exv10w1






Exhibit 10.1




QLT INC.




QLT 2000 INCENTIVE STOCK OPTION PLAN




(as amended and restated effective May 5, 2009)





	1.	 	PURPOSE OF THE PLAN
	 
	1.1	 	Purpose of the Plan. The purpose of the Plan is to promote the interests of the Company by:






	 	(a)	 	attracting and retaining persons of outstanding competence who are or will be important for the growth and success
of the Company;
	 
	 	(b)	 	furnishing Eligible Persons with greater incentive to develop and promote the growth and success of the Company; and
	 
	 	(c)	 	furthering the identity of interests of Eligible Persons with those of the shareholders of the Company.




The Company believes that these purposes may be accomplished by granting to Eligible Persons from
time to time Options to purchase Common Shares.





	2.	 	DEFINITIONS
	 
	2.1	 	Definitions. In this Plan, unless there is something in the subject matter or context
inconsistent therewith:






	 	(a)	 	“Affiliate” means, with respect to the Company, any corporation, partnership,
association, trust or other entity or organization directly or indirectly controlled
by, controlling or under common control with the Company, and, for the purposes of
this definition, “control” will mean (i) the possession, directly or indirectly, of
the power to direct the management or policies of any such entity or to veto any
material decision relating to the management or policies of such entity, in each case
whether through the ownership of voting securities, by contract or otherwise, or (ii)
direct or indirect beneficial ownership of 40% or more of the voting stock or other
securities of, or a 40% or greater interest in the income of, such entity, or such
other relationship as, in fact constitutes actual control.
	 
	 	(b)	 	“Board” means the board of directors of the Company as established from time to time.
	 
	 	(c)	 	“Committee” means the Executive Compensation Committee of the Board or such other
committee established or designated by the Board as responsible for the administration
of this Plan, or the Board, to the extent that the Board administers this Plan as
described in Article 5.
	 
	 	(d)	 	“Common Shares” mean the common shares without par value in the capital of the
Company as constituted on March 1, 2000, provided that if the rights of any Optionee
are subsequently adjusted pursuant to Article 15 hereof, “Common Shares” thereafter
means the shares or other securities or property which such Optionee is entitled to
purchase or receive subject to his or her Option after giving effect to such
adjustment.




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	 	(e)	 	“Company” means QLT Inc. and includes any successor corporation thereto.
	 
	 	(f)	 	“Consultant” means any individual, corporation or other person engaged to provide ongoing valuable
services to the Company or any Affiliate.
	 
	 	(g)	 	“Continuous Status as a director, officer, employee or Consultant” means the absence of any
interruption or termination of service as an officer or employee of the Company or in the
relationship as a director or Consultant of the Company, as determined by the Board in its sole
discretion, but no interruption or termination will be deemed to have occurred in the case of sick
leave or any other leave of absence approved of by the Board, provided that either such leave is for
a period of not more than 90 days or reemployment upon the expiration of such leave is provided or
guaranteed by contract or law.
	 
	 	(h)	 	“Eligible Person” means a director, officer, employee or Consultant of the Company or its
Affiliates, designated by the Committee as an Eligible Person pursuant to Article 6 hereof.
	 
	 	(i)	 	“Exchange” means, collectively, The Toronto Stock Exchange, any successor thereto and any other
exchange or trading facilities through which the Company’s Common Shares trade or are quoted from
time to time.
	 
	 	(j)	 	“Fair Market Value” means, as of any given date, the value of a Common Share determined as follows:






	 	(i)	 	If the Common Shares are listed on any established stock exchange
(such as The Toronto Stock Exchange) or national market system, its
Fair Market Value shall be the closing sales price for a Common
Share as quoted on such exchange or system for such date or, if
there is no closing sales price for a Common Share on the date in
question, the closing sales price for a Common Share on the last
preceding date for which such quotation exists, as reported in a
source as the Committee deems reliable;
	 
	 	(ii)	 	If the Common Shares are not listed on an established stock exchange
or national market system, but the Common Shares are regularly
quoted by a recognized securities dealer, its Fair Market Value
shall be the mean of the high bid and low asked prices for such date
or, if there are no high bid and low asked prices for a Common Share
on such date, the high bid and low asked prices for a Common Share
on the last preceding date for which such information exists, as
reported in a source as the Committee deems reliable; or
	 
	 	(iii)	 	If the Common Shares are neither listed on an established stock
exchange or a national market system nor regularly quoted by a
recognized securities dealer, its Fair Market Value shall be
established by the Committee in good faith.




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	 	(k)	 	“Incentive Stock Option” means an Option granted under the Plan that is intended to meet the requirements of Section
422 of the U.S. Code.
	 
	 	(l)	 	“insider” has the meaning ascribed to in the Securities Act (British Columbia).
	 
