Northern Dynasty Minerals Ltd.: Exhibit 4.03 - Filed by newsfilecorp.com





NORTHERN DYNASTY MINERALS LTD. 
2015 NON-EMPLOYEE
DIRECTORS DEFERRED SHARE UNIT PLAN

	1. 	
      PURPOSE OF THE PLAN

	 	 	 	 
	1.1 	
      This Plan has been established by the Corporation to
      promote the interests of the Corporation by attracting and retaining
      qualified persons to serve on the Board and to promote a greater alignment
      of long term interests between such Participants and the shareholders of
      the Corporation.

	 	 	 	 
	2. 	
      PLAN DEFINITIONS AND INTERPRETATIONS

	 	 	 	 
		
      In this Plan, the following terms have the following
      meanings:

	 	 	 	 
		(a) 	
      “Account” means an account maintained for each
      Participant on the books of the Corporation which will be credited with
      Deferred Share Units, in accordance with the terms of the Plan.

	 	 	 	 
		(b) 	
      “Applicable Law” means any applicable provision of
      law, domestic or foreign, including, without limitation, applicable
      securities legislation, together with all regulations, rules, policy
      statements, rulings, notices, orders or other instruments promulgated
      thereunder and Stock Exchange Rules.

	 	 	 	 
		(c) 	
      “Board” means the Board of Directors of the
      Corporation.

	 	 	 	 
		(d) 	
      Change of Control” means:

	 	 	 	 
			(i) 	
      the acquisition whether directly or indirectly, by a
      person or company, or any persons or companies acting jointly or in
      concert (as determined in accordance with the Securities Act (British
      Columbia) and the rules and regulations thereunder) of voting securities
      of the Corporation which, together with any other voting securities of the
      Corporation held by such person or company or persons or companies,
      constitute, in the aggregate, more than 50% of all outstanding voting
      securities of the Corporation;

	 	 	 	 
			(ii) 	
      (an amalgamation, arrangement or other form of business
      combination of the Corporation with another company which results in the
      holders of voting securities of that other company holding, in the
      aggregate, 50% or more of all outstanding voting securities of the
      Corporation (including a merged or successor company) resulting from the
      business combination; or







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	 		(iii) 	
      the sale, lease or exchange of all or substantially all
      of the property of the Corporation to another person, other than a
      subsidiary of the Corporation or other than in the ordinary course of
      business of the Corporation;

	 	 	 	 
	 	(e) 	
      “Committee” means the Compensation Committee of
      the Board.

	 	 	 	 
	 	(f) 	
      “Common Shares” means common shares of the
      Corporation and includes any securities of the Corporation into which such
      Common Shares may be converted, reclassified, redesignated, subdivided,
      consolidated, exchanged or otherwise changed, pursuant to a Reorganization
      or otherwise.

	 	 	 	 
	 	(g) 	
      “Corporation” means Northern Dynasty Minerals Ltd.
      and its respective successors and assigns, and any reference in the Plan
      to action by the Corporation means action by or under the authority of the
      Board or any person or committee that has been designated for the purpose
      by the Board including, without limitation, the Committee.

	 	 	 	 
	 	(h) 	
      “DSU” or “Deferred Share Unit” means a unit
      credited to a Participant by way of a bookkeeping entry in the books of
      the Corporation pursuant to this Plan, the value of which is equivalent in
      value to a Common Share.

	 	 	 	 
	 	(i) 	
      “Grant” means any Deferred Share Unit credited to
      the Account of a Participant.

	 	 	 	 
	 	(j) 	
      “Insider” has the meaning provided for purposes of
      the TSX relating to Security Based Compensation Arrangements.

	 	 	 	 
	 	(k) 	
      “Notice of Redemption” means written notice, on a
      prescribed form, by the Participant, or the administrator or liquidator of
      the estate of the Participant, to the Corporation of the Participant’s
      wish to redeem his or her Deferred Share Units.

	 	 	 	 
	 	(l) 	
      “Participant” means a director of the Corporation
      who is designated by the Committee as eligible to participate in the
      Plan.

