any of the
following events occur: 

(i)     any transaction at any time and by whatever means pursuant
to which (A) the Company goes out of existence by any means, except for any
corporate transaction or reorganization in which the proportionate voting power
among holders of securities of the entity resulting from such corporate
transaction or reorganization is substantially the same as the proportionate
voting power of such holders of Company voting securities immediately prior to
such corporate transaction or reorganization or (B) any Person or any group of
two or more Persons acting jointly or in concert (other than the Company, a
wholly-owned Subsidiary of the Company, an employee benefit plan of the Company
or of any of its wholly-owned Subsidiaries, including the trustee of any such
plan acting as trustee) hereafter acquires the direct or indirect “beneficial
ownership” (as defined by the Business Corporations Act (Ontario) of, or
acquires the right to exercise control or direction over, securities of the
Company representing 50% or more of the Company’s then issued and outstanding
securities in any manner whatsoever, including, without limitation, as a result
of a take-over bid, an exchange of securities, an amalgamation of the Company
with any other entity, an arrangement, a capital reorganization or any other
business combination or reorganization; 

(ii)     the sale, assignment or other transfer of all or
substantially all of the assets of the Company to a Person other than a
wholly-owned Subsidiary of the Company; 

(iii)     the dissolution or liquidation of the Company except in
connection with the distribution of assets of the Company to one or more Persons
which were wholly-owned Subsidiaries of the Company immediately prior to such
event; 

(iv)     the occurrence of a transaction requiring approval of the
Company’s shareholders whereby the Company is acquired through consolidation,
merger, exchange of securities, purchase of assets, amalgamation, arrangement or
otherwise by any other Person (other than a short form amalgamation or exchange of securities
with a wholly-owned Subsidiary of the Company); 

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(v)     with respect to holders of Options who are employed by a
subsidiary of the Company, an event set forth in (i), (ii), (iii) or (iv) has
occurred with respect to such subsidiary (the “Employing Subsidiary”), in which
case the term “Company” in those paragraphs will be read to mean “Employing
Subsidiary” and the phrase “ wholly-owned Subsidiary(ies)” will be read to mean
“ Affiliate(s) or wholly-owned Subsidiary(ies)”; or 

(vi)     the Board passes a resolution to the effect that, for the
  purposes of some or all of the Award Agreements, an event set forth in (i),
(ii), (iii), (iv) or (v) above has occurred.

Notwithstanding the foregoing, the Committee may modify the
definition of a Change of Control for a particular Award or Awards as the
Committee deems appropriate to comply with Section 409A of the Code. 

2.8     “Change of Control Price” means the highest price
per Share offered in conjunction with any transaction resulting in a Change of
Control (as determined in good faith by the Committee if any part of the offered
price is payable other than in cash). In the case of a Change of Control
occurring solely by reason of a change in the composition of the Board, the
highest Fair Market Value of the Shares on any of the thirty (30) trading days
immediately preceding the date on which a Change of Control occurs, except if
the relevant participant is subject to taxation under the ITA such Change of
Control price shall be deemed to be a price determined by the Committee based on
the closing price of a Share on the TSX or the NYSE on the trading day preceding
the Change of Control date or based on the volume weighted average trading price
of the Shares on the TSX and NYSE for the five trading days immediately
preceding the Change of Control date. 

2.9     “Code” means the U.S. Internal Revenue Code of 1986,
as amended from time to time, or any successor thereto.

2.10     “Committee” means the Board of Directors, or, if so
delegated in whole or in part by the Board, the Compensation Committee, or any
other duly authorized committee of the Board appointed by the Board to
administer the Plan.

2.11     “Company” means Energy Fuels Inc., an Ontario
corporation, and any successor thereto as provided in Article 19 herein.

2.12     “Constructively Terminated” means, unless otherwise
specified by the Committee in the Award Agreement, a voluntary termination of
employment by an Employee within ten (10) business days after any of the
following actions by the Company, an Affiliate, or a person acting on behalf of
either: 

(i)     Requiring the Employee to be based as his/her regular or
customary place of employment at any office or location more than fifty (50)
miles from the location at which the Employee performed his/her duties
immediately prior to the Change of Control, or in a state or province other than
the one in which the Employee performed his/her duties immediately prior to the Change of Control, in each case except for travel
reasonably required in the performance of the individual’s responsibilities; 

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(i)     Materially reducing the Employee’s base salary below the
rate in effect at the time of a Change of Control; 

(ii)     Failing to pay the Employee’s base salary, other wages or
employment-related benefits as required by law; or 

(iii)     A material reduction or diminution in the level of
responsibility, or office of the Employee, provided that before any claim of
material reduction or diminution of responsibility may be relied upon by the
Employee, the Employee must have provided written notice to the Employee’s
supervisor and the Board of the alleged material reduction or diminution of
responsibility and have given the Company or Affiliate, as the case may be, at
least thirty (30) calendar days within which to cure the alleged material
reduction or diminution of responsibility. 

2.13     “Consultant” means a Person that: 

	 	(i) 	
      is engaged to provide services to the Company or an
      Affiliate other than services provided in relation to a distribution of
      securities of the Company or an Affiliate;

	 	 	 
	 	(ii) 	
      provides the services under a written contract with the
      Company or an Affiliate; and

	 	 	 
	 	(iii) 	
      spends or will spend a significant amount of time and
      attention on the affairs and business of the Company or an
    Affiliate;



provided that with respect to
Consultants who are U.S. Persons, such Consultants shall be granted Awards under
this Plan only if: 

	 	(i) 	
      they are natural persons;

	 	 	 
	 	(ii) 	
      they provide bona fide services to the Company or its
      majority-owned subsidiaries; and

	 	 	 
	 	(iii) 	
      such services are not in connection with the offer or
      sale of securities in a capital-raising transaction, and do not directly
      or indirectly promote or maintain a market for the Company’s
      securities.



2.14     “Covered Employee” means an Employee who is, or who
the Committee expects to become, a “covered employee” within the meaning of
Section 162(m) of the Code. 

2.14A     Deferred Share Unit” means an Award denominated
in units that provides the holder thereof with a right to receive Shares or cash
or a combination thereof upon settlement of the Award, granted under Article
9 herein and subject to the terms of this Plan. 

2.15     “Director” means any individual who is a member of
the Board of Directors of the Company.

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2.16     “Dividend Equivalent” means a right with respect to
an Award to receive cash, Shares or other property equal in value and form to
dividends declared by the Board and paid with respect to outstanding Shares.
Dividend Equivalents shall not apply to an Award unless specifically provided
for in the Award Agreement, and if specifically provided for in the Award
Agreement shall be subject to such terms and conditions set forth in the Award
Agreement as the Committee shall determine. 

2.17     “Employee” means any employee of the Company or an
Affiliate. Directors who are not otherwise employed by the Company or an
Affiliate shall not be considered Employees under this Plan. 

2.18     “Exchange Act” means the Securities Exchange Act of
1934, as amended from time to time, or any successor act thereto.

2.19     “Fair Market Value” or “FMV” means, unless
otherwise required by any applicable provision of the Code or any regulations
thereunder or by any applicable accounting standard for the Company’s desired
accounting for Awards or by the rules of the NYSE or the TSX, a price that is
determined by the Committee, provided that such price cannot be less than the
greater of (i) the volume weighted average trading price of the Shares on the
TSX or the NYSE for the five trading days immediately prior to the grant date or
(ii) the closing price of the Shares on the TSX or the NYSE on the trading day
immediately prior to the grant date. 

2.20     “Fiscal Year” means the Company’s fiscal year
commencing on January 1 and ending on December 31 or such other fiscal year as
approved by the Board.

2.21     “Freestanding SAR” means a SAR that is not a Tandem
SAR, as described in Article 7 herein. 

2.22     “Grant Price” means the price against which the
amount payable is determined upon exercise of an SAR. 

2.23     “Incentive Stock Option” or “ISO” means an
Option to purchase Shares granted under Article 6 herein and that is designated
as an Incentive Stock Option and is intended to meet the requirements of Section
422 of the Code, or any successor provision.

2.24     “ITA” means the Income Tax Act (Canada).

2.25     “Non-Employee Director” means a Director who is not
an Employee. 

2.26     “Nonqualified Stock Option” or “NQSO” means
an Option to purchase Shares, granted under Article 6 herein, which is not
intended to be an Incentive Stock Option or that otherwise does not meet the
requirements for treatment as an Incentive Stock Option under Section 422 of the
Code, or any successor provision. 

2.27     “NYSE” means the NYSE MKT LLC. 

5 




2.28     “Option” means the conditional right to purchase
Shares at a stated Option Price for a specified period of time in the form of an
Incentive Stock Option or a Nonqualified Stock Option subject to the terms of
this Plan. 

2.29     “Option Price” means the price at which a Share may
be purchased by a Participant pursuant to an Option, as determined by the
Committee.

2.30     “OSA” means the Securities Act (Ontario), as
may be amended from time to time. 

2.31     “Participant” means an Employee, Non-Employee
Director or Consultant who has been selected to receive an Award, or who has an
outstanding Award granted under the Plan. 

2.32     “Performance-Based Compensation” means compensation
under an Award that is granted in order to provide remuneration solely on
account of the attainment of one or more Performance Goals under circumstances
that satisfy the requirements of Section 162(m) of the Code.

