a612020ex101






                                                                   Exhibit 10.1                                                                                                      ARBUTUS BIOPHARMA CORPORATION                   2016 OMNIBUS SHARE AND INCENTIVE PLAN  (as adopted by the board of directors on April 6, 2016 and approved by the shareholders on          May 19, 2016; and as supplemented by the Committee on May 9, 2019)   Section 1.  Purpose   The purpose of the Plan is to promote the interests of the Company by aiding the Company in  attracting and retaining employees, officers, consultants, advisors and non-employee Directors to  promote the business and financial success of the Company, to offer such persons incentives to put  forth maximum efforts for the success of the Company’s business and to compensate such persons  through various share and cash based arrangements and provide them with opportunities for share  ownership in the Company, thereby aligning the interests of such persons with the Company’s  shareholders.   Section 2.  Definitions   As used in the Plan, the following terms shall have the meanings set forth below:        (a)    “Affiliate” shall mean any entity that, directly or indirectly through one or more              intermediaries, is controlled by the Company.         (b)   “Award” shall mean any Option, Stock Appreciation Right, Restricted Stock,              Restricted Stock Unit, Performance Award, Dividend Equivalent or Other Stock-             Based Award granted under the Plan.         (c)   “Award Agreement” shall mean any written agreement, contract or other              instrument or document evidencing an Award granted under the Plan (including a              document in an electronic medium) executed in accordance with the requirements              of Section 9(c).         (d)   “Board” shall mean the Board of Directors of the Company.         (e)   “Cause” in respect of a Participant means:               (i)   if “Cause” is defined in an employment agreement between such Participant                    and the Company, the meaning of “Cause” as provided for in such                    employment agreement; and       





 






                        (ii)  if Cause is not so defined, a circumstance that would entitle the Company               to terminate the employment or services of such Participant at law without               notice or compensation as a result of such termination;    (f)   “Change in Control” means, unless specified otherwise in an existing agreement         with a Participant:          (i)   the sale of all or substantially all of the assets of the Company to a non-              Affiliate;          (ii)  a merger, reorganization, or consolidation involving the Company in which               the voting securities outstanding immediately prior to the transaction               represent or are converted into or exchanged for securities of the surviving               or resulting entity that, immediately upon completion of the transaction,               represent less than 50% of the outstanding voting power of the surviving or               resulting entity;          (iii) the acquisition of all or a majority of the outstanding voting securities of the               Company in a single transaction or a series of related transactions by a               person or group of persons;          provided however, that a Change in Control shall not be deemed to have occurred         if such Change in Control results solely from the issuance, in connection with a         bona fide financing or series of financings by the Company or an Affiliate of the         Company, of voting securities of the Company or an Affiliate of the Company or         any rights to acquire voting securities of the Company or an Affiliate of the         Company which are convertible into voting securities, or if the Company effects a         transaction solely to change the Company’s domicile.    (g)   “Committee” shall mean the Compensation Committee of the Board or such other         committee designated by the Board to administer the Plan.  The Committee shall         be comprised of not less than such number of Directors as shall be required to         permit Awards granted under the Plan to qualify under Rule 16b-3, and each         member of the Committee shall be a “non-employee director” within the meaning        of Rule 16b-3 and an “outside director” within the meaning of Section 162(m).   (h)    “Company” shall mean Arbutus Biopharma Corporation and any successor        corporation.   (i)    “Director” shall mean a member of the Board.                                





 






                 (j)   “Dividend Equivalent” shall mean any right granted under Section 6(e) of the        Plan.   (k)   “Effective Date” shall have the meaning ascribed thereto in Section 11 of the Plan;   (l)   “Eligible Person” shall mean any employee, officer, non-employee Director,        consultant, independent contractor or advisor providing services to the Company        or any Affiliate, or any such person to whom an offer of employment or engagement       with the Company or any Affiliate is extended.   (m)   “Fair Market Value” with respect to a Share as of any date shall mean (a) if the        Share is listed on any established stock exchange, the price of one Share at the close        of the regular trading session of such market or exchange on such date, as reported        by The Wall Street Journal or a comparable reporting service, or, if no sale of Shares        shall have occurred on such date, on the next preceding date on which there was a        sale of Shares; (b) if the Shares are not so listed on any established stock exchange,        the average of the closing “bid” and “asked” prices quoted by the OTC Bulletin        Board, the National Quotation Bureau, or any comparable reporting service on such       date or, if there are no quoted “bid” and “asked” prices on such date, on the next       preceding date for which there are such quotes for a Share; or (c) if the Shares are       not publicly traded as of such date, the per share value of a Share, as determined by        the Board, or any duly authorized Committee of the Board, in its sole discretion, by        applying principles of valuation with respect thereto.   (n)   “Full Value Award” shall mean any Award other than an Option, Stock        Appreciation Right or similar Award, the value of which is based solely on an        increase in the value of the Shares after the date of grant of such Award.   (o)   “Good Reason” in respect of a Participant means:         (i)   if “Good Reason” is defined in an employment agreement between such              Participant and the Company, the meaning of “Good Reason” as provided              for in such employment agreement; and         (ii)  if Good Reason is not so defined, a circumstance that would allow a              Participant to claim “constructive dismissal” at law, including a material              diminution in the Participant’s title, responsibilities, reporting relationship              or compensation.                                 





 






                 (p)   “Non-Qualified Stock Option” shall mean an option granted under Section 6(a)        of the Plan that is not intended to be a U.S. Incentive Stock Option.   (q)   “Option” shall mean a U.S. Incentive Stock Option or a Non-Qualified Stock        Option to purchase shares of the Company.   (r)   “Other Stock-Based Award” shall mean any right granted under Section 6(f) of        the Plan.   (s)   “Participant” shall mean an Eligible Person designated to be granted an Award        under the Plan.   (t)   “Performance Award” shall mean any right granted under Section 6(d) of the Plan.   (u)   “Performance Goal” with respect to a Performance Award shall mean one or more        of the following performance goals, either individually, alternatively or in any        combination, applied on a corporate, subsidiary, division, business unit or line of        business basis:         •  economic value added (EVA);          •  sales or revenue;          •  income (including without limitation operating income, pre tax income and           income attributable to the Company);         •  cash flow (including without limitation free cash flow and cash flow from           operating, investing or financing activities or any combination thereof);         •  earnings (including without limitation earnings before or after taxes, earnings           before interest and taxes (EBIT), earnings before interest, taxes, depreciation           and amortization (EBITDA) and earnings (whether before or after taxes), EBIT           or EBITDA as a percentage of net sales;         •  returns (including one or more of return on actual or pro forma assets, net assets,           equity, investment, revenue, sales, capital and net capital employed, total           shareholder return (TSR) and total business return (TBR));         •  implementation, completion or achievement of critical corporate objectives or           projects, including specified milestones in the discovery, development,                                 





 






                           commercialization and/or manufacturing of one or more products or product            candidates; and          •  share price (minimum $20.00 per Share).          Each such Performance Goal may be based (i) solely by reference to absolute         results of individual performance or organizational performance at various levels         (e.g., the Company’s performance or the performance of a subsidiary, division,         business segment or business unit of the Company) or (ii) upon organizational         performance relative to the comparable performance of other companies selected         by the Committee.  To the extent consistent with Section 162(m), the Committee         may, when it establishes performance criteria, also provide for the exclusion of         charges related to an event or occurrence which the Committee determines should         appropriately be excluded, including (X) asset write downs, litigation or claim         judgments or settlements, reorganizations, the impact of acquisitions and         divestitures, restructurings, discontinued operations, extraordinary items, and other         unusual or non recurring charges, (Y) foreign exchange gains and losses or an event         either not directly related to the operations of the Company or not within the         reasonable control of the Company’s management, or (Z) the cumulative effects of         tax or accounting changes in accordance with U.S. generally accepted accounting         principles (or other accounting principles which may then be in effect).  To the         extent that Section 162(m) or applicable tax and/or securities laws change to permit         Committee discretion to alter the governing performance measures without         disclosing to shareholders and obtaining shareholder approval of such changes and         without thereby exposing the Company to potentially adverse tax or other legal         consequences, the Committee shall have the sole discretion to make such changes         without obtaining shareholder approval.    (v)   “Person” shall mean any individual or entity, including a corporation, partnership,         limited liability company, association, joint venture or trust.    (w)   “Plan” shall mean the Arbutus 2016 Omnibus Share and Incentive Plan, as         amended from time to time.    (x)   “Restricted Stock” shall mean any Share granted under Section 6(c) of the Plan.   (y)    “Restricted Stock Unit” shall mean any unit granted under Section 6(c) of the Plan         evidencing the right to receive a Share (or a cash payment equal to the Fair Market         Value of a Share) at some future date.                                