	 	 	 	 
	 	(m) 	
      “Plan” means this 2015 Non-Employee Directors
      Deferred Share Unit Plan.

	 	 	 	 
	 	(n) 	
      “Redemption Date” means the date that a Notice of
      Redemption is received by the Corporation; provided in the case of a U.S.
      Eligible Participant, however, the Redemption Date will be made the
      earlier of (i) “separation from service” within the meaning of Section
      409A of the Code, or (ii) within 90 days of the U.S. Eligible
      Participant’s death.

	 	 	 	 
	 	(o) 	
      “Reorganization” means any (i) capital
      reorganization, (ii) merger, (iii) amalgamation, or (iv) arrangement or
      other scheme of reorganization.







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		(p) 	
      “Section 409A” means Section 409A of the U.S.
      Internal Revenue Code of 1986, as amended, and the Treasury
      Regulations promulgated thereunder as in effect from time to
  time.

	 	 	 	 
		(q) 	
      “Security Based Compensation Arrangement” has the
      meaning defined in the provisions of the TSX Company Manual relating to
      security based compensation arrangements.

	 	 	 	 
		(r) 	
      “Share Price” means the closing price of a Common
      Share on the TSX averaged over the five (5) consecutive trading days
      immediately preceding (a) in the case of a Grant, the last day of the
      fiscal quarter preceding the date of Grant in respect of a director, or
      (b) in the case of a redemption, the Redemption Date, as applicable, or in
      the event such shares are not traded on the TSX, the fair market value of
      such shares as determined by the Committee acting in good faith.

	 	 	
       
	
       

		(s) 	
      “Stock Exchange Rules” means the applicable rules
      of any stock exchange upon which the Common Shares are listed.

	 	 	
       
	
       

		(t) 	
      “Termination Date” means the date of a
      Participant’s death, or retirement from, or loss of office or employment
      with the Corporation, within the meaning of paragraph 6801(d) of the
      regulations under the Income Tax Act (Canada), including the
      Participant’s resignation, retirement, removal from the Board, death or
      otherwise.

	 	 	 	 
		(u) 	
      “TSX” means the Toronto Stock Exchange.

	 	 	 	 
		(v) 	
      “U.S. Eligible Participant” refers to a
      Participant who, at any time during the period from the date Deferred
      Share Units are granted to the Participant to the date such Deferred Share
      Units are redeemed by the Participant, is subject to income taxation in
      the United States on the income received for his or her services as a
      director of the Corporation and who is not otherwise exempt from U.S.
      income taxation under the relevant provisions of the U.S. Internal
      Revenue Code of 1986, as amended, or the Canada-U.S. Income Tax
      Convention, as amended from time to time.

	 	 	 	 
	3. 	
      NON-EMPLOYEE DIRECTOR COMPENSATION

	 	 	 	 
	3.1 	
      Establishment of Annual Base
  Compensation



An annual compensation amount (the "Annual Base
Compensation") payable to non-employee Directors (hereafter
"Directors") of the Corporation shall be established from time-to-time by
the Board. The amount of Annual Base Compensation will be reported annually in
the Corporation’s management information circular. 




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	3.2 	
      Payment of Annual Base Compensation

	 	 	 
		(a) 	
      The Annual Base Compensation shall be payable in
      quarterly installments, with each installment payable as promptly as
      practicable following the last business day of the fiscal quarter to which
      it applies. Quarterly payments shall be pro rated if Board service
      commences or terminates during a fiscal quarter. The number of DSUs to be
      paid and the terms of the DSUs shall be determined as provided in the
      following sections of this Plan.