2.33     “Performance Goal” means a performance criterion
selected by the Committee for a given Award for purposes of Article 11 based on
one or more Performance Measures.

2.34     “Performance Measures” means measures as described
in Article 12, the attainment of one or more of which shall, as determined by
the Committee, determine the vesting, payability or value of an Award to a
Covered Employee that is designated to qualify as Performance-Based
Compensation. 

2.35     “Performance Period” means the period of time
during which the assigned performance criteria must be met in order to determine
the degree of payout and/or vesting with respect to an Award. 

2.36     “Performance Share” means an Award granted under
Article 10 herein and subject to the terms of this Plan, denominated in Shares,
the value of which at the time it is payable is determined as a function of the
extent to which corresponding performance criteria have been achieved.

2.37     “Performance Unit” means an Award granted under
Article 10 herein and subject to the terms of this Plan, denominated in units,
the value of which at the time it is payable is determined as a function of the
extent to which corresponding performance criteria have been achieved.

2.38     “Period of Restriction” means the period when an
Award of Restricted Stock or Restricted Stock Units is subject to forfeiture
based on the passage of time, the achievement of performance criteria, and/or
upon the occurrence of other events as determined by the Committee, in its
discretion. 

2.39     “Person” shall have the meaning ascribed to such
term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d)
thereof, including a “group” as defined in Section 13(d) thereof; provided,
however, that “Person” shall not include (i) the Company or any Affiliate, or (ii) any employee benefit plan (including an
employee stock ownership plan) sponsored by the Company or any Affiliate. 

6 




2.40     “Restricted Stock” means an Award of Shares subject
to a Period of Restriction, granted under Article 8 herein and subject to the
terms of this Plan.

2.41     “Restricted Stock Unit” means an Award denominated
  in units subject to a Period of Restriction, with a right to receive Shares or
  cash or a combination thereof upon settlement of the Award, granted under
Article 8 herein and subject to the terms of this Plan.

2.42     “Shares” means common shares of the Company. 

2.43     “Significant Stockholder” means a person who at the
time of a grant of an ISO to such person owns (or is deemed to own pursuant to
Section 424(d) of the Code) stock possessing more than ten percent (10%) of the
total combined voting power of all classes of shares of the Company or any of
its Affiliates. 

2.44     “Stock Appreciation Right” or “SAR” means
the conditional right to receive the difference between the FMV of a Share on
the date of exercise over the Grant Price, pursuant to the terms of Article 7
herein and subject to the terms of this Plan. 

2.45     “Stock-Based Award” means an equity-based or
equity-related Award granted under Article 11 herein and subject to the terms of
this Plan, and not otherwise described by the terms of this Plan. 

2.46     “Tandem SAR” means a SAR that the Committee
specifies is granted in connection with a related Option pursuant to Article 7
herein and subject to the terms of this Plan, the exercise of which shall
require forfeiture of the right to purchase a Share under the related Option
(and when a Share is purchased under the Option, the Tandem SAR shall similarly
be cancelled) or a SAR that is granted in tandem with an Option but the exercise
of such Option does not cancel the SAR, but rather results in the exercise of
the related SAR. Regardless of whether an Option is granted coincident with a
SAR, a SAR is not a Tandem SAR unless so specified by the Committee at the time
of grant. 

2.47     “TSX” means the Toronto Stock Exchange. 

2.48     “Voting Power” shall mean such number of Voting
Securities as shall enable the holders thereof to cast all the votes which could
be cast in an annual election of directors of a company.

2.49     “Voting Securities” shall mean all securities
entitling the holders thereof to vote in an annual election of directors of a
company. 

ARTICLE 3. ADMINISTRATION 

3.1     General. The Committee shall be responsible for
administering the Plan. The Committee may employ attorneys, consultants,
accountants, agents and other individuals, any of whom may be an Employee, and
the Committee, the Company, and its officers and Directors shall be entitled to rely upon the advice, opinions or
valuations of any such persons. All actions taken and all interpretations and
determinations made by the Committee shall be final, conclusive and binding upon
the Participants, the Company, and all other interested parties.

7 




3.2     Authority of the Committee. The Committee shall have
full and exclusive discretionary power to interpret the terms and the intent of
the Plan and any Award Agreement or other agreement ancillary to or in
connection with the Plan, to determine eligibility for Awards, and to adopt such
rules, regulations and guidelines for administering the Plan as the Committee
may deem necessary or proper. Such authority shall include, but not be limited
to, selecting Award recipients, establishing all Award terms and conditions,
including grant and exercise price, and vesting terms and, subject to Article
17, adopting modifications and amendments, or subplans to the Plan or any Award
Agreement, including, without limitation, any that are necessary or appropriate
to comply with the laws or compensation practices of the jurisdictions in which
the Company and Affiliates operate.

3.3     Delegation. The Committee may delegate to one or
  more of its members any of the Committee’s administrative duties or powers as it
  may deem advisable; provided, however, that any such delegation shall not be
  inconsistent with the provisions of Rule 16b-3 under the Exchange Act or Section
  162(m) of the Code as to actions to be taken by the Committee in connection
therewith, and must be permitted under applicable corporate law. 

ARTICLE 4. SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS


4.1     Number of Shares Available for Awards. Subject to
adjustment as provided in Section 4.2 herein, the number of Shares hereby
reserved for issuance to Participants under the Plan shall not exceed the number
which represents 10% of the issued and outstanding Shares from time to time (the
“Total Share Authorization”). Subject to applicable law, the requirements of the
TSX or the NYSE and any shareholder or other approval which may be required, the
Board may in its discretion amend the Plan to increase such limit without notice
to any Participants. 

The number of Shares reserved for issue to Insiders pursuant to
this Plan, together with Shares reserved for issue to Insiders under any other
existing share compensation arrangement of the Company, shall not exceed 10% of
the aggregate outstanding Shares of the Company. Within any one-year period, the
number of Shares issued to Insiders pursuant to this Plan and all other existing
share compensation arrangement of the Company shall not exceed 10% of the
aggregate outstanding Shares of the Company. If the number of Shares shall be
increased or decreased as a result of a stock split, consolidation
reclassification or recapitalization and not as a result of the issuance of
Shares for additional consideration or by way of a stock dividend in the
ordinary course, the Company may make appropriate adjustments to the maximum
number of Shares which may be issued from the treasury of the Company under the
Plan. 

For greater clarity, any Awards that are not settled in Shares
shall not reduce any of these reserves. Any Shares related to Awards (or, after
the Effective Date, awards granted under the Predecessor Plan) which (i)
terminate by expiration, forfeiture, cancellation or otherwise without the
issuance of such Shares, (ii) are settled in cash either in lieu of Shares or
otherwise, or (iii) are exchanged with the Committee’s approval for Awards not
involving Shares, shall be available again for issuance under the Plan.
The maximum number of Shares available for issuance under the Plan shall not be
reduced to reflect any dividends or Dividend Equivalents that are reinvested
into additional Shares or credited as additional Restricted Stock, Restricted
Stock Units, Performance Shares or Stock-Based Awards. The Shares available for
issuance under the Plan may be authorized and unissued Shares or treasury
Shares.

8 




4.2     Adjustments in Authorized Shares. In the event of
any corporate event or transaction (collectively, a “Corporate
Reorganization”) (including, but not limited to, a change in the Shares of
the Company or the capitalization of the Company) such as a merger, arrangement,
amalgamation, consolidation, reorganization, recapitalization, separation, stock
dividend, extraordinary dividend, stock split, reverse stock split, split up,
spin-off or other distribution of stock or property of the Company, combination
of securities, exchange of securities, dividend in kind, or other like change in
capital structure or distribution (other than normal cash dividends) to
stockholders of the Company, or any similar corporate event or transaction, the
Committee shall make or provide for such adjustments or substitutions, as
applicable, in the number and kind of Shares that may be issued under the Plan,
the number and kind of Shares subject to outstanding Awards, the Option Price or
Grant Price applicable to outstanding Awards, the Award Limits, the limit on
issuing Awards other than Options granted with an Option Price equal to at least
the FMV of a Share on the date of grant or Stock Appreciation Rights with a
Grant Price equal to at least the FMV of a Share on the date of grant, and any
other value determinations applicable to outstanding Awards or to this Plan, as
are equitably necessary to prevent dilution or enlargement of Participants’
rights under the Plan that otherwise would result from such corporate event or
transaction. In connection with a Corporate Reorganization, the Committee shall
have the discretion to permit a holder of Options to purchase (at the times, for
the consideration, and subject to the terms and conditions set out in this Plan)
and the holder will then accept on the exercise of such Option, in lieu of the
Shares that such holder would otherwise have been entitled to purchase, the kind
and amount of shares or other securities or property that such holder would have
been entitled to receive as a result of the Corporate Reorganization if, on the
effective date thereof, that holder had owned all Shares that were subject to
the Option. Such adjustments shall be made automatically, without the necessity
of Committee action, on the customary arithmetical basis in the case of any
stock split, including a stock split effected by means of a stock dividend, and
in the case of any other dividend paid in Shares. 