 






            (z)   “Rule 16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange               Commission under the U.S. Exchange Act, as amended, or any successor rule or               regulation.          (aa)  “Section 162(m)” shall mean Section 162(m) of the U.S. Code, or any successor               provision, and the applicable Treasury Regulations promulgated thereunder.          (bb)  “Section 409A” shall mean Section 409A of the U.S. Code, or any successor               provision, and applicable Treasury Regulations and other applicable guidance               thereunder.         (cc)   “Share” or “Shares” shall mean common shares without par value in the capital of               the Company (or such other securities or property as may become subject to Awards               pursuant to an adjustment made under Section 4(c) of the Plan).          (dd)  “Specified Employee” shall mean a specified employee as defined in Section               409A(a)(2)(B) of the U.S. Code or applicable proposed or final regulations under               Section 409A, determined in accordance with procedures established by the               Company and applied uniformly with respect to all plans maintained by the               Company that are subject to Section 409A.          (ee)  “Stock Appreciation Right” shall mean any right granted under Section 4(b) of               the Plan.          (ff)  “U.S. Code” shall mean the Internal Revenue Code of 1986 of the United States,               as amended from time to time, and any regulations promulgated thereunder.          (gg)  “U.S. Exchange Act” shall mean the Securities Exchange Act of 1934 of the United               States, as amended.          (hh)  “U.S. Incentive Stock Option” shall mean an option granted under Section 6(a) of              the Plan that is intended to meet the requirements of Section 422 of the U.S. Code              or any successor provision.   Section 3.   Administration          (a)   Power and Authority of the Committee. The Plan shall be administered by the               Committee.  Subject to the express provisions of the Plan and to applicable law, the               Committee shall have full power and authority to:  (i) designate Participants; (ii)               determine the type or types of Awards to be granted to each Participant under the               Plan; (iii) determine the number of Shares to be covered by (or the method by which       





 






                        payments or other rights are to be calculated in connection with) each Award; (iv)         determine the terms and conditions of any Award or Award Agreement, including         any terms relating to the forfeiture of any Award and the forfeiture, recapture or         disgorgement of any cash, Shares or other amounts payable with respect to any         Award; (v) amend the terms and conditions of any Award or Award Agreement,         subject to the limitations under Section 7; (vi) accelerate the exercisability of any         Award or the lapse of any restrictions relating to any Award, subject to the         limitations in Section 7, (vii) determine whether, to what extent and under what         circumstances Awards may be exercised in cash, Shares, other securities, other         Awards or other property (excluding promissory notes), or canceled, forfeited or         suspended, subject to the limitations in Section 7; (viii) determine whether, to what         extent and under what circumstances amounts payable with respect to an Award         under the Plan shall be deferred either automatically or at the election of the holder         thereof or the Committee, subject to the requirements of Section 409A;         (ix)  interpret and administer the Plan and any instrument or agreement, including         an Award Agreement, relating to the Plan; (x) establish, amend, suspend or waive        such rules and regulations and appoint such agents as it shall deem appropriate for        the proper administration of the Plan; (xi) make any other determination and take        any other action that the Committee deems necessary or desirable for the        administration of the Plan; and (xii) adopt such modifications, rules, procedures        and subplans as may be necessary or desirable to comply with provisions of the        laws of non-U.S. jurisdictions in which the Company or an Affiliate may operate,        including, without limitation, establishing any special rules for Affiliates, Eligible        Persons or Participants located in any particular country, in order to meet the        objectives of the Plan and to ensure the viability of the intended benefits of Awards        granted to Participants located in such non-United States jurisdictions.  Unless        otherwise expressly provided in the Plan, all designations, determinations,        interpretations and other decisions under or with respect to the Plan or any Award        or Award Agreement shall be within the sole discretion of the Committee, may be        made at any time and shall be final, conclusive and binding upon any Participant,        any holder or beneficiary of any Award or Award Agreement, and any employee of        the Company or any Affiliate.   (b)    Delegation. The Committee may delegate to one or more officers or Directors of         the Company, subject to such terms, conditions and limitations as the Committee         may establish in its sole discretion, the authority to grant Awards; provided,         however, that the Committee shall not delegate such authority (i) with regard to         grants of Awards to be made to officers of the Company or any Affiliate who are                                





 






                subject to Section 16 of the U.S. Exchange Act or (ii) in such a manner as would              cause the Plan not to comply with the requirements of Section 162(m), applicable              exchange rules or applicable corporate law.         (c)   Power and Authority of the Board.  Notwithstanding anything to the contrary              contained herein, (i) the Board may, at any time and from time to time, without any              further action of the Committee, exercise the powers and duties of the Committee              under the Plan, unless the exercise of such powers and duties by the Board would              cause the Plan not to comply with the requirements of Rule 16b-3 or Section              162(m); and (ii) only the Committee (or another committee of the Board comprised              of directors who qualify as independent directors within the meaning of the              independence rules of any applicable securities exchange where the Shares are then              listed) may grant Awards to Directors who are not also employees of the Company              or an Affiliate         (d)   Indemnification.  To the full extent permitted by law, (i) no member of the Board,              the Committee or any person to whom the Committee delegates authority under the              Plan shall be liable for any action or determination taken or made in good faith with              respect to the Plan or any Award made under the Plan, and (ii) the members of the              Board, the Committee and each person to whom the Committee delegates authority              under the Plan shall be entitled to indemnification by the Company with regard to              such actions and determinations.  The provisions of this paragraph shall be in              addition to such other rights of indemnification as a member of the Board, the              Committee or any other person may have by virtue of such person’s position with              the Company.   Section 4.  Shares Available for Awards         (a)   Shares Available.  Subject to adjustment as provided in Section 4(c) of the Plan, the              aggregate number of Shares that may be issued under all Awards under the Plan              shall equal 5,000,000.  The aggregate number of Shares that may be issued under              all Awards under the Plan shall be reduced by Shares subject to Awards issued under              the Plan in accordance with the Share counting rules described in Section 4(b)              below.         (b)   Counting Shares.  For purposes of this Section 4, except as set forth in this Section              4(b), if an Award entitles the holder thereof to receive or purchase Shares, the              number of Shares covered by such Award or to which such Award relates shall be       