	 	(m)	 	“Key Person” means the person which may be designated by the Committee as the key person of a Consultant providing
ongoing valuable services under a consulting contract with the Company or any Affiliate.
	 
	 	(n)	 	“Nonqualified Stock Option” means an Option granted to an Optionee that does not qualify as an Incentive Stock Option.
	 
	 	(o)	 	“Option” means an option entitling the holder thereof to purchase Common Shares as described herein. An Option shall
be either a Nonqualified Stock Option or an Incentive Stock Option (provided, however, that Options granted to
non-employee directors and Consultants shall be Nonqualified Stock Options) and shall be granted to an Eligible Person
pursuant to the terms and conditions hereof and as evidenced by an Option Agreement.
	 
	 	(p)	 	“Option Agreement” means an agreement evidencing an Option, entered into by and between the Company and an Optionee.
	 
	 	(q)	 	“Option Exercise Price” means the price per Common Share at which an Optionee may purchase Common Shares pursuant to
an Option, provided that if such price is adjusted pursuant to Article 15 hereof, “Option Exercise Price” thereafter
means the price per Common Share at which such Optionee may purchase Common Shares pursuant to such Option after giving
effect to such adjustment.
	 
	 	(r)	 	“Optionee” means an Eligible Person who holds an Option under this Plan.
	 
	 	(s)	 	“Plan” means the amended and restated QLT 2000 Incentive Stock Option Plan, as it may be further amended, modified or
restated from time to time pursuant to and in accordance with the provisions hereof.
	 
	 	(t)	 	“Shareholder” means a holder of Common Shares.
	 
	 	(u)	 	“termination of service” means:






	 	(i)	 	as to a Consultant, the time when the engagement of an Optionee as a
Consultant to the Company or an Affiliate is terminated for any
reason, with or without cause, including, without limitation, by
resignation, discharge, death or retirement, but excluding
terminations where the Consultant simultaneously commences or remains
in employment or service with the Company or any Affiliate;
	 
	 	(ii)	 	as to a non-employee director, the time when an Optionee who is a
non-employee director ceases to be a director for any reason,
including, without limitation, a termination by resignation, failure
to be elected, death or retirement, but excluding terminations where
the Optionee simultaneously commences or remains in employment or
service with the Company or any Affiliate; and




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	 	(iii)	 	as to an employee, at the time the Optionee ceases to be an active
employee of the Company or any Affiliate for any reason, whether
such termination of employment is lawful or otherwise, and
specifically does not include any statutory or common law severance
period or period of reasonable notice that the Company or any
Affiliate may be required to provide to the Optionee under
applicable law.




The Committee, in its sole discretion, shall determine the effect of all matters and questions
relating to terminations of service, including, without limitation, the question of whether a
termination of service resulted from a discharge for cause and all questions of whether particular
leaves of absence constitute a termination of service; provided, however, that, with respect to
Incentive Stock Options, unless the Committee otherwise provides in the terms of the Option
Agreement or otherwise, a leave of absence, change in status from an employee to an independent
contractor or other change in the employee-employer relationship shall constitute a termination of
service only if, and to the extent that, such leave of absence, change in status or other change
interrupts employment for the purposes of Section 422(a)(2) of the U.S. Code and the then
applicable regulations and revenue rulings under said Section. For purposes of this Plan, an
Optionee’s employee-employer relationship or consultancy relations shall be deemed to be terminated
in the event that the Affiliate employing or contracting with such Optionee ceases to remain a
Affiliate following any merger, sale of stock or other corporate transaction or event (including,
without limitation, a spin-off).





	 	(a)	 	“U.S.” or “United States” means the United States of America (including each
of the States and the District of Columbia) and its territories and possessions
and other areas subject to its jurisdiction.
	 
	 	(b)	 	“U.S. Code” means the U.S. Internal Revenue Code of 1986, as amended.
	 
	 	(c)	 	“U.S. Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
	 
	 	(d)	 	“U.S. Securities Act” means the Securities Act of 1933, as amended.






	3.	 	EFFECTIVE DATE OF THE PLAN




3.1    Effective Date of the Plan. The effective date of this Plan, subject to Shareholder approval
and approval of the Exchange, is March 1, 2000.





	4.	 	RESTRICTION ON NUMBER OF COMMON SHARES SUBJECT TO THE PLAN




4.1    Common Shares Subject to the Plan. Options may be granted in respect of authorized and
unissued Common Shares, provided that the aggregate number of Common Shares to be issued under this
Plan, subject to adjustment or increase of such number pursuant to the provisions of this Plan,
will be 7,800,000. The number of Common Shares issued hereunder may be increased or changed by the
Board, as approved by the Shareholders, the Exchange, and any relevant regulatory or statutory
authority having authority with respect hereto.