The Committee shall also make appropriate adjustments in the
  terms of any Awards under the Plan as are equitably necessary to reflect such
  corporate event or transaction and may modify any other terms of outstanding
  Awards, including modifications of performance criteria and changes in the
  length of Performance Periods. The determination of the Committee as to the
  foregoing adjustments, if any, shall be conclusive and binding on Participants
  under the Plan., provided that any such adjustments must comply with Section
409A of the Code with respect to any U.S. Participants.

Subject to the provisions of Article 15 and any applicable law
or regulatory requirement, without affecting the number of Shares reserved or
available hereunder, the Committee may authorize the issuance, assumption,
substitution or conversion of Awards under this Plan in connection with any such
corporate event or transaction, upon such terms and conditions as it may deem
appropriate. Additionally, the Committee may amend the Plan, or adopt supplements to the Plan, in such manner as it deems
appropriate to provide for such issuance, assumption, substitution or conversion
as provided in the previous sentence. 

9 




ARTICLE 5. ELIGIBILITY AND PARTICIPATION

5.1     Eligibility. Individuals eligible to participate in
the Plan include all Employees, Non-Employee Directors and Consultants. 

5.2     Actual Participation. Subject to the provisions of
the Plan, the Committee may, from time to time, in its sole discretion select
from among eligible Employees, Non-Employee Directors and Consultants, those to
whom Awards shall be granted under the Plan, and shall determine in its
discretion the nature, terms, conditions and amount of each Award.

ARTICLE 6. STOCK OPTIONS 

6.1     Grant of Options. Subject to the terms and
provisions of the Plan, Options may be granted to Participants in such number,
and upon such terms, and at any time and from time to time as shall be
determined by the Committee in its discretion. ISOs may be granted only to
Employees of the Company or a parent or subsidiary corporation of the Company
within the meaning of Section 424 of the Code, and no ISOs may be granted more
than ten (10) years after the Effective Date. Notwithstanding Section 4.1 of the
Plan, the maximum number of Shares issuable upon the exercise of ISOs is
4,200,000. 

6.2     Award Agreement. Each Option grant shall be
evidenced by an Award Agreement that shall specify the Option Price, the
duration of the Option, the number of Shares to which the Option pertains, the
conditions upon which an Option shall become vested and exercisable, and any
such other provisions as the Committee shall determine. The Award Agreement
shall also specify whether the Option is intended to be an ISO or a NQSO.

6.3     Option Price. The Option Price for each grant of an
Option under this Plan shall be determined by the Committee and shall be
specified in the Award Agreement. The Option Price for an Option shall be not
less than the FMV of the Shares on the date of grant; provided, however, that
the Option Price for an ISO granted to a Significant Stockholder shall be not
less than one hundred ten percent (110%) of the FMV of the Shares on the date of
grant. 

6.4     Duration of Options. Each Option granted to a
Participant shall expire at such time as the Committee shall determine at the
time of grant; provided, however, that no Option shall be exercisable later than
the tenth (10th) anniversary date of its grant, and provided further that no ISO
granted to a Significant Stockholder shall be exercisable after the expiration
of five (5) years from the date of grant. Notwithstanding the foregoing, the
expiry date of any NQSO shall be extended to the tenth business day following
the last day of a Blackout Period if the expiry date would otherwise occur in a
Blackout Period or within five days of the end of the Blackout Period. 

6.5     Exercise of Options. Options granted under this
Article 6 shall be exercisable at such times and on the occurrence of such
events, and be subject to such restrictions and conditions, as the Committee shall in each instance approve,
which need not be the same for each grant or for each Participant.

10 




6.6     Payment. Options granted under this Article 6 shall
be exercised by the delivery of a notice of exercise to the Company or an agent
designated by the Company in a form specified or accepted by the Committee, or
by complying with any alternative procedures which may be authorized by the
Committee, setting forth the number of Shares with respect to which the Option
is to be exercised, accompanied by full payment for the Shares.

The Option Price upon exercise of any Option shall be payable
  to the Company in full either: (a) in cash, certified cheque or wire transfer;
  or (b) by any other method approved or accepted by the Committee in its sole
  discretion subject to the rules of the TSX and NYSE, as applicable and such
rules and regulations as the Committee may establish.

Subject to Section 6.7 and any governing rules or regulations,
as soon as practicable after receipt of a notification of exercise and full
payment for the Shares, the Shares in respect of which the Option has been
exercised shall be issued as fully-paid and non-assessable shares of the
Company. As of the business day the Company receives such notice and such
payment, the Participant (or the person claiming through him, as the case may
be) shall be entitled to be entered on the share register of the Company as the
holder of the number of Shares in respect of which the Option was exercised and
to receive as promptly as possible thereafter a certificate or evidence of book
entry representing the said number of Shares. The Company shall cause to be
delivered to the Participant Share certificates or evidence of book entry Shares
in an appropriate amount based upon the number of Shares purchased under the
Option(s), but in any event, on or before the 15th day of the third
month of the year following the year in which the Option was exercised.

6.7     Restrictions on Share Transferability. The Committee
may impose such restrictions on any Shares acquired pursuant to the exercise of
an Option granted pursuant to this Plan as it may deem advisable, including,
without limitation, requiring the Participant to hold the Shares acquired
pursuant to exercise for a specified period of time, or restrictions under
applicable laws or under the requirements of any stock exchange or market upon
which such Shares are listed and/or traded.

6.8     Death, Retirement and Termination of Employment.

	 	(a) 	
      Death: If a Participant dies while an Employee, officer
      or director of or Consultant to the Company or an Affiliate:

	 	 	 	 
	 		(i) 	
      the executor or administrator of the Participant’s estate
      may exercise Options of the Participant equal to the number of Options
      that were exercisable at the Termination Date (as defined
below);

	 	 	 	 
	 		(ii) 	
      the right to exercise such Options terminates on the
      earlier of: (i) the date that is 12 months after the Termination Date; and
      (ii) the date on which the exercise period of the particular Option
      expires. Any Options held by the Participant that are not yet vested at
      the Termination Date immediately expire and are cancelled and forfeited to
      the Company on the Termination Date; and



11 





	 	(iii) 	
      such Participant’s eligibility to receive further grants
      of Options under the Plan ceases as of the Termination
  Date.




	 	(b) 	
      Retirement: If a Participant voluntarily retires
    then:




	 	(i) 	
      any Options held by the Participant that are exercisable
      at the Termination Date continue to be exercisable by the Participant
      until the earlier of: (i) the date that is six months after the
      Termination Date, provided that if an ISO is exercised after the date that
      is three months from the Termination Date, then such Option shall no
      longer be considered to be an ISO; and (ii) the date on which the exercise
      period of the particular Option expires. Any Options held by the
      Participant that are not yet vested at the Termination Date immediately
      expire and are cancelled and forfeited to the Company on the Termination
      Date,

	 	 	 
	 	(ii) 	
      the eligibility of a Participant to receive further
      grants under the Plan ceases as of the date that the Company or an
      Affiliate, as the case may be, provides the Participant with written
      notification that the Participant’s employment or term of office or
      engagement, is terminated, notwithstanding that such date may be prior to
      the Termination Date, and

	 	 	 
	 	(iii) 	
      notwithstanding (b)(i) and (ii) above, unless the
      Committee, in its sole discretion, otherwise determines, at any time and
      from time to time, Options are not affected by a change of employment
      arrangement within or among the Company or an Affiliate for so long as the
      Participant continues to be an employee of the Company or an
    Affiliate.




	 	(c) 	
      Termination of Employment: Where a Participant’s
      employment or term of office or engagement terminates (for any reason
      other than death or voluntary retirement (whether such termination occurs
      with or without any or adequate notice or reasonable notice, or with or
      without any or adequate compensation in lieu of such notice)),
  then:




	 	(i) 	
      any Options held by the Participant that are exercisable
      at the Termination Date continue to be exercisable by the Participant
      until the earlier of: (i) the date that is three months after the
      Termination Date; and (ii) the date on which the exercise period of the
      particular Option expires. Any Options held by the Participant that are
      not yet vested at the Termination Date immediately expire and are
      cancelled and forfeited to the Company on the Termination Date,

	 	 	 
	 	(ii) 	
      the eligibility of a Participant to receive further
      grants under the Plan ceases as of the date that the Company or an
      Affiliate, as the case may be, provides the Participant with written
      notification that the Participant’s employment or term of office or
      engagement, is terminated, notwithstanding that such date may be prior to
      the Termination Date, and



12 





	 	(iii) 	
      notwithstanding (c)(i) and (ii) above, unless the
      Committee, in its sole discretion, otherwise determines, at any time and
      from time to time, Options are not affected by a change of employment
      arrangement within or among the Company or an Affiliate for so long as the
      Participant continues to be an employee of the Company or an
    Affiliate.




	 	(d) 	
      For purposes of section 6.8, the term, “Termination Date”
      means, in the case of a Participant whose employment or term of office or
      engagement with the Company or an Affiliate
terminates:




	 	(i) 	
      by reason of the Participant’s death, the date of
      death;

	 	 	 
	 	(ii) 	
      for any reason whatsoever other than death, the date of
      the Participant’s last day actively at work for or actively engaged by the
      Company or the Affiliate, as the case may be; and for greater certainty
      “Termination Date” in any such case specifically does not mean the date on
      which any period of contractual notice or reasonable notice that the
      Company or the Affiliate, as the case may be, may be required at law to
      provide to a Participant would expire; and

	 	 	 
	 	(iii) 	
      the resignation of a director or the expiry of a
      director’s term on the Board without re-election (or nomination for
      election) shall be considered to be a termination of his or her term of
      office.