 






                       counted on the date of grant of such Award against the aggregate number of Shares        available for granting Awards under the Plan.         (i)   Shares Added Back to Reserve.  Subject to the limitations in (ii) below, if              any Shares covered by an Award or to which an Award relates are not              purchased or are forfeited or are reacquired by the Company (including any              Awards that are settled in cash), or if an Award otherwise terminates or is              cancelled without delivery of any Shares, then the number of Shares              counted against the aggregate number of Shares available under the Plan              with respect to such Award, to the extent of any such forfeiture,              reacquisition by the Company, termination or cancellation, shall again be              available for granting Awards under the Plan.         (ii)  Shares Not Added Back to Reserve.  Notwithstanding anything to the              contrary in (i) above, the following Shares will not again become available              for issuance under the Plan: (A) any Shares which would have been issued              upon any exercise of an Option but for the fact that the exercise price was              paid by a “net exercise” pursuant to Section 6(a)(iii)(B) or any Shares              tendered in payment of the exercise price of an Option; (B) any Shares              withheld by the Company or Shares tendered to satisfy any tax withholding              obligation with respect to an Award under the Plan; (C) Shares covered by              a share-settled Stock Appreciation Right issued under the Plan that are not              issued in connection with settlement in Shares upon exercise; or (D) Shares              that are repurchased by the Company using Option exercise proceeds.         (iii) Cash-Only Awards.  Awards that do not entitle the holder thereof to receive              or purchase Shares shall not be counted against the aggregate number of              Shares available for Awards under the Plan.         (iv)  Substitute Awards Relating to Acquired Entities.  Shares issued under              Awards granted in substitution for awards previously granted by an entity              that is acquired by or merged with the Company or an Affiliate shall not be              counted against the aggregate number of Shares available for Awards under              the Plan.   (c)   Adjustments.  In the event that any dividend (other than a regular cash dividend) or        other distribution (whether in the form of cash, Shares, other securities or other        property), recapitalization, stock split, reverse stock split, reorganization, merger,        consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or                                





 






                       other securities of the Company, issuance of warrants or other rights to purchase        Shares or other securities of the Company or other similar corporate transaction or        event affects the Shares such that an adjustment is necessary in order to prevent        dilution or enlargement of the benefits or potential benefits intended to be made        available under the Plan, then the Committee shall, in such manner as it may deem        equitable, adjust any or all of (i) the number and type of Shares (or other securities        or other property) that thereafter may be made the subject of Awards, (ii) the        number and type of Shares (or other securities or other property) subject to        outstanding Awards, (iii) the purchase price or exercise price with respect to any        Award and (iv) the limitations contained in Section 4(d)(i) below; provided,        however, that the number of Shares covered by any Award or to which such Award        relates shall always be a whole number.  Such adjustment shall be made by the        Committee or the Board, whose determination in that respect shall be final, binding        and conclusive.   (d)   Award Limitations Under the Plan.  The limitation contained in this Section 4(d)        shall apply only with respect to any Award or Awards granted under this Plan, and        limitations on awards granted under any other shareholder-approved incentive plan        maintained by the Company will be governed solely by the terms of such other        plan.         (i)   Section 162(m) Limitation for Awards Denominated in Shares.  No Eligible              Person may be granted any Stock Options, Stock Appreciation Rights or              Performance Awards denominated in Shares, for more than 2,500,000              Shares (subject to adjustment as provided for in Section 4(c) of the Plan),              in the aggregate in any calendar year.         (ii)  Section 162(m) Limitation for Performance Awards Denominated in Cash.               The maximum amount payable pursuant to all Performance Awards              denominated in cash to any Eligible Person in the aggregate in any calendar              year shall be $5,000,000 in value. This limitation contained in this Section              4(d)(ii) does not apply to any Award or Awards subject to the limitation              contained in Section 4(d)(i).         (iii) Limitation Awards Granted to Non-Employee Directors.  No Director who              is not also an employee of the Company or an Affiliate may be granted any              Award or Awards denominated in Shares that exceed in the aggregate              $500,000 (such value computed as of the date of grant in accordance with              applicable financial accounting rules) in any calendar year.  The foregoing                                





 






                        limit shall not apply to any Award made pursuant to any election by the                     Director to receive an Award in lieu of all or a portion of annual and                     committee retainers and annual meeting fees.    Section 5.  Eligibility   Any Eligible Person shall be eligible to be designated as a Participant.  In determining which  Eligible Persons shall receive an Award and the terms of any Award, the Committee may take into  account the nature of the services rendered by the respective Eligible Persons, their present and  potential contributions to the success of the Company or such other factors as the Committee, in  its discretion, shall deem relevant.  Notwithstanding the foregoing, a U.S. Incentive Stock Option  may only be granted to full-time or part-time employees (which term as used herein includes,  without limitation, officers and Directors who are also employees), and a U.S. Incentive Stock  Option shall not be granted to an employee of an Affiliate unless such Affiliate is also a “subsidiary  corporation” of the Company within the meaning of Section 424(f) of the U.S. Code or any  successor provision.   Section 6.   Awards          (a)   Options.  The Committee is hereby authorized to grant Options to Eligible Persons               with the following terms and conditions and with such additional terms and               conditions not inconsistent with the provisions of the Plan as the Committee shall               determine:                (i)   Exercise Price.  The purchase price per Share purchasable under an Option                     shall be determined by the Committee and shall not be less than 100% of                     the Fair Market Value of a Share on the date of grant of such Option;                     provided, however, that the Committee may designate a purchase price                    below Fair Market Value on the date of grant if the Option is granted in                    substitution for a stock option previously granted by an entity that is                    acquired by or merged with the Company or an Affiliate.                (ii)  Option Term.  The term of each Option shall be fixed by the Committee at                     the date of grant but shall not be longer than 10 years from the date of grant.                      Notwithstanding the foregoing, the Committee may provide in the terms of                     an Option (either at grant or by subsequent modification) that, to the extent                     consistent with Section 409A, in the event that on the last business day of                     the term of an Option (other than a U.S. Incentive Stock Option) (i) the                     exercise of the Option is prohibited by applicable law or (ii) Shares may not                     be purchased or sold by certain employees or directors of the Company due       





 






                        to the “black-out period” of a Company policy or a “lock-up” agreement         undertaken in connection with an issuance of securities by the Company,         the term of the Option shall be extended for a period of not more than thirty         (30) days following the end of the legal prohibition, black-out period or         lock-up agreement.   (iii)  Time and Method of Exercise.  The Committee shall determine the time or         times at which an Option may be exercised in whole or in part and the         method or methods by which, and the form or forms, including, but not         limited to, cash, Shares (actually or by attestation), other securities, other         Awards or other property, or any combination thereof, having a Fair Market         Value on the exercise date equal to the applicable exercise price, in which,         payment of the exercise price with respect thereto may be made or deemed         to have been made.          (A)   Promissory Notes.  Notwithstanding the foregoing, the Committee               may not accept a promissory note as consideration.          (B)   Net Exercises.  The Committee may, in its discretion, permit an               Option to be exercised by delivering to the Participant a number of               Shares having an aggregate Fair Market Value (determined as of the               date of exercise) equal to the excess, if positive, of the Fair Market              Value of the Shares underlying the Option being exercised on the              date of exercise, over the exercise price of the Option for such              Shares.    (iv)  U.S. Incentive Stock Options.  Notwithstanding anything in the Plan to the         contrary, the following additional provisions shall apply to the grant of stock         options which are intended to qualify as U.S. Incentive Stock Options:          (A)   The aggregate number of Shares that may be issued under all U.S.               Incentive Stock Options under the Plan shall be 5,000,000 Shares.          (B)   The Committee will not grant U.S. Incentive Stock Options in which               the aggregate Fair Market Value (determined as of the time the               Option is granted) of the Shares with respect to which U.S. Incentive               Stock Options are exercisable for the first time by any Participant               during any calendar year (under this Plan and all other plans of the               Company and its Affiliates) shall exceed $100,000.                                