	 	 	 
		(b) 	
      Each Director may elect to receive in DSUs up to 100% of
      his or her Annual Base Compensation by completing and delivering a written
      election to the Corporation on or before November 15th of the calendar
      year ending immediately before the calendar year with respect to which the
      election is made. Such election will be effective with respect to
      compensation payable for fiscal quarters beginning during the calendar
      year following the date of such election. Further, where an individual
      becomes a Director for the first time during a fiscal year and such
      individual has not previously participated in a plan that is required to
      be aggregated with this Plan for purposes of Section 409A, such individual
      may elect to participate in the Plan with respect to fiscal quarters of
      the Corporation commencing after the Corporation receives such
      individual’s written election, which election must be received by the
      Corporation no later than 30 days after such individual’s appointment as a
      Director. For greater certainty, new Directors will not be entitled to
      receive DSUs pursuant to an election for the quarter in which they submit
      their first election to the Corporation or any previous quarter. Elections
      hereunder shall be irrevocable with respect to compensation earned during
      the period to which such election relates.

	 	 	 
		(c) 	
      All DSUs granted with respect to Annual Base Compensation
      will be credited to the Director's Account when such Annual Base
      Compensation is payable (the "Grant Date").

	 	 	 
		(d) 	
      The Director's Account will be credited with the number
      of DSUs calculated to the nearest thousandths of a DSU, determined by
      dividing the dollar amount of compensation payable in DSUs on the Grant
      Date by the Share Price. Fractional Common Shares will not be issued and
      any fractional entitlements will be rounded down to the nearest whole
      number.

	 	 	 
	3.3 	
      Additional Deferred Share
Units







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In addition to DSUs granted pursuant to Section 3.2, the Board
may award such number of DSUs to a Participant as the Board deems advisable to
provide the Participant with appropriate equity-based compensation for the
services he or she renders to the Corporation. The Board shall determine the
date on which such DSUs may be granted and the date as of which such DSUs shall
be credited to a Participant’s Account. The Corporation and a Participant who
receives an award of DSUs pursuant to this Section 3.3 shall enter into a DSU
award agreement to evidence the award and the terms applicable thereto. 

	4. 	
      ADMINISTRATION OF DSU ACCOUNTS

	 	 
	4.1 	
      Administration of Plan



The Committee shall have the power, where consistent with the
general purpose and intent of the Plan and subject to the specific provisions of
the Plan: 

		(a) 	
      to establish policies and to adopt rules and regulations
      for carrying out the purposes, provisions and administration of the Plan
      and to amend and rescind such rules and regulations from time to
    time;

	 	 	 
		(b) 	
      to interpret and construe the Plan and to determine all
      questions arising out of the Plan and any such interpretation,
      construction or determination made by the Committee shall be final,
      binding and conclusive for all purposes;

	 	 	 
		(c) 	
      to prescribe the form of the instruments used in
      conjunction with the Plan; and

	 	 	 
		(d) 	
      to determine which members of the Board are eligible to
      participate in the Plan.

	 	 	 
	4.2 	
      Redemption of Deferred Share Units

	 	 	 
		(a) 	
      Each Participant shall be entitled to redeem his or her
      Deferred Share Units during the period commencing on the business day
      immediately following the Termination Date and ending on the 90th day
      following the Termination Date by providing a written Notice of Redemption
      to the Corporation. In the event of death of a Participant, the Notice of
      Redemption shall be filed by the legal representative of the Participant.
      In the case of a U.S. Eligible Participant, however, the redemption will
      be deemed to be made on the earlier of (i) “separation from service”
      within the meaning of Section 409A, or (ii) within 90 days of the U.S.
      Eligible Participant’s death.

	 	 	 
		(b) 	
      Upon redemption, the Participant shall be entitled to
      receive, and the Corporation shall issue or
provide:







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	 	(i) 	
      subject to shareholder approval of this Plan and the
      limitations set forth in Section 6.2 below, a number of Common Shares
      issued from treasury equal to the number of DSUs in the Participant’s
      Account, net of any applicable deductions and withholdings;

	 	 	 
	 	(ii) 	
      subject to and in accordance with any Applicable Law, a
      number of Common Shares purchased by an independent administrator of the
      Plan in the open market for the purposes of providing Common Shares to
      Participants under the Plan equal in number to the DSUs in the
      Participant’s Account, net of any applicable deductions and
      withholdings;

	 	 	 
	 	(iii) 	
      the payment of a cash amount to a Participant equal to
      the number of DSUs multiplied by the Share Price, net of any applicable
      deductions and withholdings; or

	 	 	 
	 	(iv) 	
      any combination of the foregoing, as determined by the
      Corporation, in its sole discretion.