6.9     Nontransferability of Options.

(a)     Incentive Stock Options. No ISO granted under the
Plan may be sold, transferred, pledged, assigned or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution.
Further, all ISOs granted to a Participant under this Article 6 shall be
exercisable during such Participant’s lifetime only by such Participant. 

(b)     Nonqualified Stock Options. Except as otherwise
provided in a Participant’s Award Agreement at the time of grant or thereafter
by the Committee, a NQSO granted under this Article 6 may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution. Further, except as
otherwise provided in a Participant’s Award Agreement at the time of grant or
thereafter by the Committee, all NQSOs granted to a Participant under this
Article 6 shall be exercisable during such Participant’s lifetime only by such
Participant.

6.10     Notification of Disqualifying Disposition. The
Participant to whom an ISO is granted shall notify the Company upon the
disposition of Shares issued pursuant to the exercise of an ISO or Shares
received as a dividend on ISO stock. The Company shall use such information to
determine whether a disqualifying disposition as described in Section 421(b) of
the Code has occurred. 

6.11     $100,000 Annual ISO Limitation. To the extent that
the aggregate FMV of Shares (determined as of the time the ISOs with respect to
such Shares are granted) with respect to which ISOs are exercisable for the
first time by any Participant during any calendar year (under this Plan and all other plans of the Company and any
Affiliate) exceeds $100,000 (or such other amount as may be allowed under
Section 422 of the Code), such ISOs shall be treated as NQSOs. The foregoing
provisions shall be applied by taking ISOs into account in the order in which
they were granted. 

13 




ARTICLE 7. STOCK APPRECIATION RIGHTS 

7.1     Grant of SARs. Subject to the terms and conditions
of the Plan, SARs may be granted to Participants at any time and from time to
time and upon such terms as shall be determined by the Committee in its
discretion. The Committee may grant Freestanding SARs, Tandem SARs, or any
combination of these forms of SARs.

The SAR Grant Price for each grant of a Freestanding SAR shall
be determined by the Committee and shall be specified in the Award Agreement.
The SAR Grant Price may include a Grant Price based on one hundred percent
(100%) of the FMV of the Shares on the date of grant, a Grant Price that is set
at a premium to the FMV of the Shares on the date of grant, or is indexed to the
FMV of the Shares on the date of grant, with the index determined by the
Committee, in its discretion, provided that the Grant Price may never be less
than the FMV of the Shares on the date of Grant. The Grant Price of Tandem SARs
shall be equal to the Option Price of the related Option.

7.2     SAR Agreement. Each SAR Award shall be evidenced by
an Award Agreement that shall specify the Grant Price, the term of the SAR, and
any such other provisions as the Committee shall determine.

7.3     Term of SAR. The term of an SAR granted under the
Plan shall be determined by the Committee, in its sole discretion, and except as
determined otherwise by the Committee and specified in the SAR Award Agreement,
no SAR shall be exercisable later than the tenth (10th) anniversary date of its
grant.

7.4     Exercise of Freestanding SARs. Freestanding SARs may
be exercised upon whatever terms and conditions the Committee, in its sole
discretion, imposes.

7.5     Exercise of Tandem SARs. With respect to
Participants who are not subject to taxation under the ITA, Tandem SARs may be
exercised for all or part of the Shares subject to the related Option upon the
surrender of the right to exercise the equivalent portion of the related Option.
With respect to Participants subject to taxation under the ITA, prior to
exercising a Tandem SAR the Participant must elect to receive the Tandem SAR in
consideration for the disposition of that Participant’s right to receive shares
under the Option. A Tandem SAR may be exercised only with respect to the Shares
for which its related Option is then exercisable.

Notwithstanding any other provision of this Plan to the
contrary, with respect to a Tandem SAR granted in connection with an ISO: (a)
the Tandem SAR will expire no later than the expiration of the underlying ISO;
(b) the value of the payout with respect to the Tandem SAR may be for no more
than one hundred percent (100%) of the difference between the Option Price of
the underlying ISO and the FMV of the Shares subject to the underlying ISO at
the time the Tandem SAR is exercised; and (c) the Tandem SAR may be
exercised only when the FMV of the Shares subject to the ISO exceeds the Option
Price of the ISO.

14 




7.6     Payment of SAR Amount. Upon the exercise of an SAR,
a Participant shall be entitled to receive payment from the Company in an amount
representing the difference between the FMV of the underlying Shares on the date
of exercise over the Grant Price. At the discretion of the Committee, the
payment upon SAR exercise may be in cash, Shares of equivalent value (based on
the FMV on the date of exercise of the SAR, as defined in the Award Agreement or
otherwise defined by the Committee thereafter), in some combination thereof, or
in any other form approved by the Committee at its sole discretion. Payment
shall be made no earlier than the date of exercise nor later than 2-1/2 months
after the close of the year in which the SAR is exercised. The Committee’s
determination regarding the form of SAR payout shall be set forth or reserved
for later determination in the Award Agreement for the grant of the SAR. 

7.7     Termination of Employment. Each Award Agreement
  shall set forth the extent to which the Participant shall have the right to
  exercise the SAR following termination of the Participant’s employment or other
  relationship with the Company or Affiliates. Such provisions shall be determined
  in the sole discretion of the Committee, need not be uniform among all SARs
  issued pursuant to the Plan, and may reflect distinctions based on the reasons
for termination.

7.8     Nontransferability of SARs. Except as otherwise
provided in a Participant’s Award Agreement at the time of grant or thereafter
by the Committee, an SAR granted under the Plan may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated, other than by will or
by the laws of descent and distribution. Further, except as otherwise provided
in a Participant’s Award Agreement at the time of grant or thereafter by the
Committee, all SARs granted to a Participant under the Plan shall be exercisable
during such Participant’s lifetime only by such Participant. 

7.9     Other Restrictions. Without limiting the generality
of any other provision of this Plan, the Committee may impose such other
conditions and/or restrictions on any Shares received upon exercise of an SAR
granted pursuant to the Plan as it may deem advisable. This includes, but is not
limited to, requiring the Participant to hold the Shares received upon exercise
of an SAR for a specified period of time. 

ARTICLE 8. RESTRICTED STOCK AND RESTRICTED STOCK UNITS 

8.1     Grant of Restricted Stock or Restricted Stock Units.
Subject to the terms and conditions of the Plan, the Committee, at any time and
from time to time, may grant Shares of Restricted Stock and/or Restricted Stock
Units to Participants in such amounts and upon such terms as the Committee shall
determine.

8.2     Restricted Stock or Restricted Stock Unit Agreement.
Each Restricted Stock and/or Restricted Stock Unit grant shall be evidenced by
an Award Agreement that shall specify the Period(s) of Restriction, the number
of Shares of Restricted Stock or the number of Restricted Stock Units granted,
the settlement date for Restricted Stock Units, and any such other provisions as
the Committee shall determine, provided that unless otherwise determined by the
Committee or as set out in any Award Agreement, no Restricted
Stock Unit shall vest later than three years after the date of grant.

15 




8.3     Nontransferability of Restricted Stock and Restricted
Stock Units. Except as otherwise provided in this Plan or the Award
Agreement, the Shares of Restricted Stock and/or Restricted Stock Units granted
herein may not be sold, transferred, pledged, assigned or otherwise alienated or
hypothecated until the end of the applicable Period of Restriction specified in
the Award Agreement (and in the case of Restricted Stock Units until the date of
settlement through delivery or other payment), or upon earlier satisfaction of
any other conditions, as specified by the Committee in its sole discretion and
set forth in the Award Agreement at the time of grant or thereafter by the
Committee. All rights with respect to the Restricted Stock and/or Restricted
Stock Units granted to a Participant under the Plan shall be available during
such Participant’s lifetime only to such Participant, except as otherwise
provided in the Award Agreement at the time of grant or thereafter by the
Committee.

8.4     Other Restrictions. The Committee shall impose, in
  the Award Agreement at the time of grant or anytime thereafter, such other
  conditions and/or restrictions on any Shares of Restricted Stock or Restricted
  Stock Units granted pursuant to this Plan as it may deem advisable, including,
  without limitation, a requirement that Participants pay a stipulated purchase
  price for each Share of Restricted Stock or each Restricted Stock Unit,
  restrictions based upon the achievement of specific performance criteria,
  time-based restrictions on vesting following the attainment of the performance
  criteria, time-based restrictions, restrictions under applicable laws or under
  the requirements of any stock exchange or market upon which such Shares are
  listed or traded, or holding requirements or sale restrictions placed on the
  Shares by the Company upon vesting of such Restricted Stock or Restricted Stock
Units.

To the extent deemed appropriate by the Committee, subject to
Section 19.5, the Company may retain the certificates representing Shares of
Restricted Stock, or Shares delivered in settlement of Restricted Stock Units,
in the Company’s possession until such time as all conditions and/or
restrictions applicable to such Shares have been satisfied or lapse, but in no
event will delivery of such Shares be made later than the earlier of (i) 2-1/2
months after the close of the year in which such conditions or restrictions were
satisfied or lapsed and (ii) December 31 of the third year following the year of
the grant date.