 






                              (C)   All U.S. Incentive Stock Options must be granted within ten years                     from the earlier of the date on which this Plan was adopted by the                     Board or the date this Plan was approved by the shareholders of the                     Company.                (D)   Unless sooner exercised, all U.S. Incentive Stock Options shall                     expire and no longer be exercisable no later than 10 years after the                     date of grant; provided, however, that in the case of a grant of a U.S.                     Incentive Stock Option to a Participant who, at the time such Option                     is granted, owns (within the meaning of Section 422 of the U.S.                     Code) shares possessing more than 10% of the total combined                     voting power of all classes of shares of the Company or of its                     Affiliates, such U.S. Incentive Stock Option shall expire and no                     longer be exercisable no later than five years from the date of grant.                (E)   The purchase price per Share for a U.S. Incentive Stock Option shall                     be not less than 100% of the Fair Market Value of a Share on the                     date of grant of the U.S. Incentive Stock Option; provided, however,                     that, in the case of the grant of a U.S. Incentive Stock Option to a                     Participant who, at the time such Option is granted, owns (within                     the meaning of Section 422 of the U.S. Code) shares possessing                     more than 10% of the total combined voting power of all classes of                     shares of the Company or of its Affiliates, the purchase price per                     Share purchasable under a U.S. Stock Option shall be not less than                     110% of the Fair Market Value of a Share on the date of grant of the                     U.S. Incentive Stock Option.                (F)   Any U.S. Incentive Stock Option authorized under the Plan shall                     contain such other provisions as the Committee shall deem                    advisable, but shall in all events be consistent with and contain all                    provisions required in order to qualify the Option as a U.S. Stock                    Option.   (b)    Stock Appreciation Rights.  The Committee is hereby authorized to grant Stock         Appreciation Rights to Eligible Persons subject to the terms of the Plan and any         applicable Award Agreement.  A Stock Appreciation Right granted under the Plan         shall confer on the holder thereof a right to receive upon exercise thereof the excess         of (i) the Fair Market Value of one Share on the date of exercise over (ii) the grant         price of the Stock Appreciation Right as specified by the Committee, which price                                





 






                       shall not be less than 100% of the Fair Market Value of one Share on the date of        grant of the Stock Appreciation Right; provided, however, that the Committee may        designate a grant price below Fair Market Value on the date of grant if the Stock        Appreciation Right is granted in substitution for a stock appreciation right        previously granted by an entity that is acquired by or merged with the Company or        an Affiliate.  Subject to the terms of the Plan and any applicable Award Agreement,        the grant price, term, methods of exercise, dates of exercise, methods of settlement        and any other terms and conditions of any Stock Appreciation Right shall be as        determined by the Committee (except that the term of each Stock Appreciation        Right shall be subject to the same limitations in Section 6(a)(ii) applicable to        Options).  The Committee may impose such conditions or restrictions on the        exercise of any Stock Appreciation Right as it may deem appropriate.   (c)   Restricted Stock and Restricted Stock Units.  The Committee is hereby authorized        to grant an Award of Restricted Stock and Restricted Stock Units to Eligible Persons        with the following terms and conditions and with such additional terms and        conditions not inconsistent with the provisions of the Plan as the Committee shall        determine:         (i)   Restrictions.  Shares of Restricted Stock and Restricted Stock Units shall be              subject to such restrictions as the Committee may impose (including,              without limitation, any limitation on the right to vote a Share of Restricted              Stock or the right to receive any dividend or other right or property with              respect thereto), which restrictions may lapse separately or in combination              at such time or times, in such installments or otherwise as the Committee              may deem appropriate.  Notwithstanding the foregoing, rights to dividend              or Dividend Equivalent payments shall be subject to the limitations              described in Section 6(e).         (ii)  Issuance and Delivery of Shares.  Any Restricted Stock granted under the              Plan shall be issued at the time such Awards are granted and may be              evidenced in such manner as the Committee may deem appropriate,              including book-entry registration or issuance of a share certificate or              certificates, which certificate or certificates shall be held by the Company              or held in nominee name by the share transfer agent or brokerage service              selected by the Company to provide such services for the Plan.  Such              certificate or certificates shall be registered in the name of the Participant              and shall bear an appropriate legend referring to the restrictions applicable              to such Restricted Stock.  Shares representing Restricted Stock that are no                               





 






                             longer subject to restrictions shall be delivered (including by updating the              book-entry registration) to the Participant promptly after the applicable              restrictions lapse or are waived.  In the case of Restricted Stock Units, no              Shares shall be issued at the time such Awards are granted.  Upon the lapse              or waiver of restrictions and the restricted period relating to Restricted Stock              Units evidencing the right to receive Shares, such Shares shall be issued and              delivered to the holder of the Restricted Stock Units.         (iii) Forfeiture.  Except as otherwise determined by the Committee or as              provided in an Award Agreement, upon a Participant’s termination of              employment or resignation or removal as a Director (in either case, as              determined under criteria established by the Committee) during the              applicable restriction period, all Shares of Restricted Stock and all              Restricted Stock Units held by such Participant at such time shall be              forfeited and reacquired by the Company; provided, however, that the              Committee may waive in whole or in part any or all remaining restrictions              with respect to Shares of Restricted Stock or Restricted Stock Units.   (d)   Performance Awards.  The Committee is hereby authorized to grant to Eligible        Persons Performance Awards that are intended to be “qualified performance-based        compensation” within the meaning of Section 162(m).  A Performance Award        granted under the Plan (i) may be denominated or payable in cash, Shares        (including, without limitation, Restricted Stock and Restricted Stock Units), other        securities, other Awards or other property and (ii) shall confer on the holder thereof       the right to receive payments, in whole or in part, upon the achievement of one or       more objective Performance Goals during such performance periods as the       Committee shall establish.  Subject to the terms of the Plan, the Performance Goals       to be achieved during any performance period, the length of any performance       period, the amount of any Performance Award granted, the amount of any payment       or transfer to be made pursuant to any Performance Award and any other terms and        conditions of any Performance Award shall be determined by the Committee.        Performance Awards shall be conditioned solely on the achievement of one or more        objective Performance Goals established by the Committee within the time        prescribed by Section 162(m), and shall otherwise comply with the requirements of        Section 162(m), as described below; provided, however, that to the extent a        Performance Goal is based on share price, such Performance Goal shall include a        minimum threshold share price of at least $20.00 per Share (subject to adjustment        made under Section 4(c) of the Plan).                                





 






                       (i)   Timing of Designations; Duration of Performance Periods.  For each              Performance Award, the Committee shall, not later than 90 days after the              beginning of each performance period, (i) designate all Participants for such              performance period and (ii) establish the objective performance factors for              each Participant for that performance period on the basis of one or more of              the Performance Goals, the outcome of which is substantially uncertain at              the time the Committee actually establishes the Performance Goal.  The              Committee shall have sole discretion to determine the applicable              performance period, provided that in the case of a performance period less              than 12 months, in no event shall a performance goal be considered to be              pre-established if it is established after 25% of the performance period (as              scheduled in good faith at the time the Performance Goal is established) has              elapsed.  To the extent required under Section 162(m), the terms of the              objective performance factors must preclude discretion to increase an              amount paid in connection with an Award, but may permit discretion to              reduce such amount.         (ii)  Certification.  Following the close of each performance period and prior to              payment of any amount to a Participant with respect to a Performance              Award, the Committee shall certify in writing as to the attainment of all              factors (including the performance factors for a Participant) upon which any              payments to a Participant for that performance period are to be based.   (e)   Dividend Equivalents.  The Committee is hereby authorized to grant Dividend        Equivalents to Eligible Persons under which the Participant shall be entitled to        receive payments (in cash, Shares, other securities, other Awards or other property        as determined in the discretion of the Committee) equivalent to the amount of cash        dividends paid by the Company to holders of Shares with respect to a number of        Shares determined by the Committee.  Subject to the terms of the Plan and any        applicable Award Agreement, such Dividend Equivalents may have such terms and        conditions as the Committee shall determine.  Notwithstanding the foregoing, (i)        the Committee may not grant Dividend Equivalents to Eligible Persons in        connection with grants of Options, Stock Appreciation Rights or other Awards the        value of which is based solely on an increase in the value of the Shares after the        date of grant of such Award, and (ii) no dividend or Dividend Equivalent payments        shall be made to a Participant with respect to any Performance Award or other        Award subject to performance-based vesting conditions prior to the date on which       all conditions or restrictions relating to such Award (or portion thereof to which the       dividend or Dividend Equivalent relates) have been satisfied, waived or lapsed.                               