	4.3 	
      Payment Notwithstanding



Notwithstanding any other provision of this Plan, all amounts
payable to, or in respect of, a Participant hereunder shall be paid on or before
December 31 of the calendar year commencing immediately after the Participant’s
Termination Date. 

	5. 	
      ALTERATION OF NUMBER OF SHARES SUBJECT TO THE
      PLAN

	 	 
	5.1 	
      Subdivisions or
Consolidations



In the event that the Common Shares shall be subdivided or
consolidated into a different number of Common Shares or a distribution shall be
declared upon the Common Shares payable in Common Shares, the number of DSUs
then recorded in the Director’s Account shall be adjusted by replacing such
number by a number equal to the number of Common Shares which would be held by
the Director immediately after the distribution, subdivision or consolidation,
should the Director have held a number of Common Shares equal to the number of
DSUs recorded in the Director’s Account on the record date fixed for such
distribution, subdivision or consolidation.

	5.2 	
      Reorganizations



In the event there shall be any change, other than as specified
in Section 5.1, in the number or kind of outstanding Common Shares or of any
shares or other securities into which such Common Shares shall have been changed
or for which they shall have been exchanged, pursuant to a Reorganization or
otherwise, then there shall be substituted for each Common  Share referred
to in the Plan or for each share into which such Common Share shall have been so
changed or exchanged, the kind of securities into which each outstanding Common
Share shall be so changed or exchanged and an equitable adjustment shall be
made, if required, in the number of DSUs then recorded in the Director’s
Account, such adjustment, if any, to be reasonably determined by the Committee
and to be effective and binding for all purposes. 




- 7 - 

	5.3 	
      Adjustments



In the case of any such substitution, change or adjustment as
provided for in this Section 5, the variation shall generally require that the
number of DSUs then recorded in the Director’s Account prior to such
substitution, change or adjustment will be proportionately and appropriately
varied. 

	6. 	
      RESTRICTIONS ON ISSUANCES

	 	 
	6.1 	
      Maximum Number of DSUs



DSUs may be granted by the Corporation in accordance with this
Plan provided the aggregate number of DSUs outstanding pursuant to the Plan from
time to time shall not exceed 2.0% of the number of issued and outstanding
Common Shares from time to time. The maximum number of Shares issuable pursuant
to all Security Based Compensation Arrangements, at any time, including all
Shares, options or other rights to purchase or otherwise acquire Shares that are
granted to Insiders shall not exceed 10% of the total number of outstanding
Shares. 

	6.2 	
      Insider Participation
Limits



The maximum number of Shares issued to Insiders pursuant to the
Plan, together with any Shares issued pursuant to any other Security Based
Compensation Arrangement, within any one year period, shall not exceed 10% of
the total number of weighted average number of common shares outstanding during
the year. 

	7. 	
      AMENDMENT, SUSPENSION OR TERMINATION OF THE
      PLAN

	 	 
	7.1 	
      Amendment to the Plan



Until such time as the Corporation receives shareholder
approval of the issuances from treasury contemplated in Section 4.2(b)(i), the
Plan may be amended, suspended or terminated at any time by the Board in whole
or in part. No amendment of the Plan shall, without the consent of the
Participants affected by the amendment, or unless required by Applicable Law,
adversely affect the rights accrued to such Participants with respect to DSUs
granted prior to the date of the amendment. 