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4.2     Regranting of Shares. If any Option to acquire Common Shares under this Plan expires or is
cancelled without having been fully exercised, then the number of Common Shares subject to such
Option but as to which such Option was not exercised prior to its expiration or cancellation may
again be granted hereunder, subject to the limitations of Section 4.1. Furthermore, any shares
subject to Options which are adjusted pursuant to Article 15 and become exercisable with respect to
shares of stock of another corporation shall be considered cancelled and may again be granted
hereunder, subject to the limitations of Section 4.1. Common Shares which are delivered by the
Optionee or withheld by the Company upon the exercise of any Option under this Plan, in payment of
the exercise price thereof or tax withholding thereon, may not again be granted hereunder, subject
to the limitations of Section 4.1. Notwithstanding the provisions of this Section 4.2, no Options
may again be granted if such action would cause an Incentive Stock Option to fail to qualify as an
“incentive stock option” under Section 422 of the U.S. Code.



4.3     No Fractional Shares. No fractional Common Shares may be issued under this Plan and the
Committee shall determine, in its sole discretion, whether cash shall be given in lieu of
fractional shares or whether such fractional shares shall be eliminated by rounding down.





	5.	 	ADMINISTRATION OF THE PLAN




5.1     Administration of Plan. This Plan will be administered by the Committee, provided, however,
that the Board may from time to time establish any other committee of the Board consisting of not
less than two members of the Board to replace the Committee for the purposes of the administration
of this Plan. The members of the Committee will serve at the pleasure of the Board and vacancies
occurring in the Committee will be filled by the Board. In its sole discretion, the Board may at
any time and from time to time exercise any and all rights and duties of the Committee under this
Plan except with respect to matters which under Rule 16b-3 under the U.S. Exchange Act or any
successor rule, or Section 162(m) of the U.S. Code, or any regulations or rules issued thereunder,
are required to be determined in the sole discretion of the Committee.



5.2     Committee Governance. The Committee will be composed of not less than two individuals, all of
whom are directors of the Company. Further, if and so long as the Common Shares are registered
under Section 12(b) or 12(g) of the U.S. Exchange Act, the Board will consider in selecting the
members of the Committee who are intended to qualify as both a “non-employee director” as defined
by Rule 16b-3 of the U.S. Exchange Act or any successor rule and an “outside director” for purposes
of Section 162(m) of the U.S. Code; provided, that any action taken by the Committee shall be valid
and effective, whether or not members of the Committee at the time of such action are later
determined not to have satisfied the requirements for membership set forth in this Section 5.2 or
otherwise provided in any charter of the Committee. Notwithstanding the foregoing, the full Board,
acting by a majority of its members in office, shall conduct the general administration of this
Plan with respect to Options granted to “non-employee directors.”



5.3     Powers of Committee. The Committee is authorized, subject to the provisions of this Plan, to
establish from time to time such rules and regulations, make such determinations and to take such
steps in connection with this Plan as in the opinion of the Committee are necessary or desirable
for the proper administration of this Plan. For greater certainty, without limiting the generality
of the foregoing, the Committee will have the power, where consistent with the general purpose and
intent of this Plan and subject to the specific provisions of this Plan and any approval of the
Exchange, if applicable:





	 	(a)	 	to interpret and construe this Plan and to determine all questions
arising out of this Plan and any Option granted pursuant to this Plan,
and any such interpretation, construction or termination made by the
Committee will be final, binding and conclusive for all purposes;




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	 	(b)	 	to determine to which Eligible Persons Options are granted, and to grant, Options;
	 
	 	(c)	 	to determine the number of Common Shares underlying each Option;
	 
	 	(d)	 	to determine the Option Exercise Price for each Option;
	 
	 	(e)	 	to determine the time or times when Options will be granted, vest and be exercisable and to determine when it is appropriate to
accelerate when Options otherwise subject to vesting may be exercised;
	 
	 	(f)	 	to determine if the Common Shares that are subject to an Option will be subject to any restrictions upon the exercise of such
Option, as applicable;
	 
	 	(g)	 	to determine the expiration date for each Option and to extend the period of time for which any Option is to remain exercisable
in appropriate circumstances, including, without limitation, in the event of the Optionee’s cessation of service to the Company
or any Affiliate or in the event of a prolonged Company-mandated trading restriction period, provided in no event will an
Option be exercisable for more than five years from the date of grant;
	 
	 	(h)	 	to prescribe the form of the instruments relating to the grant, exercise and other terms of Options;
	 
	 	(i)	 	to enter into an Option Agreement evidencing each Option which will incorporate such terms as the Committee in its discretion
deems consistent with this Plan;
	 
	 	(j)	 	to determine, where necessary, the Key Person pursuant to a consulting contract as the person providing the services thereunder;
	 
	 	(k)	 	to adopt such modifications, procedures, rules, regulations and subplans as may be necessary or desirable to administer this
Plan or to comply with the provisions of the laws of Canada, the United States and other countries in which the Company or its
Affiliates may operate to assure the viability and maximization of the benefits from the Options granted to Optionees residing
in such countries and to meet the objectives of this Plan; and
	 
	 	(l)	 	to determine such other matters as provided for herein and to make all other decisions and determinations that may be required
pursuant to this Plan or as the Committee deems necessary or advisable to administer this Plan.