Except as otherwise provided in this Article 8, Shares of
Restricted Stock covered by each Restricted Stock Award shall become freely
transferable by the Participant after all conditions and restrictions applicable
to such Shares have been satisfied or lapse, and Restricted Stock Units shall be
settled through payment in cash, Shares, or a combination of cash and Shares as
the Committee, in its sole discretion, shall determine.

8.5     Certificate Legend. In addition to any legends
placed on certificates pursuant to Section 8.4 herein, each certificate
representing Shares of Restricted Stock granted pursuant to the Plan may bear a
legend such as the following: 

The sale or other transfer of the shares of stock represented
by this certificate, whether voluntary, involuntary or by operation of law, is
subject to certain restrictions on transfer as set forth in the 2015 Omnibus
Equity Incentive Compensation Plan and in the associated Award Agreement. A copy of the Plan and such Award
Agreement may be obtained from Energy Fuels Inc. 

16 




8.6     Voting Rights. To the extent required by law,
Participants holding Shares of Restricted Stock granted hereunder shall have the
right to exercise full voting rights with respect to those Shares during the
Period of Restriction. A Participant shall have no voting rights with respect to
any Restricted Stock Units granted hereunder.

8.7     Dividends and Other Distributions. During the Period
  of Restriction, Participants holding Shares of Restricted Stock or Restricted
  Stock Units granted hereunder may, if the Committee so determines, be credited
  with dividends paid with respect to the underlying Shares or Dividend
  Equivalents while they are so held in a manner determined by the Committee in
  its sole discretion. Dividend Equivalents shall not apply to an Award unless
  specifically provided for in the Award Agreement. The Committee may apply any
  restrictions to the dividends or Dividend Equivalents that the Committee deems
  appropriate. The Committee, in its sole discretion, may determine the form of
  payment of dividends or Dividend Equivalents, including cash, Shares, Restricted
Stock or Restricted Stock Units. 

8.8     Death and other Termination of Employment.

	 	(a) 	
      Death: If a Participant dies while an Employee, officer
      or director of or Consultant to the Company or an
  Affiliate:




	 	(i) 	
      any Restricted Stock Units held by the Participant that
      have vested as at the Termination Date (as defined below), shall be paid
      to the Recipient’s estate. Any Restricted Stock Units that have not vested
      as at the Termination Date will be immediately cancelled and forfeited to
      the Company on the Termination Date; and

	 	 	 
	 	(ii) 	
      such Participant’s eligibility to receive further grants
      of Restricted Stock Units under the Plan ceases as of the Termination
      Date.




	 	(b) 	
      Termination other than Death: Where a Participant’s
      employment or term of office or engagement terminates for any reason other
      than death (whether such termination occurs with or without any or
      adequate notice or reasonable notice, or with or without any or adequate
      compensation in lieu of such notice), then:




	 	(i) 	
      any Restricted Stock Units held by the Participant that
      have vested before the Termination Date shall be paid to the Recipient.
      Any Restricted Stock Units held by the Participant that are not yet vested
      at the Termination Date will be immediately cancelled and forfeited to the
      Company on the Termination Date;

	 	 	 
	 	(ii) 	
      the eligibility of a Participant to receive further
      grants under the Plan ceases as of the date that the Company or an
      Affiliate, as the case may be, provides the Participant with written
      notification that the Participant’s employment or term of office or
      engagement, is terminated, notwithstanding that such date may be prior to
      the Termination Date; and



17 





	 	(iii) 	
      notwithstanding (b)(i) and (ii) above, unless the
      Committee, in its sole discretion, otherwise determines, at any time and
      from time to time, Restricted Stock Units are not affected by a change of
      employment arrangement within or among the Company or an Affiliate for so
      long as the Participant continues to be an employee of the Company or an
      Affiliate.




	 	(c) 	
      For purposes of section 8.8, the term, “Termination Date”
      means, in the case of a Participant whose employment or term of office or
      engagement with the Company or an Affiliate
terminates:




	 	(i) 	
      by reason of the Participant’s death, the date of
      death;

	 	 	 
	 	(ii) 	
      for any reason whatsoever other than death, the date of
      the Participant’s last day actively at work for or actively engaged by the
      Company or the Affiliate, as the case may be; and for greater certainty
      “Termination Date” in any such case specifically does not mean the date on
      which any period of contractual notice or reasonable notice that the
      Company or the Affiliate, as the case may be, may be required at law to
      provide to a Participant would expire; and

	 	 	 
	 	(iii) 	
      the resignation of a director or the expiry of a
      director’s term on the Board without re-election (or nomination for
      election) shall be considered to be a termination of his or her term of
      office.



8.9     Payment in Settlement of Restricted Stock Units.
When and if Restricted Stock Units become payable, a Participant having received
the grant of such units shall be entitled to receive payment from the Company in
settlement of such units in cash, Shares of equivalent value (based on the FMV,
as defined in the Award Agreement at the time of grant or thereafter by the
Committee), in some combination thereof, or in any other form determined by the
Committee at its sole discretion. The Committee’s determination regarding the
form of payout shall be set forth or reserved for later determination in the
Award Agreement for the grant of the Restricted Stock Unit. 

ARTICLE 9. DEFERRED SHARES UNITS 

9.1     Grant of Deferred Share Units. Subject to the terms
and conditions of the Plan, the Committee, at any time and from time to time,
may grant Deferred Share Units to Participants in such amounts and upon such
terms as the Committee shall determine.

9.2     Deferred Share Unit Agreement. Each Deferred Share
Unit grant shall be evidenced by an Award Agreement that shall specify the
number of Deferred Share Units granted, the settlement date for Deferred Share
Units, and any other provisions as the Committee shall determine, including, but
not limited to a requirement that Participants pay a stipulated purchase price
for each Deferred Share Unit, restrictions based upon the achievement of
specific performance criteria, time-based restrictions, restrictions under
applicable laws or under the requirements of any stock exchange or market upon
which the Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares
by the Company upon vesting of such Deferred Share Units.

18 




9.3     Nontransferability of Restricted Stock and Restricted
Stock Units. Except as otherwise provided in this Plan or the Award
Agreement, the Deferred Share Units granted herein may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated. All rights with
respect to the Deferred Share Units granted to a Participant under the Plan
shall be available during such Participant’s lifetime only to such Participant,
except as otherwise provided in the Award Agreement at the time of grant or
thereafter by the Committee.

9.4     Termination of Employment. Each Award Agreement
  shall set forth the extent to which the Participant shall have the right to
  retain Deferred Share Units following termination of the Participant’s
  employment or other relationship with the Company or Affiliates. Such provisions
  shall be determined in the sole discretion of the Committee, need not be uniform
  among all Deferred Share Units issued pursuant to the Plan, and may reflect
distinctions based on the reasons for termination.

ARTICLE 10. PERFORMANCE SHARES AND PERFORMANCE UNITS 

10.1     Grant of Performance Shares and Performance Units.
Subject to the terms and conditions of the Plan, the Committee, at any time and
from time to time, may grant Performance Shares and/or Performance Units to
Participants in such amounts and upon such terms as the Committee shall
determine.

10.2     Value of Performance Shares and Performance Units.
Each Performance Share and Performance Unit shall have an initial value equal to
the FMV of a Share on the date of grant. The Committee shall set performance
criteria for a Performance Period in its discretion, which, depending on the
extent to which they are met, will determine, in the manner determined by the
Committee and set forth in the Award Agreement, the value and/or number of each
Performance Share or Performance Unit that will be paid to the Participant.

10.3     Earning of Performance Shares and Performance
Units. Subject to the terms of this Plan and the applicable Award Agreement,
after the applicable Performance Period has ended, the holder of Performance
Shares/Performance Units shall be entitled to receive payout on the value and
number of Performance Shares/Performance Units, determined as a function of the
extent to which the corresponding performance criteria have been achieved.
Notwithstanding the foregoing, the Company shall have the ability to require the
Participant to hold any Shares received pursuant to such Award for a specified
period of time.

10.4     Form and Timing of Payment of Performance Shares and
Performance Units. Payment of earned Performance Shares/Performance Units
shall be as determined by the Committee and as set forth in the Award Agreement.
Subject to the terms of the Plan, the Committee, in its sole discretion, may pay
earned Performance Shares/Performance Units in the form of cash or in Shares (or
in a combination thereof) equal to the value of the earned Performance
Shares/Performance Units at the end of the applicable Performance Period. Any
Shares may be granted subject to any restrictions deemed appropriate by the
Committee. The determination of the Committee with respect to the form of
payout of such Awards shall be set forth in the Award Agreement for the grant of
the Award or reserved for later determination.

19 




10.5     Dividends and Other Distributions. The Committee
shall determine whether Participants holding Performance Shares will receive
Dividend Equivalents with respect to dividends declared with respect to the
Shares. Dividends or Dividend Equivalents may be subject to accrual, forfeiture
or payout restrictions as determined by the Committee in its sole
discretion.