- 8 - 

Following shareholder approval of any issuances from treasury
as contemplated in Section 4.2(b)(i), the Board may at any time, and from time
to time, and without shareholder approval, amend any provision of the Plan,
subject to any regulatory or stock exchange requirement at the time of such
amendment, including, without limitation: 

	 	(a) 	
      for the purposes of making formal minor or technical
      modifications to any of the provisions of the Plan including amendments of
      a “clerical” or “housekeeping” nature;

	 	 	 
	 	(b) 	
      to correct any ambiguity, defective provision, error or
      omission in the provisions of the Plan;

	 	 	 
	 	(c) 	
      amendments to the termination provisions of Section
      7.2;

	 	 	 
	 	(d) 	
      amendments necessary or advisable because of any change
      in Applicable Laws;

	 	 	 
	 	(e) 	
      amendments to the transferability of Deferred Share Units
      provided for in Sections 8.2 and 8.10;

	 	 	 
	 	(f) 	
      amendments to Section 4.1 relating to the administration
      of the Plan; and

	 	 	 
	 	(g) 	
      any other amendment, fundamental or otherwise, not
      requiring shareholder approval under Applicable
Laws;



provided, however, that: 

	 	(h) 	
      no such amendment of the Plan may be made without the
      consent of each affected Participant in the Plan if such amendment would
      adversely affect the rights of such affected Participant(s) under the
      Plan; and

	 	 	 	 
	 	(i) 	
      shareholder approval shall be obtained in accordance with
      the requirements of the TSX for any amendment:

	 	 	 	 
	 		(i) 	
      to Section 6.1 in order to increase the maximum number of
      Deferred Share Units which may be issued under this Plan (other than
      pursuant to Section 5);

	 	 	 	 
	 		(ii) 	
      to Section 7.1; or

	 	 	 	 
	 		(iii) 	
      to the definition of
“Participant”.




	7.2 	
      Plan Termination







- 9 - 

The Committee may decide to discontinue granting awards under
the Plan at any time in which case no further Deferred Share Units shall be
awarded or credited under the Plan. Any Deferred Share Units which remain
outstanding in a Participant’s Account at that time shall continue to be dealt
with according to the terms of the Plan. The Plan shall terminate when all
payments owing pursuant to Section 4.2 of the Plan have been made and all
Deferred Share Units have been cancelled in all Participants’ Accounts. 

	8. 	
      GENERAL PROVISIONS

	 	 
	8.1 	
      Withholding



The Corporation shall not have any responsibility for or in
respect of the tax consequences of a grant of Deferred Share Units to, or the
receipt of Deferred Share Units or payout in respect thereof by, Participants
under this Plan. The Corporation may withhold from any amount payable to a
Participant, either under this Plan, or otherwise, such amount as may be
necessary or desirable as determined by the Corporation in its sole discretion
so as to ensure that the Corporation will be able to comply with the applicable
provisions of any federal, provincial, state or local law relating to the
withholding or remittance of tax or other required deductions or amounts,
including on the amount, if any, includable in the income of a Participant. The
Corporation shall also have the right in its discretion to satisfy any such
withholding tax liability by retaining, acquiring or selling (on such terms as
the Corporation determines in its sole discretion, and, in the case of a sale,
without any requirement to obtain the best possible price) on behalf of a
Participant any Common Shares which would otherwise be issued or provided to a
Participant hereunder, or to require a Participant, as a condition of receiving
anything under this Plan, to deliver cash or certified cheque payable to the
Corporation for the amount of applicable tax as determined by the Corporation in
its sole discretion. 

	8.2 	
      Assignability



No right to receive payment of DSUs and other benefits under
the Plan shall be transferable or assignable by a Participant except by will or
laws of descent and distribution. 

	8.3 	
      Unfunded Plan



Unless otherwise determined by the Committee, the Plan shall be
unfunded. To the extent any Participant or his or her estate holds any rights by
virtue of a grant of Deferred Share Units under the Plan, such rights (unless
otherwise determined by the Committee) shall be no greater than the rights of an
unsecured creditor of the Corporation. 

	8.4 	
      Final Determination







- 10 - 

Any determination or decision by or opinion of the Committee
made or held pursuant to the terms of the Plan shall be final, conclusive and
binding on all parties concerned. All rights, entitlements and obligations of
Participants under the Plan are set forth in the terms of the Plan and cannot be
modified by any other documents, statements or communications, except by Plan
amendments referred to in Section 7.1 of the Plan. 

	8.5 	
      No Right to Employment



Participation in the Plan shall not be construed to give any
Participant a right to be retained as a Director. 