5.4     Interpretation of the Plan. Any questions arising as to interpretation of the Plan, any Option
or any Option Agreement will be determined by the Committee and such determination will be final,
conclusive and binding on all parties.





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	6.	 	ELIGIBILITY




6.1     Eligibility. The Committee may, subject to the provisions of this Plan, grant Options to any
Eligible Person who is or will be, in the opinion of the Committee, important for the growth and
success of the Company and whose participation in this Plan will, in the opinion of the Committee,
accomplish the purposes of this Plan.





	7.	 	GRANT OF OPTIONS




7.1     Grant of Options. Options may be granted pursuant to the terms of the Plan from time to time
by the Company acting through the Committee to the extent that such recommendations are approved by
the Board. The date on which any Option will be deemed to have been granted will be the date on
which the Committee authorizes the grant of such Option or such later date as may be determined by
the Committee at the time that the grant of such Option is authorized.



7.2     Option Agreement. Each Option granted pursuant to this Plan will be evidenced by an Option
Agreement executed on behalf of the Company by any officer of the Company, and each Option
Agreement will incorporate such terms and conditions as the Committee in its discretion deems
consistent with the terms of this Plan. The Committee may, with the written consent of the
Optionee, amend any Option Agreement to the extent that the Committee, acting in its discretion,
deems consistent with the terms of this Plan.



7.3     Number of Common Shares. The number of Common Shares for which any Option may be granted will
be determined by the Committee. The number of Common Shares which may be purchased on the exercise
of any Option will be subject to adjustment pursuant to Article 15 hereof.



7.4     Maximum Grant — Generally. The Committee will not grant to any Eligible Person any Option
which would result in that Eligible Person being the holder of Options granted under this Plan or
any other incentive equity plan of the Company or any Affiliates, which, in aggregate, exceed 5% of
the issued and outstanding Common Shares (on a non-diluted basis) on the date the Options are
granted.



7.5     Maximum Grant — Certain Directors. The Committee will not grant to any Eligible Person who is
a non-employee director any Option which would result in such Eligible Person being awarded Options
with an aggregate grant value in excess of CAD$100,000 in any one year. For the purposes of this
Section, “non-employee director” means a director of the Company who is not a full-time or
part-time employee of the Company or any Affiliates.



7.6     Option Exercise Price. The Option Exercise Price for each Option will be determined by the
Committee, but will in no event be less than Fair Market Value on the date of grant, which grant
will occur after the close of the Exchange on such date. The Option Exercise Price determined for
any Option will be subject to adjustment pursuant to Article 15 hereof.



7.7     Option Vesting.





	 	(a)	 	The period during which the right to exercise, in whole or in part, an
Option vests in the Optionee shall be set by the Committee and the
Committee may determine that an Option may not be exercised in whole
or in part for a specified period after it is granted. Such vesting
may be based on service with the Company or any Affiliate, or any
other criteria selected by the Committee. At any time after grant of
an Option, the Committee may, in its sole discretion and subject to
whatever terms and conditions it selects, accelerate the period during
which an Option vests.




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	 	(b)	 	No portion of an Option which is unexercisable at an Optionee’s
termination of service shall thereafter become exercisable, except as
may be otherwise provided by the Committee either in the Option
Agreement or by action of the Committee following the grant of the
Option.






	8.	 	TERM OF OPTIONS




8.1     Term of Options. Each Option granted pursuant to this Plan will, subject to early termination
in accordance with Article 10 hereof and subject to the provisions of this Plan, expire
automatically on the earlier of (i) the date on which such Option is exercised in respect of all of
the Common Shares that may be purchased thereunder, and (ii) the date fixed by the Committee as the
expiry date of such Option, which date will not be more than five years from the date of grant. The
Committee shall determine the time period, including the time period following a termination of
service, during which the Optionee has the right to exercise the vested Options, which time period
may not extend beyond the original expiry date. Except as limited by the requirements of applicable
law, including Section 409A or Section 422 of the U.S. Code and regulations and rulings thereunder,
the Committee may extend the term of any outstanding Option, and may extend the time period during
which vested Options may be exercised, in connection with any termination of service of the
Optionee, and may amend any other term or condition of such Option relating to such a termination
of service. In circumstances where the end of the term an Option falls within, or within two
business days after the end of, a “black out” or similar period imposed under any insider trading
policy or similar policy of the Company (but not, for greater certainty, a restrictive period
resulting from the Company or its insiders being the subject of a cease trade order of a securities
regulatory authority), the end of the term of such Option shall be the tenth business day after the
earlier of the end of such black out period or, provided the black out period has ended, the expiry
date.