10.6     Termination of Employment. Each Award Agreement
  shall set forth the extent to which the Participant shall have the right to
  retain Performance Shares/Performance Units following termination of the
  Participant’s employment or other relationship with the Company or an Affiliate.
  Such provisions shall be determined in the sole discretion of the Committee,
  need not be uniform among all Awards of Performance Shares/Performance Units
  issued pursuant to the Plan, and may reflect distinctions based on the reasons
for termination.

10.7     Nontransferability of Performance Shares and
Performance Units. Except as otherwise provided in a Participant’s Award
Agreement at the time of grant or thereafter by the Committee, Performance
Shares/Performance Units may not be sold, transferred, pledged, assigned or
otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution. Further, except as otherwise provided in a
Participant’s Award Agreement or otherwise by the Committee at any time, a
Participant’s rights under the Plan shall inure during such Participant’s
lifetime only to such Participant. 

ARTICLE 11. FULL VALUE STOCK-BASED AWARDS 

11.1     Stock-Based Awards. The Committee may grant other
types of equity-based or equity-related Awards not otherwise described by the
terms of this Plan (including the grant or offer for sale of unrestricted
Shares) in such amounts and subject to such terms and conditions, including, but
not limited to, being subject to performance criteria, or in satisfaction of
such obligations, as the Committee shall determine. Such Awards may involve the
transfer of actual Shares to Participants, or payment in cash or otherwise of
amounts based on the value of Shares. 

11.2     Termination of Employment. Each Award Agreement
shall set forth the extent to which the Participant shall have the right to
receive Stock-Based Awards following termination of the Participant’s employment
or other relationship with the Company or Affiliates. Such provisions shall be
determined in the sole discretion of the Committee, need not be uniform among
all Stock-Based Awards issued pursuant to the Plan, and may reflect distinctions
based on the reasons for termination.

11.3     Nontransferability of Stock-Based Awards. Except as
otherwise provided in a Participant’s Award Agreement at the time of grant or
thereafter by the Committee, Stock-Based Awards may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated, other than by will or
by the laws of descent and distribution. Further, except as otherwise provided
in a Participant’s Award Agreement at the time of grant or thereafter by the
Committee, a Participant’s rights under the Plan shall be exercisable during
such Participant’s lifetime only by such Participant. 

20 




ARTICLE 12. PERFORMANCE MEASURES 

Notwithstanding any other terms of this Plan, the vesting,
payability or value (as determined by the Committee) of each Award other than an
Option or SAR that, at the time of grant, the Committee intends to be
Performance-Based Compensation to a Covered Employee, shall be determined by the
attainment of one or more Performance Goals as determined by the Committee in
conformity with Section 162(m) of the Code, if such provision is applicable to
the Company. The Committee shall specify in writing, by resolution or otherwise,
the Participants eligible to receive such an Award (which may be expressed in
terms of a class of individuals) and the Performance Goal(s) applicable to such
Awards within ninety (90) days after the commencement of the period to which the
Performance Goal(s) relate(s), or such earlier time as required to comply with
Section 162(m) of the Code. No such Award shall be payable unless the Committee
certifies in writing, by resolution or otherwise, that the Performance Goal(s)
applicable to the Award were satisfied. In no case may the Committee increase
the value of an Award of Performance-Based Compensation above the maximum value
determined under the performance formula by the attainment of the applicable
Performance Goal(s), but the Committee may retain the discretion to reduce the
value below such maximum.

Unless and until the Committee proposes for shareholder vote
and the shareholders approve a change in the general Performance Measures set
forth in this Article 12, the Performance Goal(s) upon which the payment or
vesting of an Award to a Covered Employee that is intended to qualify as
Performance-Based Compensation shall be limited to the following Performance
Measures: 

(a)     Net earnings or net income (before or after taxes); 

(b)     Earnings per share; 

(c)     Net sales growth; 

(d)     Revenue growth; 

(e)     Net operating profit; 

(f)     Operating earnings; 

(g)     Operating earnings per share; 

(h      Return measures (including, but not limited to, return on
assets, capital, equity or sales); 

(i)     Cash flow (including, but not limited to, operating cash
flow, free cash flow and cash flow return on capital); 

(j)     Earnings before or after taxes, interest, depreciation
and/or amortization, and including/excluding capital gains and losses; 

(k)     Gross or operating margins; 

21 




(l)     Productivity ratios; 

(m)     Share price (including, but not limited to, growth measures
and total stockholder return); 

(n)     Operating and/or non-operating expense levels or
reductions; 

(o)     Operating efficiency; 

(p)     Employee satisfaction; 

(q)     Working capital levels or targets; 

(r)     Permitting or project development milestones; 

(s)     Market capitalization; 

(t)     Increases in long term sales contracts; 

(u)     Increases in resources, reserves or production; and 

(v)     Environmental, health and safety goals or performance of
the Company or any subsidiary or division thereof. 

Any Performance Measure(s) may be used to measure the
performance of the Company as a whole and/or any Affiliate, business unit or
regional operation of the Company or any combination thereof, as the Committee
may deem appropriate, and any of the above Performance Measures may be used in
comparison to the performance of a group of peer companies, or a published or
special index that the Committee, in its sole discretion, deems appropriate. The
Committee shall also have the authority to provide in Award Agreements for
accelerated vesting of an Award based on the achievement of Performance
Goal(s).

The Committee may provide in any Award Agreement that any
evaluation of attainment of a Performance Goal may include or exclude any of the
following events that occurs during the relevant period: (a) asset write-downs;
(b) litigation or claim judgments or settlements; (c) the effect of changes in
tax laws, accounting principles, or other laws or provisions affecting reported
results; (d) any reorganization or restructuring transactions; (e) extraordinary
nonrecurring items as described in management’s discussion and analysis of
financial condition and results of operations appearing in the Company’s annual
financial statements for the applicable year; and (f) significant acquisitions
or divestitures. To the extent such inclusions or exclusions affect Awards to
Covered Employees, they shall be prescribed in a form that meets the
requirements of Section 162(m) of the Code for deductibility.

In the event that applicable tax and/or securities laws change
to permit discretion by the Committee to alter the governing Performance
Measures without obtaining shareholder approval of such changes, the Committee
shall have sole discretion to make such changes without obtaining stockholder
approval. In addition, in the event that the Committee determines that it is
advisable to grant Awards to Covered Employees or Awards to Employees who are
subject to taxation under the ITA that shall not qualify as
Performance-Based Compensation, the Committee may make such grants without
satisfying the requirements of Section 162(m) of the Code. 

22 




ARTICLE 13. BENEFICIARY DESIGNATION 

A Participant’s “beneficiary” is the person or persons entitled
to receive payments or other benefits or exercise rights that are available
under the Plan in the event of the Participant’s death. A Participant may
designate a beneficiary or change a previous beneficiary designation at such
times as prescribed by the Committee and by using such forms and following such
procedures approved or accepted by the Committee for that purpose. If no
beneficiary designated by the Participant is eligible to receive payments or
other benefits or exercise rights that are available under the Plan at the
Participant’s death, the beneficiary shall be the Participant’s estate.

Notwithstanding the provisions above, the Committee may, in its
discretion, after notifying the affected Participants, modify the foregoing
requirements, institute additional requirements for beneficiary designations, or
suspend the existing beneficiary designations of living Participants or the
process of determining beneficiaries under this Article 13, or both, in favor of
another method of determining beneficiaries. 

ARTICLE 14. DEFERRALS 

The Committee may permit or require a Participant to defer such
Participant’s receipt of any Award, or payment in settlement or exercise of any
Award, provided that any such deferral must comply with the applicable
requirements of Section 409A of the Code and the Treasury regulations thereunder
so that such deferral does not cause the Participant to be subject to taxes and
interest pursuant to Section 409A of the Code. 

ARTICLE 15. RIGHTS OF PERSONS ELIGIBLE TO PARTICIPATE 

15.1     Employment. Nothing in the Plan or an Award
Agreement shall interfere with or limit in any way the right of the Company or
an Affiliate to terminate any Participant’s employment, consulting or other
service relationship with the Company or an Affiliate at any time, nor confer
upon any Participant any right to continue in the capacity in which he or she is
employed or otherwise serves the Company or an Affiliate.

Neither an Award nor any benefits arising under this Plan shall
constitute part of an employment or service contract with the Company or an
Affiliate, and, accordingly, subject to the terms of this Plan, this Plan may be
terminated or modified at any time in the sole and exclusive discretion of the
Committee or the Board without giving rise to liability on the part of the
Company or an Affiliate for severance payments or otherwise, except as provided
in this Plan.

For purposes of the Plan, unless otherwise provided by the
Committee, a transfer of employment of a Participant between the Company and an
Affiliate or among Affiliates, shall not be deemed a termination of employment.
The Committee may provide in a Participant’s Award Agreement or otherwise the conditions under which a
transfer of employment to an entity that is spun off from the Company or an
Affiliate shall not be deemed a termination of employment for purposes of an
Award.

23 




15.2     Participation. No Employee or other Person eligible
to participate in the Plan shall have the right to be selected to receive an
Award. No person selected to receive an Award shall have the right to be
selected to receive a future Award, or, if selected to receive a future Award,
the right to receive such future Award on terms and conditions identical or in
proportion in any way to any prior Award.