 






                 (f)   Other Stock-Based Awards.  The Committee is hereby authorized to grant to        Eligible Persons such other Awards that are denominated or payable in, valued in        whole or in part by reference to, or otherwise based on or related to, Shares        (including, without limitation, securities convertible into Shares), as are deemed by        the Committee to be consistent with the purpose of the Plan.  The Committee shall        determine the terms and conditions of such Awards, subject to the terms of the Plan        and any applicable Award Agreement.  No Award issued under this Section 6(f)        shall contain a purchase right or an option-like exercise feature.   (g)   General.         (i)   Consideration for Awards.  Awards may be granted for no cash              consideration or for any cash or other consideration as may be determined              by the Committee or required by applicable law.         (ii)  Awards May Be Granted Separately or Together.  Awards may, in the              discretion of the Committee, be granted either alone or in addition to, in              tandem with or in substitution for any other Award or any award granted              under any other plan of the Company or any Affiliate.  Awards granted in              addition to or in tandem with other Awards or in addition to or in tandem              with awards granted under any other plan of the Company or any Affiliate              may be granted either at the same time as or at a different time from the              grant of such other Awards or awards.         (iii) Forms of Payment under Awards.  Subject to the terms of the Plan and of              any applicable Award Agreement, payments or transfers to be made by the              Company or an Affiliate upon the grant, exercise or payment of an Award              may be made in such form or forms as the Committee shall determine              (including, without limitation, cash, Shares, other securities (but excluding              promissory notes), other Awards or other property or any combination              thereof), and may be made in a single payment or transfer, in installments              or on a deferred basis, in each case in accordance with rules and procedures              established by the Committee.  Such rules and procedures may include,              without limitation, provisions for the payment or crediting of reasonable              interest on installment or deferred payments or the grant or crediting of              Dividend Equivalents with respect to installment or deferred payments.         (iv)  Limits on Transfer of Awards.  Except as otherwise provided by the              Committee in its discretion and subject to such additional terms and                                





 






                       conditions as it determines, no Award (other than fully vested and        unrestricted Shares issued pursuant to any Award) and no right under any        such Award shall be transferable by a Participant other than by will or by        the laws of descent and distribution, and no Award (other than fully vested        and unrestricted Shares issued pursuant to any Award) or right under any        such Award may be pledged, alienated, attached or otherwise encumbered,        and any purported pledge, alienation, attachment or encumbrance thereof        shall be void and unenforceable against the Company or any Affiliate.         Where the Committee does permit the transfer of an Award other than a        fully vested and unrestricted Share, such permitted transfer shall be for no        value and in accordance with the rules of Form S-8.  The Committee may        also establish procedures as it deems appropriate for a Participant to        designate a person or persons, as beneficiary or beneficiaries, to exercise        the rights of the Participant and receive any property distributable with        respect to any Award in the event of the Participant’s death.   (v)   Restrictions; Securities Exchange Listing.  All Shares or other securities        delivered under the Plan pursuant to any Award or the exercise thereof shall        be subject to such restrictions as the Committee may deem advisable under        the Plan, applicable federal or state securities laws and regulatory        requirements, and the Committee may cause appropriate entries to be made        with respect to, or legends to be placed on the certificates for, such Shares        or other securities to reflect such restrictions.  The Company shall not be        required to deliver any Shares or other securities covered by an Award        unless and until the requirements of any federal or state securities or other        laws, rules or regulations (including the rules of any securities exchange) as        may be determined by the Company to be applicable are satisfied.   (vi)  Prohibition on Option and Stock Appreciation Right Repricing. Except as        provided in Section 4(c) hereof, the Committee may not, without prior        approval of the Company’s shareholders, seek to effect any re-pricing of        any previously granted, “underwater” Option or Stock Appreciation Right        by:  (i) amending or modifying the terms of the Option or Stock        Appreciation Right to lower the exercise price; (ii) canceling the underwater        Option or Stock Appreciation Right and granting either (A) replacement        Options or Stock Appreciation Rights having a lower exercise price; or (B)        Restricted Stock, Restricted Stock Units, Performance Award or Other        Stock-Based Award in exchange; or (iii) cancelling or repurchasing the        underwater Option or Stock Appreciation Right for cash or other securities.                                





 






                       An Option or Stock Appreciation Right will be deemed to be “underwater”        at any time when the Fair Market Value of the Shares covered by such        Award is less than the exercise price of the Award.   (vii) Section 409A Provisions.  Notwithstanding anything in the Plan or any        Award Agreement to the contrary, to the extent that any amount or benefit        that constitutes “deferred compensation” to a Participant under Section        409A and applicable guidance thereunder is otherwise payable or        distributable to a Participant under the Plan or any Award Agreement solely        by reason of the occurrence of a Change in Control or due to the        Participant’s disability or “separation from service” (as such term is defined        under Section 409A), such amount or benefit will not be payable or        distributable to the Participant by reason of such circumstance unless the        Committee determines in good faith that (i) the circumstances giving rise to        such Change in Control, disability or separation from service meet the        definition of a Change in Control, disability, or separation from service, as        the case may be, in Section 409A(a)(2)(A) of the U.S. Code and applicable        proposed or final regulations, or (ii) the payment or distribution of such        amount or benefit would be exempt from the application of Section 409A        by reason of the short-term deferral exemption or otherwise.  Any payment        or distribution that otherwise would be made to a Participant who is a        Specified Employee (as determined by the Committee in good faith) on        account of separation from service may not be made before the date which        is six months after the date of the Specified Employee’s separation from        service (or if earlier, upon the Specified Employee’s death) unless the        payment or distribution is exempt from the application of Section 409A by        reason of the short-term deferral exemption or otherwise.   (viii) Acceleration of Vesting or Exercisability – Performance Awards.  Award        Agreements may provide that, in the event a Participant’s employment is        terminated without Cause or a Participant resigns for Good Reason at any        time during the 12-month period following a Change in Control, all        Performance Awards shall be considered to be earned and payable based on        implementation, completion or achievement of performance goals or based        on target performance (either in full or pro rata based on the portion of        Performance Period completed as of the date of the Change in Control), and        any limitations or other restrictions shall lapse and such Performance       Awards shall be immediately settled or distributed; provided, however that       no Award Agreement shall accelerate the exercisability of any Award or                               