	9.	 	INCENTIVE STOCK OPTION PROVISIONS




To the extent required by Section 422 of the U.S. Code, Incentive Stock Options will be subject to
the following additional terms and conditions:



9.1     Eligible Employees. Only individuals who are employees of the Company or one of its subsidiary
corporations (as defined in Section 424(f) of the U.S. Code) may be granted Incentive Stock
Options.



9.2     Dollar Limitation. To the extent the aggregate Fair Market Value (determined as at the grant
date of an Option) of Common Shares with respect to which Incentive Stock Options are exercisable
for the first time during any calendar year (under this Plan and all other incentive equity plans
of the Company and any parent or subsidiary corporation thereof (as defined in Sections 424(e) and
(f) of the U.S. Code)) exceeds US$100,000, such portion in excess of US$100,000 will be treated as
a Nonqualified Stock Option. In the event an Optionee holds two or more Options that become
exercisable for the first time in the same calendar year, this limitation will be applied on the
basis of the order in which the Options were granted.



9.3     More than 10% Shareholders. If an individual owns more than 10% of the total voting power of
all classes of the Company’s securities (as determined in accordance with Section 422 of the U.S.
Code), then the Option Exercise Price for each Incentive Stock Option will not be less than 110% of
the Fair Market Value on the grant date of an Option and the term of the Option will not exceed
five years. The determination of more than 10% ownership will be made in accordance with Section
422 of the U.S. Code.




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9.4     Exercisability. An Option designated as an Incentive Stock Option will cease to qualify for
favourable tax treatment as an Incentive Stock Option to the extent it is exercised (if permitted
by the terms of the Option):





	 	(a)	 	more than three months after termination of employment for reasons
other than death or disability (as defined for purposes of Section 422
of the U.S. Code);
	 
	 	(b)	 	more than one year after termination of employment by reason of
disability (as defined for purposes of Section 422 of the U.S. Code);
or
	 
	 	(c)	 	after the Optionee has been on a leave of absence for more than 90
days, unless the Optionee’s reemployment rights are guaranteed by
statute or contract.




9.5     Transferability. Incentive Stock Options may not be transferred by an Optionee other than by
will or the laws of descent and distribution and, during the Optionee’s lifetime, are exercisable
only by the Optionee.



9.6     Taxation of Incentive Stock Options. In order to obtain certain U.S. federal tax benefits
afforded to incentive stock options under Section 422 of the U.S. Code, the Optionee must hold the
Common Shares issued upon the exercise of an Incentive Stock Option for two years after the grant
date of the Option and one year from the date of exercise. An Optionee may be subject to the
alternative minimum tax at the time of exercise of an Incentive Stock Option. The Optionee will
give the Company prompt notice of any disposition of Common Shares acquired by the exercise of an
Incentive Stock Option prior to the expiration of such holding periods.



9.7     Conflict. In the case of any conflict between the terms of this Article 9 and the terms of any
other provision of this Plan with respect to the granting of Incentive Stock Options, this Article
will govern.





	10.	 	EARLY TERMINATION OF OPTIONS




10.1   Generally. Each Option will terminate on the 90th day after the date of an Optionee’s
termination of service, subject to the provisions of this Plan and subject to the terms of the
applicable Option Agreement as will have been determined by the Committee.



10.2   Exception. A change in the office, position or duties of an Optionee from the office,
position or duties held by such Optionee on the date on which the Option was granted to such
Optionee will not result in the termination of the Option granted to such Optionee provided that
such Optionee remains a director, officer, employee or Consultant of the Company or any Affiliate.





	11.	 	NON-TRANSFERABILITY OF OPTIONS




11.1   Non-Transferability of Options. Subject to the provisions of this Plan, no Option may be
transferred or assigned except by will or by operation of the laws of devolution or distribution
and descent or pursuant to a qualified domestic relations order, as defined by the U.S. Code and
may be exercised only by an individual Optionee during his or her lifetime and by a corporate
Optionee during the term of its existence.