15.3     Rights as a Shareholder. A Participant shall have
  none of the rights of a shareholder with respect to Shares covered by any Award
until the Participant becomes the record holder of such Shares. 

ARTICLE 16. CHANGE OF CONTROL 

16.1     Accelerated Vesting and Payment. Subject to the
provisions of Section 16.2 or as otherwise provided in the Award Agreement, in
the event of a Change of Control, unless otherwise specifically prohibited under
law or by the rules and regulations of a national securities exchange or market
on which Shares are listed or traded: 

(a)     Any and all Options and SARs granted hereunder shall be
accelerated to become immediately exercisable in full; 

(b)     Any Period of Restriction and other restrictions imposed on
Restricted Stock or Restricted Stock Units shall lapse, and Restricted Stock
Units shall be immediately settled and payable; 

(c)     The target payout opportunities attainable under all
outstanding Awards of performance-based Restricted Stock, performance-based
Restricted Stock Units, Performance Units and Performance Shares (including, but
not limited to, Awards intended to be Performance-Based Compensation) shall be
deemed to have been fully earned based on targeted performance being attained as
of the effective date of the Change of Control, and: 

(i)     The vesting of all Awards denominated in Shares shall be
accelerated as of the effective date of the Change of Control, (or such other
time prior to the time of the Change of Control, if the Committee in its
reasonable discretion determines is appropriate) and shall be paid out to
Participants within thirty (30) days following the effective date of the Change
of Control; and 

(ii)     Awards denominated in cash shall be paid to Participants
in cash within thirty (30) days following the effective date of the Change of
Control; 

(d)     Upon a Change of Control, unless otherwise specifically
provided in a written agreement entered into between the Participant and the
Company or an Affiliate, the Committee shall immediately cause all other
Stock-Based Awards to vest and be paid out as determined by the Committee; and


24 




(e)     The Committee shall have the discretion to unilaterally
determine that all outstanding Awards shall be cancelled upon a Change of
Control, and that the value of such Awards, as determined by the Committee in
accordance with the terms of the Plan and the Award Agreements, shall be paid
out in cash in an amount based on the Change of Control Price within a
reasonable time subsequent to the Change of Control; provided, however, that no
such payment shall be made on account of an ISO using a value higher than the
FMV of the underlying Shares on the date of settlement.

16.2     Alternative Awards. Notwithstanding Section 16.1,
no cancellation, acceleration of vesting, lapsing of restrictions, payment of an
Award, cash settlement or other payment shall occur with respect to any Award if
the Committee reasonably determines in good faith prior to the occurrence of a
Change of Control that such Award shall be honored or assumed, or new rights
substituted therefor (with such honored, assumed or substituted Award
hereinafter referred to as an “Alternative Award”) by any successor to the
Company or an Affiliate as described in Article 18; provided, however, that any
such Alternative Award must: 

(a)     Be based on stock which is traded on the TSX and/or an
established U.S. securities market; 

(b)     Provide such Participant with rights and entitlements
substantially equivalent to or better than the rights, terms and conditions
applicable under such Award, including, but not limited to, an identical or
better exercise or vesting schedule and identical or better timing and methods
of payment; 

(c)     recognize, for the purpose of vesting provisions, the time
that the Award has been held prior to the Change of Control; 

(d)     Have substantially equivalent economic value to such Award
(determined prior to the time of the Change of Control); and 

(e)     Have terms and conditions which provide that in the event
that the Participant’s employment with the Company, an Affiliate or any
successor as described in Article 19 is involuntarily terminated or
Constructively Terminated at any time within at least twelve months following a
Change of Control, any conditions on a Participant’s rights under, or any
restrictions on transfer or exercisability applicable to, each such Alternative
Award shall be waived or shall lapse, as the case may be. 

16.3     Compliance with Section 280G of the Code. In the
event that any accelerated Award vesting or payment received or to be received
by a Participant pursuant to Section 16.1 herein (the “Benefit”) would (i)
constitute a “parachute payment” within the meaning of and subject to Section
280G of the Code and (ii) but for this Section 16.3, be subject to the excise
tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Benefit
shall be reduced to the extent necessary so that no portion of the Benefit will
be subject to the Excise Tax, as determined in good faith by the Committee;
provided, however, that if, in the absence of any such reduction (or after such
reduction), the Participant believes that the Benefit or any portion thereof (as
reduced, if applicable) would be subject to the Excise Tax, the Benefit shall be
reduced (or further reduced) to the extent determined by the Participant in his
or her discretion so that the Excise Tax would not apply. If, notwithstanding any
such reduction (or in the absence of such reduction), the Internal Revenue
Service (“IRS”) determines that the Participant is liable for the Excise Tax as
a result of the Benefit, then the Participant shall be obligated to return to
the Company, within thirty days of such determination by the IRS, a portion of
the Benefit sufficient such that none of the Benefit retained by the Participant
constitutes a “parachute payment” within the meaning of Section 280G of the Code
that is subject to the Excise Tax. 

25 




ARTICLE 17. AMENDMENT, MODIFICATION, SUSPENSION AND TERMINATION


17.1     Amendment, Modification, Suspension and
Termination.

(a)     Except as set out in clauses (b) and (c) below, and as
otherwise provided by law, or stock exchange rules, the Committee or Board may,
at any time and from time to time, alter, amend, modify, suspend or terminate
the Plan or any Award in whole or in part without notice to, or approval from,
shareholders, including, but not limited to for the purposes of: 

	 	i. 	
      making any acceleration of or other amendments to the
      general vesting provisions of any Award;

	 	 	 
	 	ii. 	
      waiving any termination of, extending the expiry date of,
      or making any other amendments to the general term of any Award or
      exercise period thereunder provided that no Award held by an Insider may
      be extended beyond its original expiry date;

	 	 	 
	 	iii. 	
      making any amendments to add covenants or obligations of
      the Company for the protection of Participants;

	 	 	 
	 	iv. 	
      making any amendments not inconsistent with the Plan as
      may be necessary or desirable with respect to matters or questions which,
      in the good faith opinion of the Board, it may be expedient to make,
      including amendments that are desirable as a result of changes in law or
      as a “housekeeping” matter; or

	 	 	 
	 	v. 	
      making such changes or corrections which are required for
      the purpose of curing or correcting any ambiguity or defect or
      inconsistent provision or clerical omission or mistake or manifest
      error.



(b)     Other than as expressly provided in an Award Agreement or
as set out herein with respect to a Change of Control, the Committee shall not
alter or impair any rights or increase any obligations with respect to an Award
previously granted under the Plan without the consent of the Participant. 

(c)     The following amendments to the Plan shall require the
prior approval of the Company’s shareholders: 

	 	i. 	
      A reduction in the Option Price of a previously granted
      Option or the Grant Price of a previously granted SAR benefitting an
      Insider of the Company or one of its Affiliates except for adjustments to
      the Option Price or Grant Price applicable to outstanding Awards pursuant
to Section 4.2 hereof. 



26 





	 	ii. 	
      Any amendment or modification which would increase the
      total number of Shares available for issuance under the Plan or the total
      number of Shares available for ISOs under the Plan.

	 	 	 
	 	iii. 	
      An increase to the limit on the number of Shares issued
      or issuable under the Plan to Insiders of the Company;

	 	 	 
	 	iv. 	
      An extension of the expiry date of an Option or SAR,
      other than as otherwise permitted hereunder in relation to a Blackout
      Period; or

	 	 	 
	 	v. 	
      Any amendment to the amendment provisions of the Plan
      under this Article 17.1.



17.2     Adjustment of Awards Upon the Occurrence of Unusual or
Nonrecurring Events. The Committee may make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events in addition to the events described in Section 4.2 hereof
affecting the Company or the financial statements of the Company or of changes
in applicable laws, regulations or accounting principles, whenever the Committee
determines that such adjustments are appropriate in order to prevent unintended
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan. The determination of the Committee as to the
foregoing adjustments, if any, shall be conclusive and binding on Participants
under the Plan. To the extent such adjustment affects Awards to Covered
Employees intended to be Performance-Based Compensation, they shall be
prescribed in a form that meets the requirements of Section 162(m) of the Code
for deductibility. 

17.3     Awards Previously Granted. Notwithstanding any
other provision of the Plan to the contrary, no termination, amendment,
suspension or modification of the Plan shall adversely affect in any material
way any Award previously granted under the Plan, without the written consent of
the Participant holding such Award. 

ARTICLE 18. WITHHOLDING 

The Company or any Affiliate shall have the power and the right
to deduct or withhold, or require a Participant to remit to the Company or any
Affiliate, an amount sufficient to satisfy federal, state and local taxes or
provincial, domestic or foreign (including the Participant’s FICA obligation),
required by law or regulation to be withheld with respect to any taxable event
arising or as a result of this Plan or any Award hereunder. The Committee may
provide for Participants to satisfy withholding requirements by having the
Company withhold and sell Shares or the Participant making such other
arrangements, including the sale of Shares, in either case on such conditions as
the Committee specifies. 