 






                       result in the lapse of restrictions relating to any Award in connection with a        Change in Control unless such acceleration occurs upon the consummation       of (or effective immediately prior to the consummation of, provided that the       consummation subsequently occurs) such Change in Control.   (ix)  Ceasing to be an Eligible Person – Vesting of Options and Stock        Appreciation Rights. Except as otherwise determined by the Committee, all        Options and Stock Appreciation Rights will cease to vest as at the date upon        which the Participant ceases to be an Eligible Person; provided, however,        that in the event of the death of the Participant prior to the Participant        ceasing to be an Eligible Person, all Options and Stock Appreciation Rights        of such Participant shall become immediately vested.   (x)   Ceasing to be an Eligible Person – Termination of Options and Stock        Appreciation Rights.  Except as otherwise determined by the Committee,        each Option and Stock Appreciation Right granted pursuant to this Plan        will, subject to the provisions of this Plan, expire automatically on the        earlier of: (A) in the event the Participant ceases to be an Eligible Person        for any reason, other than the death of the Participant or the termination of        the Participant for Cause, such period of time after the date on which the        Participant ceases to be an Eligible Person as may be (i) specified by the        Committee, or (ii) set out in an agreement among the Participant and the        Company; provided, however, that in the absence of such a specification or        agreement, will be deemed to be the date that is three months following the        Participant ceasing to be an Eligible Person; (B) in the event of the        termination of the Participant as a director, officer, employee or consultant        of the Company or an Affiliate for Cause, the date of such termination; (C)        in the event of the death of a Participant prior to: (i) the Participant ceasing        to be an Eligible Person; or (ii) the date which is the number of days        specified by the Committee pursuant to subparagraph (A) above from the        date on which the Participant ceased to be an Eligible Person, the date which        is one year after the date of death of such Participant or such other date as        may be specified by the Committee and which period will be specified in        the Award Agreement with the Participant with respect to such Option or        Stock Appreciation Right; provided, however, that, notwithstanding the        foregoing provisions of subparagraphs (A), (B) and (C) of this Section        6(g)(ix), the Committee may, subject Section 7 of this Plan, at any time prior        to expiry of an Option or Stock Appreciation Right, extend the period of        time within which an Option or Stock Appreciation Right may be exercised                               





 






                      by a Participant who has ceased to be an Eligible Person, but any such                    extension shall not be granted beyond the original expiry date of such                    Option or Stock Appreciation Right as provided for in Section 6(a) and 6(b)                    above, as applicable.               (xi)  Termination of a Participant for Cause. Notwithstanding any other provision                    of this Plan, in the case of a Participant’s termination for Cause, any and all                    then outstanding Awards granted to such Participant, whether or not vested,                    shall be immediately forfeited and cancelled, without any consideration                    therefore, and any and all rights of such Participant with respect to or arising                    from this Plan shall terminate, as of the commencement of the date that                    notice of such termination is given, without regard to any period of                    reasonable notice or any salary continuance, except as otherwise determined                    by the Committee.   Section 7.  Amendment and Termination; Corrections         (a)   Amendments to the Plan and Awards.  The Board may from time to time amend,              suspend or terminate this Plan, and the Committee may amend the terms of any              previously granted Award, provided that no amendment to the terms of any              previously granted Award may, (except as expressly provided in the Plan)              materially and adversely alter or impair the terms or conditions of the Award              previously granted to a Participant under this Plan without the written consent of              the Participant or holder thereof.  Any amendment to this Plan, or to the terms of              any Award previously granted, is subject to compliance with all applicable laws,             rules, regulations and policies of any applicable governmental entity or securities             exchange, including receipt of any required approval from the governmental entity             or stock exchange.  For greater certainty and without limiting the foregoing, the             Board may amend, suspend, terminate or discontinue the Plan, and the Committee             may amend or alter any previously granted Award, as applicable, without obtaining             the approval of shareholders of the Company in order to:               (i)   amend the eligibility for, and limitations or conditions imposed upon,                    participation in the Plan;               (ii)  amend any terms relating to the granting or exercise of Awards, including                    but not limited to terms relating to the amount and payment of the exercise                    price, or the vesting, expiry, assignment or adjustment of Awards, or       





 






                        otherwise waive any conditions of or rights of the Company under any         outstanding Award, prospectively or retroactively;    (iii) make changes that are necessary or desirable to comply with applicable         laws, rules, regulations and policies of any applicable governmental entity         or stock exchange (including amendments to Awards necessary or desirable         to avoid any adverse tax results under Section 409A), and no action taken         to comply shall be deemed to impair or otherwise adversely alter or impair         the rights of any holder of an Award or beneficiary thereof; or    (iv)  amend any terms relating to the administration of the Plan, including the         terms of any administrative guidelines or other rules related to the Plan.    For greater certainty, prior approval of the shareholders of the Company shall be   required for any amendment to the Plan or an Award that would:    (i)   require shareholder approval under the rules or regulations of the Securities         and Exchange Commission, the National Association of Securities Dealers         Inc. Automated Quotation System (NASDAQ) or any other securities         exchange that are applicable to the Company;    (ii)  increase the number of shares authorized under the Plan as specified in         Section 4(a) of the Plan;   (iii)  increase the number of shares or value subject to the limitations contained         in Section 4(d) of the Plan or otherwise cause the Section 162(m) exemption         for qualified performance-based compensation to become unavailable with         respect to the Plan;    (iv)  permit repricing of Options or Stock Appreciation Rights, which is currently         prohibited by Section 6(g)(vi) of the Plan;    (v)   permit the award of Options or Stock Appreciation Rights at a price less         than 100% of the Fair Market Value of a Share on the date of grant of such         Option or Stock Appreciation Right, contrary to the provisions of Section         6(a)(i) and Section 6(b) of the Plan; or   (vi)   increase the maximum term permitted for Options and Stock Appreciation         Rights as specified in Section 6(a)(ii) and Section 6(b).                                 





 






                  (b)   Corporate Transactions.  In the event of any reorganization, merger, consolidation,         split-up, spin-off, combination, plan of arrangement, take-over bid or tender offer,         repurchase or exchange of Shares or other securities of the Company or any other         similar corporate transaction or event involving the Company (or the Company         shall enter into a written agreement to undergo such a transaction or event), the         Committee or the Board may, in its sole discretion, provide for any of the following         to be effective upon the consummation of the event (or effective immediately prior         to the consummation of the event, provided that the consummation of the event         subsequently occurs), and no action taken under this Section 7(b) shall be deemed         to impair or otherwise adversely alter the rights of any holder of an Award or         beneficiary thereof:          (i)   either (A) termination of the Award, whether or not vested, in exchange for               an amount of cash and/or other property, if any, equal to the amount that               would have been attained upon the exercise of the Award or realization of               the Participant’s rights (and, for the avoidance of doubt, if, as of the date of               the occurrence of the transaction or event described in this               Section 7(b)(i)(A), the Committee or the Board determines in good faith               that no amount would have been attained upon the exercise of the Award or              realization of the Participant’s rights, then the Award may be terminated by              the Company without any payment) or (B) the replacement of the Award              with other rights or property selected by the Committee or the Board, in its              sole discretion;         (ii)   that the Award be assumed by the successor or survivor corporation, or a               parent or subsidiary thereof, or shall be substituted for by similar options,               rights or awards covering the shares of the successor or survivor               corporation, or a parent or subsidiary thereof, with appropriate adjustments               as to the number and kind of shares and prices;          (iii) that, subject to Section 6(g)(viii), the Award shall be exercisable or payable               or fully vested with respect to all Shares covered thereby, notwithstanding               anything to the contrary in the applicable Award Agreement; or          (iv)  that the Award cannot vest, be exercised or become payable after a date               certain in the future, which may be the effective date of the event.   (c)    Correction of Defects, Omissions and Inconsistencies.  The Committee may,         without prior approval of the shareholders of the Company,  correct any defect,                                