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	12.	 	  EXERCISE OF OPTIONS





12.1   Exercise of Options. Subject to the terms and conditions of this Plan, each Option may from
time to time be exercised with respect to all or any of the Common Shares underlying such Option at
any time on or after the later of (i) the date of the grant of such Option, or (ii) such other date
as the Committee may in its discretion determine at the time of the grant of such Option, which
date will be set forth in the applicable Option Agreement. Each Option may be exercised by giving
three days’ written notice of exercise signed by the Optionee and dated the date of exercise, and
not postdated, stating that the Optionee elects to exercise his or her rights to purchase Common
Shares under such Option and specifying the number of Common Shares in respect of which such Option
is being exercised and the purchase price to be paid therefore. Such notice shall include
representations and documents as the Committee, in its sole discretion, deems necessary or
advisable to effect compliance with all applicable provisions of the U.S. Securities Act and any
other federal, state, provincial or foreign securities laws or regulations. The Committee may, in
its sole discretion, also take whatever additional actions it deems appropriate to effect such
compliance including, without limitation, placing legends on share certificates and issuing
stop-transfer notices to agents and registrars. In the event that the Option shall be exercised
pursuant to Section 11.1 by any person or persons other than the Optionee, such notice shall
include appropriate proof of the right of such person or persons to exercise the Option. Such
notice will be delivered to the Company at its principal office at 887 Great Northern Way,
Vancouver, Suite 101, British Columbia, Canada, V5T 4T5 (or at such other address as the principal
office of the Company may be located at the time of exercise) addressed to the attention of the
secretary or assistant secretary of the Company and be accompanied by full payment (payable at par
in Vancouver, British Columbia) of the exercise price in any combination of the following (subject
to all applicable laws and unless the Committee determines otherwise at the time of grant or before
the Option is exercised):





	 	(a)	 	cash, bank draft or certified cheque;
	 
	 	(b)	 	tendering (either actually or, if and so long as the Common Shares are registered
under Section 12(b) or 12(g) of the U.S. Exchange Act, by attestation) Common Shares
already owned by the Optionee for at least the period necessary to avoid a charge to
the Company’s earnings for financial reporting purposes having a Fair Market Value
on the exercise date equal to the aggregate Option Exercise Price;
	 
	 	(c)	 	if and so long as the Common Shares are registered under Section 12(b) or 12(g) of
the U.S. Exchange Act, delivery of a properly executed exercise notice, together
with irrevocable instructions, to (i) a brokerage firm designated by the Company to
deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay
the Option Exercise Price and any withholding tax obligations that may arise in
connection with the exercise, and (ii) the Company to deliver the certificates for
such purchased shares directly to such brokerage firm, all in accordance with the
regulations of any relevant regulatory authorities; or
	 
	 	(d)	 	such other consideration as the Committee may permit consistent with applicable laws.




As soon as practicable after any exercise of an Option, a certificate or certificates representing
the Common Shares in respect of which such Option is exercised will be delivered by the Company to
the Optionee.





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12.2     Withholding Tax. The Optionee will be solely responsible for paying any applicable
withholding taxes arising from the grant, vesting or exercise of any Option and payment is to be
made in a manner satisfactory to the Company. Notwithstanding the foregoing, the Company will have
the right to withhold from any Option or any Common Shares issuable pursuant to an Option or from
any cash amounts otherwise due or to become due from the Company to the Optionee, an amount equal
to any such taxes.



12.3     Conditions. Notwithstanding any of the provisions contained in this Plan or in any Option,
the Company’s obligation to issue Common Shares to an Optionee pursuant to the exercise of an
Option will be subject to:





	 	(a)	 	completion of such registration or other qualification of such Common Shares or
obtaining approval of such governmental authority as the Company will determine
to be necessary or advisable in connection with the authorization, issuance or
sale thereof;
	 
	 	(b)	 	the admission of such Common Shares to listing or quotation on the Exchange; and
	 
	 	(c)	 	the receipt from the Optionee of such representations, agreements and
undertakings, including as to future dealings in such Common Shares, as the
Company or its counsel determines to be necessary or advisable in order to
safeguard against the violation of the securities laws of any jurisdiction.






	13.	 	NOTICE TO COMMISSIONS AND EXCHANGES




13.1   Notice to Commissions and Exchanges. The Company will give notice to all applicable
securities commissions and other regulatory bodies in Canada and the United States and all
applicable stock exchanges and other trading facilities upon which the Common Shares are listed or
traded from time to time, as may be required, of its adoption of this Plan and of its entering into
Option Agreements with Eligible Persons and the terms and conditions for the purchase of Common
Shares under such Option Agreements, and will use all reasonable efforts to obtain any requisite
approvals as may be required from such bodies, exchanges and trading facilities.