Participant acknowledges and agrees that the ultimate liability
for all taxes legally payable by Participant is and remains Participant’s
responsibility and may exceed the amount actually withheld by the Company.
Participant further acknowledges that the Company (a) makes no representations
or undertakings regarding the treatment of any taxes in in connection with any aspect of this Plan; and (b) does not commit to and is
under no obligation to structure the terms of this Plan to reduce or eliminate
Participant’s liability for taxes or achieve any particular tax result. Further,
if Participant has become subject to tax in more than one jurisdiction,
Participant acknowledges that the Company may be required to withhold or account
for taxes in more than one jurisdiction. 

27 




ARTICLE 19. SUCCESSORS 

Any obligations of the Company or an Affiliate under the Plan
with respect to Awards granted hereunder shall be binding on any successor to
the Company or Affiliate, respectively, whether the existence of such successor
is the result of a direct or indirect purchase, merger, consolidation or
otherwise, of all or substantially all of the businesses and/or assets of the
Company or Affiliate, as applicable. 

ARTICLE 20. GENERAL PROVISIONS 

20.1     Forfeiture Events. Without limiting in any way the
generality of the Committee’s power to specify any terms and conditions of an
Award consistent with law, and for greater clarity, the Committee may specify in
an Award Agreement that the Participant’s rights, payments and benefits with
respect to an Award shall be subject to reduction, cancellation, forfeiture or
recoupment upon the occurrence of certain specified events, in addition to any
otherwise applicable vesting or performance conditions of an Award. Such events
may include, but shall not be limited to, failure to accept the terms of the
Award Agreement, termination of employment under certain or all circumstances,
violation of material Company and Affiliate policies, breach of noncompetition,
confidentiality, nonsolicitation, noninterference, corporate property protection
or other agreements that may apply to the Participant, or other conduct by the
Participant that is detrimental to the business or reputation of the Company and
Affiliates.

Except as expressly otherwise provided in this Plan or an Award
Agreement, the termination and the expiry of the period within which an Award
will vest and may be exercised by a Participant shall be based upon the last day
of actual service by the Participant to the Company and specifically does not
include any period of notice that the Company may be required to provide to the
Participant under applicable employment law. 

20.2     Legend. The certificates for Shares may include any
legend that the Committee deems appropriate to reflect any restrictions on
transfer of such Shares. 

20.3     Delivery of Title. The Company shall have no
obligation to issue or deliver evidence of title for Shares issued under the
Plan prior to: 

(a)     Obtaining any approvals from governmental agencies that the
Company determines are necessary or advisable; and 

(b)     Completion of any registration or other qualification of
the Shares under any applicable law or ruling of any governmental body that the
Company determines to be necessary or advisable.

28 




20.4     Investment Representations. The Committee may
require each Participant receiving Shares pursuant to an Award under this Plan
to represent and warrant in writing that the Participant is acquiring the Shares
for investment and without any present intention to sell or distribute such
Shares.

20.5     Uncertificated Shares. To the extent that the Plan
provides for issuance of certificates to reflect the transfer of Shares, the
transfer of such Shares may be effected on a noncertificated basis to the extent
not prohibited by applicable law or the rules of any applicable stock
exchange.

20.6     Unfunded Plan. Participants shall have no right,
title or interest whatsoever in or to any investments that the Company or an
Affiliate may make to aid it in meeting its obligations under the Plan. Nothing
contained in the Plan, and no action taken pursuant to its provisions, shall
create or be construed to create a trust of any kind, or a fiduciary
relationship between the Company or an Affiliate and any Participant,
beneficiary, legal representative or any other person. Awards shall be general
unsecured obligations of the Company, except that if an Affiliate executes an
Award Agreement instead of the Company the Award shall be a general unsecured
obligation of the Affiliate and not any obligation of the Company. To the extent
that any individual acquires a right to receive payments from the Company or an
Affiliate, such right shall be no greater than the right of an unsecured general
creditor of the Company or Affiliate, as applicable. All payments to be made
hereunder shall be paid from the general funds of the Company or Affiliate, as
applicable, and no special or separate fund shall be established and no
segregation of assets shall be made to assure payment of such amounts except as
expressly set forth in the Plan. The Plan is not intended to be subject to
ERISA. 

20.7     No Fractional Shares. No fractional Shares shall be
issued or delivered pursuant to the Plan or any Award Agreement. In such an
instance, unless the Committee determines otherwise, fractional Shares and any
rights thereto shall be forfeited or otherwise eliminated.

20.8     Other Compensation and Benefit Plans. Nothing in
this Plan shall be construed to limit the right of the Company or an Affiliate
to establish other compensation or benefit plans, programs, policies or
arrangements. Except as may be otherwise specifically stated in any other
benefit plan, policy, program or arrangement, no Award shall be treated as
compensation for purposes of calculating a Participant’s rights under any such
other plan, policy, program or arrangement. 

20.9     No Constraint on Corporate Action. Nothing in this
Plan shall be construed (i) to limit, impair or otherwise affect the Company’s
or an Affiliate’s right or power to make adjustments, reclassifications,
reorganizations or changes in its capital or business structure, or to merge or
consolidate, or dissolve, liquidate, sell or transfer all or any part of its
business or assets, or (ii) to limit the right or power of the Company or an
Affiliate to take any action which such entity deems to be necessary or
appropriate.

20.10     Compliance with United States Securities Laws. All
Awards and the issuance of Shares underlying such Awards issued pursuant to the
Plan will be issued pursuant to the registration requirements of the United
States Securities Act of 1933, as amended, or an exemption from such
registration requirements.

29 




ARTICLE 21. LEGAL CONSTRUCTION 

21.1     Gender and Number. Except where otherwise indicated
by the context, any masculine term used herein also shall include the feminine,
the plural shall include the singular, and the singular shall include the
plural.

21.2     Severability. In the event any provision of this
Plan shall be held illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining parts of the Plan, and the Plan shall
be construed and enforced as if the illegal or invalid provision had not been
included.

21.3     Requirements of Law. The granting of Awards and the
issuance of Shares under the Plan shall be subject to all applicable laws, rules
and regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required. The Company or an Affiliate shall
receive the consideration required by law for the issuance of Awards under the
Plan.

The inability of the Company or an Affiliate to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company or an Affiliate to be necessary for the lawful issuance
and sale of any Shares hereunder, shall relieve the Company or Affiliate of any
liability in respect of the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.

21.4     Governing Law. The Plan and each Award Agreement
shall be governed by the laws of the Province of Ontario excluding any conflicts
or choice of law rule or principle that might otherwise refer construction or
interpretation of the Plan to the substantive law of another jurisdiction. 

21.5     Compliance with Section 409A of the Code.

(a)     To the extent applicable, it is intended that this Plan and
any Awards made hereunder shall not provide for the payment of “deferred
compensation” within the meaning of Section 409A of the Code or shall be
structured in a manner and have such terms and conditions that would not cause a
Participant to be subject to taxes and interest pursuant to Section 409A of the
Code. This Plan and any Awards made hereunder shall be administrated and
interpreted in a manner consistent with this intent, and any provision that
would cause this Plan or any Award made hereunder to become subject to taxation
under Section 409A of the Code shall have no force and effect until amended to
comply with Section 409A of the Code (which amendment may be retroactive to the
extent permitted by Section 409A of the Code and may be made by the Company
without the consent of Participants). 

(b)     Notwithstanding anything in this Plan or in any Award
Agreement to the contrary, but subject to Article 20.5(2) to the extent that any
amount or benefit that would constitute “deferred compensation” for purposes of
Section 409A of the Code would otherwise be payable or distributable under this
Plan or any Award Agreement by reason of the occurrence of a Change of Control
or the Participant’s disability or separation from service, such amount or
benefit will not be payable or distributable to the Participant by reason of
such circumstance unless (i) the circumstances giving rise to such Change of
Control, disability or separation from service meet the description or definition of “change in
control event,” “disability,” or “separation from service,” as the case may be,
in Section 409A of the Code and applicable proposed or final Treasury
regulations thereunder, and (ii) the payment or distribution of such amount or
benefit would otherwise comply with Section 409A of the Code and not subject the
Participant to taxes and interest pursuant to Section 409A of the Code (which
may require, if the Participant is a “specified employee” within the meaning of
Section 409A of the Code, that the payment date shall not be earlier than the
date that is six (6) months after the date of the Participant’s separation from
service). This provision does not prohibit the vesting of any Award or the
vesting of any right to eventual payment or distribution of any amount or
benefit under this Plan or any Award Agreement. 

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(c)     Notwithstanding anything in this Plan or in any Award
Agreement to the contrary, but subject to Article 21.5(2) to the extent
necessary to avoid the application of Section 409A of the Code, (i) the
Committee may not amend an outstanding Option, SAR or similar Award to extend
the time to exercise such Award beyond the later of the 15th day of the third
month following the date at which, or December 31 of the calendar year in which,
the Award would otherwise have expired if the Award had not been extended, based
on the terms of the Award at the original grant date (the “Safe Harbor Extension
Period”), provided that, in any event, Options and SARs granted to U.S.
Participants may not be extended past the 10th anniversary of the original date
of grant, and (ii) any purported extension of the exercise period of an
outstanding Award beyond the Safe Harbor Extension Period shall be deemed to be
an amendment to the last day of the Safe Harbor Extension Period and no later.

(d)     The Committee shall use its reasonable discretion to
  determine the extent to which the provisions of Article 21.5 will apply to a
Participant who is subject to taxation under the ITA. 

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