	8.6 	
      No Other Benefit



No amount will be paid to, or in respect of, a Participant
under the Plan to compensate for a downward fluctuation in the price of Common
Shares nor will any other form of benefit be conferred upon, or in respect of, a
Participant for such purpose. 

	8.7 	
      No Shareholder Rights



Under no circumstances shall Deferred Share Units be considered
Common Shares nor shall they entitle any Participant to exercise voting rights
or any other rights attaching to the ownership of Common Shares nor shall any
Participant be considered the owner of Common Shares by virtue of the award of
Deferred Share Units. 

	8.8 	
      Reorganization of the
Corporation



The existence of any Deferred Share Units shall not affect in
any way the right or power of the Corporation or its shareholders to make or
authorize any adjustment, recapitalization, reorganization or other change in
the Corporation’s capital structure or its business, or any amalgamation,
combination, merger or consolidation involving the Corporation or to create or
issue any bonds, debentures, shares or other securities of the Corporation or
the rights and conditions attaching thereto or to affect the dissolution or
liquidation of the Corporation or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar nature or otherwise. 

	8.9 	
      Successors and Assigns



The Plan shall be binding on all successors and assigns of the
Corporation. 

	8.10 	
      General Restrictions and
  Assignment



Except as required by law, the rights of a Participant under
the Plan are not capable of being anticipated, assigned, transferred, alienated,
sold, encumbered, pledged, mortgaged or charged and are not capable of being
subject to attachment or legal process for the payment of any debts or
obligations of the Participant. 




- 11 - 

	8.11 	
      Section 409A



It is intended that the provisions of this Plan comply with
Section 409A, and all provisions of this Plan shall be construed and interpreted
in a manner consistent with the requirements for avoiding taxes or penalties
under Section 409A. Notwithstanding anything in the Plan to the contrary, the
following will apply with respect to the rights and benefits of U.S. Eligible
Participants under the Plan: 

	 	(a) 	
      Except as permitted under Section 409A, any deferred
      compensation (within the meaning of Section 409A) payable to or for the
      benefit of a U.S. Eligible Participant may not be reduced by, or offset
      against, any amount owing by the U.S. Eligible Participant to the
      Corporation or any of its affiliates.

	 	 	 
	 	(b) 	
      If a U.S. Eligible Participant becomes entitled to
      receive payment in respect of any Deferred Share Units as a result of his
      or her “separation from service” (within the meaning of Section 409A), and
      the U.S Eligible Participant is a “specified employee” (within the meaning
      of Section 409A) at the time of his or her separation from service, and
      the Committee makes a good faith determination that (i) all or a portion
      of the Deferred Share Units constitute “deferred compensation” (within the
      meaning of Section 409A) and (ii) any such deferred compensation that
      would otherwise be payable during the six-month period following such
      separation from service is required to be delayed pursuant to the
      six-month delay rule set forth in Section 409A in order to avoid taxes or
      penalties under Section 409A, then payment of such “deferred compensation”
      shall not be made to the U.S Eligible Participant before the date which is
      six months after the date of his or her separation from service (and shall
      be paid in a single lump sum on the first day of the seventh month
      following the date of such separation from service) or, if earlier, the
      U.S Eligible Participant’s date of death.

	 	 	 
	 	(c) 	
      A U.S. Eligible Participant’s status as a specified
      employee shall be determined by the Corporation as required by Section
      409A on a basis consistent with the regulations under Section 409A and
      such basis for determination will be consistently applied to all plans,
      programs, contracts, agreements, etc. maintained by the Corporation that
      are subject to Section 409A.

	 	 	 
	 	(d) 	
      Each U.S Eligible Participant, any beneficiary or the U.S
      Eligible Participant’s estate, as the case may be, is solely responsible
      and liable for the satisfaction of all taxes and penalties that may be
      imposed on or for the account of such U.S Eligible Participant in
      connection with this Plan (including any taxes and penalties under Section
      409A), and neither the Corporation nor any affiliate shall have any
      obligation to indemnify or otherwise hold such U.S Eligible Participant or
      beneficiary or the U.S Eligible Participant’s estate harmless from any or
      all of such taxes or penalties. 