 






                  supply any omission or reconcile any inconsistency in the Plan or in any Award or               Award Agreement in the manner and to the extent it shall deem desirable to               implement or maintain the effectiveness of the Plan.   Section 8.   Income Tax Withholding    In order to comply with all applicable federal, state, local or foreign income tax laws or regulations,   the Company may take such action as it deems appropriate to ensure that all applicable federal,   state, local or foreign payroll, withholding, income or other taxes, which are the sole and absolute   responsibility of a Participant, are withheld or collected from such Participant.  In order to assist a   Participant in paying all or a portion of the applicable taxes to be withheld or collected upon   exercise or receipt of (or the lapse of restrictions relating to) an Award, the Committee, in its   discretion and subject to such additional terms and conditions as it may adopt, may permit the   Participant to satisfy such tax obligation by (a) electing to have the Company withhold a portion   of the Shares otherwise to be delivered upon exercise or receipt of (or the lapse of restrictions   relating to) such Award with a Fair Market Value equal to the amount of such taxes (but only to   the extent necessary to satisfy minimum statutory withholding requirements if required by ASC   Topic 718 to avoid adverse accounting treatment) or (b) delivering to the Company Shares other   than Shares issuable upon exercise or receipt of (or the lapse of restrictions relating to) such Award   with a Fair Market Value equal to the amount of such taxes.  The election, if any, must be made on   or before the date that the amount of tax to be withheld is determined.    Section 9.  General Provisions          (a)   Currency.  Unless otherwise specified, all currency amounts are stated in United               States dollars.          (b)   No Rights to Awards.  No Eligible Person, Participant or other Person shall have               any claim to be granted any Award under the Plan, and there is no obligation for               uniformity of treatment of Eligible Persons, Participants or holders or beneficiaries               of Awards under the Plan.  The terms and conditions of Awards need not be the               same with respect to any Participant or with respect to different Participants.          (c)   Award Agreements.  No Participant shall have rights under an Award granted to               such Participant unless and until an Award Agreement shall have been signed by               the Participant (if requested by the Company), or until such Award Agreement is               delivered and accepted through an electronic medium in accordance with               procedures established by the Company.  An Award Agreement need not be signed               by a representative of the Company unless required by the Committee.  Each Award               Agreement shall be subject to the applicable terms and conditions of the Plan and       





 






                       any other terms and conditions (not inconsistent with the Plan) determined by the        Committee.   (d)   Plan Provisions Prevail.  In the event that any provision of an Award Agreement        conflicts with or is inconsistent in any respect with the terms of the Plan as set forth        herein or subsequently amended, the terms of the Plan shall prevail.   (e)   No Rights of Shareholders.  Except with respect to Shares issued under Awards (and        subject to such conditions as the Committee may impose on such Awards pursuant        to Section 6(c)(i) or Section 6(e)), neither a Participant nor the Participant’s legal        representative shall be, or have any of the rights and privileges of, a shareholder of        the Company with respect to any Shares issuable upon the exercise or payment of        any Award, in whole or in part, unless and until such Shares have been issued.   (f)   No Limit on Other Compensation Arrangements.  Nothing contained in the Plan        shall prevent the Company or any Affiliate from adopting or continuing in effect        other or additional compensation plans or arrangements, and such plans or        arrangements may be either generally applicable or applicable only in specific        cases.   (g)   No Right to Employment.  The grant of an Award shall not be construed as giving a        Participant the right to be retained as an employee of the Company or any Affiliate,        nor will it affect in any way the right of the Company or an Affiliate to terminate a        Participant’s employment at any time, with or without Cause, in accordance with        applicable law.  In addition, the Company or an Affiliate may at any time dismiss a        Participant from employment free from any liability or any claim under the Plan or        any Award, unless otherwise expressly provided in the Plan or in any Award        Agreement.  Nothing in this Plan shall confer on any person any legal or equitable        right against the Company or any Affiliate, directly or indirectly, or give rise to any        cause of action at law or in equity against the Company or an Affiliate.  Under no        circumstances shall any person ceasing to be an employee of the Company or any        Affiliate be entitled to any compensation for any loss of any right or benefit under        the Plan which such employee might otherwise have enjoyed but for termination of        employment, whether such compensation is claimed by way of damages for        wrongful or unfair dismissal, breach of contract or otherwise.  By participating in        the Plan, each Participant shall be deemed to have accepted all the conditions of the        Plan and the terms and conditions of any rules and regulations adopted by the        Committee and shall be fully bound thereby.                                





 






                 (h)   Governing Law.  The internal law, and not the law of conflicts, of the Province of        British Columbia, Canada shall govern all questions concerning the validity,        construction and effect of the Plan or any Award, and any rules and regulations        relating to the Plan or any Award.   (i)   Severability.  If any provision of the Plan or any Award is or becomes or is deemed        to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the        Plan or any Award under any law deemed applicable by the Committee, such        provision shall be construed or deemed amended to conform to applicable laws, or        if it cannot be so construed or deemed amended without, in the determination of        the Committee, materially altering the purpose or intent of the Plan or the Award,        such provision shall be stricken as to such jurisdiction or Award, and the remainder        of the Plan or any such Award shall remain in full force and effect.   (j)   No Trust or Fund Created.  Neither the Plan nor any Award shall create or be        construed to create a trust or separate fund of any kind or a fiduciary relationship        between the Company or any Affiliate and a Participant or any other Person.  To        the extent that any Person acquires a right to receive payments from the Company        or any Affiliate pursuant to an Award, such right shall be no greater than the right        of any unsecured general creditor of the Company or any Affiliate.   (k)   Other Benefits.  No compensation or benefit awarded to or realized by any        Participant under the Plan shall be included for the purpose of computing such        Participant’s compensation or benefits under any pension, retirement, savings,        profit sharing, group insurance, disability, severance, termination pay, welfare or        other benefit plan of the Company, unless required by law or otherwise provided        by such other plan.   (l)   No Fractional Shares.  No fractional Shares shall be issued or delivered pursuant        to the Plan or any Award, and the Committee shall determine whether cash shall be        paid in lieu of any fractional Share or whether such fractional Share or any rights        thereto shall be canceled, terminated or otherwise eliminated.   (m)   Headings.  Headings are given to the sections and subsections of the Plan solely as        a convenience to facilitate reference.  Such headings shall not be deemed in any        way material or relevant to the construction or interpretation of the Plan or any        provision thereof.                                                     





 






    Section 10. Clawback or Recoupment   All Awards under this Plan shall be subject to any applicable law, rule or regulation or applicable  stock exchange rule, including, without limitation, Section 304 of the Sarbanes-Oxley Act of 2002,  Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any  applicable stock exchange listing rule adopted pursuant thereto. Awards may be granted with  additional clawback or recoupment conditions or provisions as may be determined by the  Committee.   Section 11. Effective Date of the Plan   This Plan, which was adopted by the Board on April 5 2016 and approved by the shareholders of  the Company at the annual meeting of shareholders of the Company held on May 19, 2016, is  effective as of and from the date of such shareholder approval (the “Effective Date”).  For the  avoidance of doubt, the provisions of subparagraphs 6(g)(ix), (x) and (xi) of this Plan, which were  adopted by the Committee on May 9, 2019 to provide for the memorialization in this Plan of those  terms and conditions that applied to Awards granted under this Plan since the Effective Date, are  also effective as of and from the Effective Date notwithstanding the actual date of grant of any  applicable Award Agreement.   Section 12. Term of the Plan   No Award shall be granted under the Plan, and the Plan shall terminate, on the tenth anniversary  of the Effective Date, or any earlier date of discontinuation or termination established pursuant to  Section 7(a) of the Plan; provided, however, that no Performance Award shall be granted under the  Plan after the first shareholder meeting to occur in the fifth year following the year in which  shareholders approved the Performance Goals unless and until the Performance Goals or the Plan  is re-approved by the shareholders.  Unless otherwise expressly provided in the Plan or in an  applicable Award Agreement, any Award theretofore granted may extend beyond such dates, and  the authority of the Committee provided for hereunder with respect to the Plan and any Awards,  and the authority of the Board to amend the Plan, shall extend beyond the termination of the Plan.                                 