	14.	 	  SUSPENSION, AMENDMENT OR TERMINATION




14.1   Suspension, Amendment or Termination. This Plan will terminate on March 1, 2019 or on such
earlier date as the Committee may determine. The Committee will have the right at any time to
suspend or terminate this Plan in any manner, including without limitation, to reflect any
requirements of applicable regulatory bodies or stock exchanges, and on behalf of the Company to
enter into amendments to any Option Agreement and to amend this Plan without notice to the
Shareholders and without further Shareholder approval in such manner as the Committee, in its sole
discretion, determines appropriate, including, without limitation, to amend this Plan or enter into
amendments to any Option Agreement:





	 	(a)	 	to reflect any requirements of applicable regulatory bodies or stock exchanges;
	 
	 	(b)	 	for the purposes of making formal minor or technical modifications to any of the provisions of this Plan;
	 
	 	(c)	 	to correct any ambiguity, defective provisions, error or omission in the provisions of this Plan;




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	 	(d)	 	to change any vesting provisions of Options;
	 
	 	(e)	 	to change the termination provisions of the Options or this Plan;
	 
	 	(f)	 	to change the persons who qualify as Eligible Persons under this Plan;
	 
	 	(g)	 	to change the exercise terms of the Options;
	 
	 	(h)	 	to add a cashless exercise feature to this Plan; and
	 
	 	(i)	 	to add or change provisions relating to any form of financial
assistance provided by the Company to Eligible Persons that would
facilitate the purchase of securities under this Plan, to the extent
permitted under applicable laws,




but will not have the right, without notice to the Shareholders and without further Shareholder
approval, to amend this Plan in any other manner, including, but not limited to:





	 	(a)	 	increasing the number of Common Shares reserved for issuance pursuant to the exercise of Options issued under this Plan;
	 
	 	(b)	 	extending the term of any Option beyond the original expiry date;
	 
	 	(c)	 	reducing the Option Exercise Price at which Common Shares may be purchased pursuant to any Option granted under this
Plan (subject to any necessary adjustment pursuant to Article 15 hereof);
	 
	 	(d)	 	cancelling and reissuing any Options granted under this Plan with a grant of Options having a lesser Option Exercise
Price per Common Share;
	 
	 	(e)	 	permitting the introduction or reintroduction of discretionary awards of Options to non-employee directors or amending
any limitation previously imposed on director participation;
	 
	 	(f)	 	permitting the transfer or assignment of any issued Options in any manner other than as described in Section 11.1 hereof;
	 
	 	(g)	 	granting any Option under this Plan if this Plan has been suspended or has been terminated; and
	 
	 	(h)	 	making any further amendments to this Article 14,




and will not have the right, without the consent of the applicable Optionee, to:





	 	(a)	 	increase the Option Exercise Price at which Common Shares may be
purchased pursuant to any Option granted under this Plan (subject to
any necessary adjustment pursuant to Article 15 hereof);
	 
	 	(b)	 	affect in a manner that is adverse or prejudicial to, or that impairs,
the benefits and/or rights of any Optionee under any Option previously
granted under this Plan; and




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	 	(c)	 	decrease the number of Common Shares which may be issued pursuant to
any Option granted under this Plan (subject to any necessary
adjustment pursuant to Article 15 hereof).




14.2   Powers of the Committee Survive Termination. The full powers of the Committee as provided for
in this Plan will survive the termination of this Plan until all Options granted under this Plan
have been exercised in full or have otherwise expired.





	15.	 	ADJUSTMENTS




15.1   Adjustments. Appropriate adjustments in the number of Common Shares subject to this Plan, as
regards Options granted or to be granted, in the number of Common Shares awarded and any applicable
Option Exercise Price will be conclusively determined by the Committee to give effect to
adjustments in the number of Common Shares resulting from subdivisions, consolidations,
substitutions, or reclassifications of the Common Shares, the payment of stock dividends by the
Company (other than dividends in the ordinary course) or other relevant changes in the capital of
the Company or from a proposed merger, amalgamation or other corporate arrangement or
reorganization involving the exchange or replacement of Common Shares of the Company for those in
another corporation. Any dispute that arises at any time with respect to any such adjustment will
be conclusively determined by the Committee, and any such determination will be binding on the
Company, the Optionee and all other affected parties.



15.2   Further Adjustments. Subject to Section 15.1, if, because of a proposed merger, amalgamation
or other corporate arrangement or reorganization, the exchange or replacement of Common Shares of
the Company for those in another corporation is imminent, the Board may, in a fair and equitable
manner, determine the manner in which all unexercised or unvested Options granted under this Plan
will be treated including, without limitation, requiring the acceleration of the time for the
exercise and/or vesting of such rights by the Optionee and of the time for the fulfilment of any
conditions or restrictions on such exercise or vesting. All determinations of the Committee under
this Section will be final, binding and conclusive for all purposes subject to the approval of the
Exchange, if applicable.



15.3   Limitations. The grant of Options under this Plan will in no way affect the Company’s right
to adjust, reclassify, reorganize or otherwise change its capital or business structure or to
merge, amalgamate, reorganize, consolidate, dissolve, liquidate or sell or transfer all or any part
of its business or assets or engage in any like transaction.