- 12 - 

		(e) 	
      In the event that the Committee determines that any
      amounts payable hereunder will be taxable to a Participant under Section
      409A prior to payment to such Participant of such amount, the Corporation
      may (i) adopt such amendments to the Plan and Deferred Share Units and
      appropriate policies and procedures, including amendments and policies
      with retroactive effect, that the Committee determines necessary or
      appropriate to preserve the intended tax treatment of the benefits
      provided by the Plan and Deferred Share Units hereunder and/or (ii) take
      such other actions as the Committee determines necessary or appropriate to
      avoid or limit the imposition of an additional tax under Section
    409A.

	 	 	 
		(f) 	
      Notwithstanding the provisions in Section 7, upon
      termination of the Plan payments will be made in accordance with the
      regulations issued under 409A regarding payments upon the termination of a
      nonqualified deferred compensation plan.

	 	 	 
	8.12 	
      Forfeiture Provision



If a Participant is subject to tax under the Income Tax Act
(Canada) and also is a U.S. Eligible Participant with respect to DSUs, the
following special rules regarding forfeiture of such Deferred Share Units will
apply if the Participant’s DSUs are subject to Section 409A. For greater
clarity, these forfeiture provisions are intended to avoid adverse tax
consequences under Section 409A and/or under paragraph 6801(d) of the
regulations under the Income Tax Act (Canada), that may result because of
the different requirements as to the time of settlement of Deferred Share Units
with respect to a Participant’s “separation from service” (within the meaning of
Section 409A) (“Separation From Service”) and his retirement or loss of
office (under tax laws of Canada). If a Participant otherwise would be entitled
to payment of DSUs in any of the following circumstances, such DSUs shall
instead be immediately and irrevocably forfeited (for greater certainty, without
any compensation therefore):

	 	(a) 	
      a Participant experiences a Separation From Service as a
      result of a permanent decrease in the level of services provided to less
      than 20% of his past service in circumstances that do not constitute a
      retirement from, or loss of office or employment with, the Corporation or
      an affiliate thereof, within the meaning of paragraph 6801(d) of the
      regulations under the Income Tax Act (Canada); or

	 	 	 
	 	(b) 	
      a Participant experiences a Separation From Service upon
      ceasing to be a director while continuing to provide services as an
      employee in circumstances that do not constitute a retirement from, or
      loss of office or employment with, the Corporation or an affiliate
      thereof, within the meaning of paragraph 6801(d) of the regulations under
      the Income Tax Act (Canada); or







- 13 - 

		(c) 	
      a Participant experiences a serious disability that
      continues for more than 29 months in circumstances that constitute a
      Separation from Service and do not constitute a retirement from, or loss
      of office or employment with, the Corporation or an affiliate thereof,
      within the meaning of paragraph 6801(d) of the regulations under the
      Income Tax Act (Canada); or

	 	 	 
		(d) 	
      a Participant experiences a retirement from, or loss of
      office or employment with, the Corporation or an affiliate thereof, within
      the meaning of paragraph 6801(d) of the regulations under the Income
      Tax Act (Canada) by virtue of ceasing employment as both an employee
      and as a director, but he continues to provide services as an independent
      contractor such that he has not experienced a Separation From
    Service.

	 	 	 
	8.13 	
      Interpretation



In this text, words importing the singular meaning shall
include the plural and vice versa, and words importing the masculine shall
include the feminine and neuter genders. 

	8.14 	
      Governing Law



The validity, construction and effect of the Plan and any
actions taken or relating to the Plan shall be governed by the laws of the
Province of British Columbia and the federal laws of Canada applicable therein.


	8.15 	
      Severability



The invalidity or unenforceability of any provision of the Plan
shall not affect the validity or enforceability of any other provision and any
invalid or unenforceable provision shall be severed from the Plan. 

	8.16 	
      Effective Date



The effective date of this Plan shall be •.