 






                               AMENDMENT NO. 1 TO THE                      ARBUTUS BIOPHARMA CORPORATION                    2016 OMNIBUS SHARE AND INCENTIVE PLAN          The Arbutus Biopharma Corporation 2016 Omnibus Share and Incentive Plan, as  supplemented (the “Plan”), is hereby amended (this “Amendment”) as set forth below, effective  as of the date of adoption of this Amendment by the Board of Directors (the “Board”) of Arbutus  Biopharma Corporation (the “Company”).          1. Section 6(e).  The last sentence of Section 6(e) of the Plan is hereby amended and            restated to read in its entirety as follows:                        “Notwithstanding the foregoing, (i) the Committee may not grant Dividend            Equivalents to Eligible Persons in connection with grants of Options, Stock            Appreciation Rights or other Awards the value of which is based solely on an increase            in the value of the Shares after the date of grant of such Award, and (ii) no dividend or            Dividend Equivalent payments shall be made to a Participant with respect to any            Award prior to the date on which all vesting conditions or restrictions relating to such            Award (or portion thereof to which the dividend or Dividend Equivalent relates) have            been satisfied, waived or lapsed.”            2. Section 6(g).  Section 6(g)(viii) of the Plan is hereby removed in its entirety.  Sections            6(g)(ix), (x) and (xi) of the Plan are hereby renumbered to Sections 6(g)(viii), (ix) and            (x), respectively.                      3. Section 7(b).  Section 7(b) of the Plan is hereby amended and restated to read in its            entirety as follows:                        “Change in Control. Upon the effective time of a Change in Control, except as            otherwise provided in an applicable Award Agreement or in another written            agreement with a Participant, the parties to the Change in Control may agree that            Awards shall be assumed, continued or substituted for by the successor entity, with            appropriate adjustments as to the number and kind of shares and prices subject to the            Award.  Except as otherwise provided in an applicable Award Agreement or in            another written agreement with a Participant, if, within twelve (12) months following            a Change in Control in which a Participant’s Awards are assumed, continued or            substituted for by the successor entity, the Participant’s status as a service provider is            terminated without Cause by the Company or an Affiliate (or a successor company of            the Company or such Affiliate), excluding, for such purposes, a transfer of            employment or service by the service provider between or among the Company and            one or more Affiliates, then all of the Participant’s outstanding Awards shall become            fully vested and exercisable as of the moment immediately prior to such termination.                        In the event Awards are not assumed, continued or substituted for by the successor            entity in a Change in Control, upon the effective time of the Change in Control, the            Plan and all Awards shall terminate.  In the event of such termination, except as       





 






                     otherwise may be provided in an applicable Award Agreement or in another written      agreement with a Participant, all Options and Stock Appreciation Rights with time-     based vesting conditions or restrictions shall become fully exercisable as of the      effective time of the Change in Control, all other Awards with time-based vesting     conditions or restrictions shall become fully vested and nonforfeitable as of the     effective time of the Change in Control, and all Awards with conditions and     restrictions relating to the attainment of performance goals shall be deemed to vest     and become nonforfeitable as of the effective time of the Change in Control assuming     the higher of (i) achievement of all relevant performance goals at the “target” level     (prorated based upon the length of time within the performance period that elapsed     prior to the Change in Control) or (ii) actual achievement as of a date reasonably     proximal to the date of the consummation of the Change in Control, as determined by     the Committee or the Board in its sole discretion.  For purposes of clause (ii) of the     preceding sentence, if, based on the discretion of the Committee or the Board, actual     achievement is not determinable, the relevant performance goals shall be deemed to     have been achieved at the “target” level (prorated based upon the length of time     within the performance period that elapsed prior to the Change in Control).  In     addition, in the event of such termination, the Committee or the Board shall have the     option, in its sole discretion, (a) to make or provide for a payment, in cash or in kind,     to Participants holding Options and Stock Appreciation Rights equal to the difference     between the per share consideration paid in the Change in Control transaction and the     exercise price or grant price, as applicable, of the Options or Stock Appreciation     Rights and/or (b) to provide that each Participant shall be permitted, within a     specified period of time prior to the Change in Control, to exercise all outstanding     Options and Stock Appreciation Rights, to the extent then exercisable.  For purposes     of clause (a) of the preceding sentence, if the exercise price or grant price, as     applicable, of any Option or Stock Appreciation Right is equal to or greater than the     per share consideration paid in the Change in Control transaction, the Committee or     the Board may, in its sole discretion, cancel the Option or Stock Appreciation Right     without the payment of consideration therefor. The Committee or the Board shall also     have the option, in its sole discretion, to make or provide for a payment, in cash or in     kind, to holders of other Awards in an amount equal to the per share consideration     paid in the Change in Control transaction multiplied by the number of vested Shares     subject to the Award.”                4. Section 11.  The references to Sections 6(g)(ix), (x) and (xi) in Section 11 of the Plan      are hereby changed to Sections 6(g)(viii), (ix) and (x), respectively.                  5. The Plan shall otherwise be unchanged by this Amendment.                                                                     





 






          To record adoption of this Amendment of the Plan by the Board as of April 22, 2020, the  Company has caused its authorized officer to execute this Amendment to the Plan.                                              ARBUTUS BIOPHARMA CORPORATION                                              By:_/s/ William H. Collier____________________                                           William H. Collier                                           President and Chief Executive Officer                                 





 






                               AMENDMENT NO. 2 TO THE                      ARBUTUS BIOPHARMA CORPORATION                    2016 OMNIBUS SHARE AND INCENTIVE PLAN          The Arbutus Biopharma Corporation 2016 Omnibus Share and Incentive Plan, as  supplemented and amended (the “Plan”), is hereby amended (this “Amendment”) as set forth  below, effective as of the date of adoption of this Amendment by the Board of Directors (the  “Board”) of Arbutus Biopharma Corporation (the “Company”), subject to the approval of this  Amendment by the shareholders of the Company, as provided below.          1. Section 4(a).  The first sentence of Section 4(a) of the Plan is hereby amended and            restated to read in its entirety as follows:                        “Subject to adjustment as provided in Section 4(c) of the Plan, the aggregate number            of Shares that may be issued under all Awards under the Plan shall equal 8,000,000.”          2. Section 6(a)(iv)(A).  Section 6(a)(iv)(A) of the Plan is hereby amended and restated            to read in its entirety as follows:                        “The aggregate number of Shares that may be issued under all U.S. Incentive Stock            Options under the Plan shall be 8,000,000 Shares.”            3. The Plan shall otherwise be unchanged by this Amendment.                     4. This Amendment is adopted subject to approval by the shareholders of the Company            at the Company’s 2020 annual general meeting of shareholders on May 28, 2020 (the            “Annual Meeting”).  If the shareholders fail to approve this Amendment at the            Annual Meeting, the Plan shall continue in existence in accordance with its terms.            To record adoption of this Amendment of the Plan by the Board as of April 22, 2020, and   approval of this Amendment by the shareholders on May 28, 2020, the Company has caused its   authorized officer to execute this Amendment to the Plan.                                                ARBUTUS BIOPHARMA CORPORATION                                                By:_/s/ William H. Collier____________________                                            William H. Collier                                            President and Chief Executive Officer