15.4   No Fractional Shares. No adjustment or substitution provided for in this Article 15 will
require the Company to issue a fractional share in respect of any Option and the total substitution
or adjustment with respect to each Option will be limited accordingly.





	16.	 	SHAREHOLDER AND REGULATORY APPROVAL





16.1  Shareholder and Regulatory Approval. This Plan will be subject to the requisite approval of
the Shareholders to be given by a resolution passed at a meeting of the Shareholders, if required,
and to acceptance by the Exchange and any other regulatory authorities having jurisdiction. Any
Options granted prior to such approval and acceptance will be conditional upon such approval and
acceptance being given and no such Options may be exercised unless and until such approval and
acceptance is given.



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	17.	 	GENERAL




17.1   Rights of Optionees. The Optionee will not have any rights as a Shareholder with respect to
any of the Common Shares underlying such Option until such Optionee becomes the record owner of
such Common Shares.



17.2   No Effect on Employment. Nothing in this Plan or any Option will confer upon any Optionee any
right to continue in the employ of or under contract with the Company or any Affiliate or affect in
any way the right of the Company or any such Affiliate to terminate his or her employment at any
time or terminate his or her consulting contract; nor will anything in this Plan or any Option be
deemed or construed to constitute an agreement, or an expression of intent, on the part of the
Company or any such Affiliate to extend the employment of any Optionee beyond the time that he or
she would normally be retired pursuant to the provisions of any present or future retirement plan
of the Company or any Affiliate or any present or future retirement policy of the Company or any
Affiliate, or beyond the time at which he or she would otherwise be retired pursuant to the
provisions of any contract of employment with the Company or any Affiliate.



17.3   No Fettering of Directors’ Discretion. Nothing contained in this Plan will restrict or limit
or be deemed to restrict or limit the right or power of the Board in connection with any allotment
and issuance of Common Shares which are not allotted and issued under this Plan including, without
limitation, with respect to other compensation arrangements.



17.4   Compliance with Laws. This Plan, the granting and vesting of Options under this Plan and the
issuance and delivery of Common Shares hereunder are subject to compliance with all applicable
federal, state, provincial, local and foreign laws, rules and regulations (including but not
limited to state, provincial, federal and foreign securities law and margin requirements) and to
such approvals by any listing, regulatory or governmental authority as may, in the opinion of
counsel for the Company, be necessary or advisable in connection therewith. Any securities
delivered under this Plan shall be subject to such restrictions, and the person acquiring such
securities shall, if requested by the Company, provide such assurances and representations to the
Company as the Company may deem necessary or desirable to assure compliance with all applicable
legal requirements. To the extent permitted by applicable law, this Plan and Options granted
hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and
regulations.



17.5   Section 409A. To the extent that the Committee determines that any Option granted under this
Plan is subject to Section 409A of the U.S. Code (“Section 409A”), including, without limitation, a
Nonqualified Stock Option which is subject to Section 409A and does not satisfy the exemption
requirements set forth in Treasury Regulation Section 1.409A-1(b)(5), the Option Agreement
evidencing such Option shall incorporate the terms and conditions required by Section 409A. To the
extent applicable, this Plan and Option Agreements shall be interpreted in accordance with Section
409A and U.S. Department of Treasury regulations and other interpretive guidance issued thereunder,
including without limitation any such regulations or other guidance that may be issued after the
effective date of this Plan. Notwithstanding any provision of this Plan to the contrary, in the
event that following the effective date of this Plan, the Committee determines that any Option may
be subject to Section 409A and related U.S. Department of Treasury guidance (including such U.S.
Department of Treasury guidance as may be issued after the effective date of this Plan), the
Committee may adopt such amendments to this Plan and the applicable Option Agreement or adopt other
policies and procedures (including amendments, policies and procedures with retroactive effect), or
take any other actions, that the Committee determines are necessary or appropriate to (a) exempt
the Option from Section 409A and/or preserve the intended tax treatment of the benefits provided
with respect to the Option, or (b) comply with the requirements of Section 409A and related U.S.
Department of Treasury guidance and thereby avoid the application of any penalty taxes under such
Section.




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17.6   No Rights to Options. No Eligible Person or other person shall have any claim to be granted
any Option pursuant to this Plan, and neither the Company nor the Committee is obligated to treat
Eligible Persons, Optionees or any other persons uniformly.



17.7   Interpretation. References herein to any gender include all genders and to the plural includes
the singular and vice versa. The division of this Plan into Sections and Articles and the insertion
of headings are for convenience of reference only and will not affect the construction or
interpretation of this Plan.





	18.	 	REFERENCE




18.1   Reference. This Plan may be referred to as the “QLT 2000 Incentive Stock Option Plan”.





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