Northern Dynasty Minerals Ltd.: Exhibit 4.02 - Filed by newsfilecorp.com





NORTHERN DYNASTY MINERALS LTD. 
2015 RESTRICTED
SHARE UNIT PLAN

	1. 	
      PURPOSE

	 	 	 	 
	1.1 	
      This Plan has been established by the Corporation to
      assist the Corporation in the recruitment and retention of highly
      qualified employees and consultants by providing a means to reward
      superior performance, to motivate Participants under the Plan to achieve
      important corporate and personal objectives and, through the issuance of
      Share Units in the Corporation to Participants under the Plan, to better
      align the interests of Participants with the long-term interests of
      Shareholders.

	 	 	 	 
	2. 	
      PLAN DEFINITIONS AND INTERPRETATIONS

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

	 	 	 	 
		(a) 	
      “Account” means the bookkeeping account
      established and maintained by the Corporation for each Participant in
      which the number of Share Units of the Participant are recorded;

	 	 	 	 
		(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) 	
      “Beneficiary” means any person designated by the
      Participant as his or her beneficiary under the Plan in accordance with
      Section 14.1 or, failing any such effective designation, the Participant’s
      legal representative;

	 	 	 	 
		(d) 	
      “Board” means the Board of Directors of the
      Corporation;

	 	 	 	 
		(e) 	
      “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;

	 	 	 	 
	 	(f) 	
      “Committee” means the Compensation Committee of
      the Board or any other committee or person designated by the Board to
      administer the Plan, provided, however, if the Company ceases to qualify
      as a “foreign private issuer” (as defined in Rule 3b-4 under the Exchange
      Act), the Committee shall be a committee of the Board comprised of not
      less than two directors, and each member of the Committee shall be a
      “non-employee director” within the meaning of Rule 16b-3;

	 	 	 	 
	 	(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) 	
      “Designated Subsidiary” means an entity (including
      a partnership) in which the Corporation holds, directly or indirectly, a
      majority voting interest and which has been designated by the Corporation
      for purposes of the Plan from time to time;

	 	 	 	 
	 	(i) 	
      “Director” means a director of the
    Corporation;

	 	 	 	 
	 	(j) 	
      “Eligible Consultant” means an individual, other
      than an Employee, that (i) is engaged to provide on a bona fide
      basis consulting, technical, management or other services to the
      Corporation or any Designated Subsidiary under a written contract between
      the Corporation or the Designated Subsidiary and the individual or a
      company of which the individual consultant is an employee, (ii) in the
      reasonable opinion of the Corporation, spends or will spend a significant
      amount of time and attention on the affairs and business of the
      Corporation or a Designated Subsidiary, and (iii) does not provide
      services in connection with the offer or sale of securities in a
      capital-raising transaction and do not directly or indirectly promote or
      maintain a market for the registrant's securities;

	 	 	 	 
	 	(k) 	
      “Employee” means an employee of the Corporation or
      any of its Designated Subsidiaries or any combination or partnership of
      such corporations;

	 	 	 	 
	 	(l) 	
      “Employer” means the Corporation, the Designated
      Subsidiary or the combination or partnership of such corporations that
      employs the Participant or that employed the Participant immediately prior
      to the Participant’s Termination Date;

	 	 	 	 
	 	(m) 	
      “Exchange Act” means the U.S. Securities Exchange
      Act of 1934, as amended;

	 	 	 	 
	 	(n) 	
      “Expiry Date” means, with respect to Share Units
      granted to a Participant, the date determined by the Corporation for such
      purpose for such grant, which date shall be no later than December 31 of
      the calendar year in which the third anniversary of the Grant Date
      occurs;







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	 	(o) 	
      “Fiscal Year” means a fiscal year of the
      Corporation;

	 	 	 
	 	(p) 	
      “Grant Agreement” means an agreement between the
      Corporation and a Participant under which Share Units are granted,
      together with such amendments, deletions or changes thereto as are
      permitted under the Plan;

	 	 	 
	 	(q) 	
      “Grant Date” of a Share Unit means the date a
      Share Unit is granted to a Participant under the Plan;

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

	 	 	 
	 	(s) 	
      “Joint Actor” means a person acting “jointly or in
      concert with” another person within the meaning of Section 96 of the
      Securities Act (British Columbia) or as such section may be amended
      or re-enacted from time to time;

	 	 	 
	 	(t) 	
      “Market Value” with respect to a Share as at any
      date means the arithmetic average of the closing price of the Shares
      traded on the TSX for the five (5) trading days on which a board lot was
      traded immediately preceding such date (or, if the Shares are not then
      listed and posted for trading on the TSX, on such stock exchange on which
      the Shares are then listed and posted for trading as may be selected for
      such purpose by the Corporation). In the event that the Shares are not
      listed and posted for trading on any stock exchange, the Market Value
      shall be the Market Value of the Shares as determined by the Board in its
      discretion, acting reasonably and in good faith;

	 	 	 
	 	(u) 	
      “Participant” means a bona fide full-time or
      part-time Employee, an Eligible Consultant or a director who, in any such
      case, has been designated by the Corporation for participation in the
      Plan;

	 	 	 
	 	(v) 	
      “Payout Date” means a date selected by the
      Corporation, in accordance with and as contemplated by Sections 3.2, 6.1
      and 7.1;

	 	 	 
	 	(w) 	
      “Plan” means this 2015 Restricted Share Unit
      Plan;

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

	 	 	 
	 	(y) 	
      “Rule 3b-4” means Rule 3b-4 promulgated by the
      Securities and Exchange Commission under the Exchange Act or any successor
      rule or regulation;

	 	 	 
	 	(z) 	
      “Rule 16b-3” means Rule 16b-3 promulgated by the
      Securities and Exchange Commission under the Exchange Act or any successor
      rule or regulation;

	 	 	 
	 	(aa) 	
      “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;

	 	 	 
	 	(bb) 	
      “Securities Act” means the U.S. Securities Act of
      1933, as amended;







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

	 	 	 
		(dd) 	
      “Shareholders” means the holders of
  Shares;

	 	 	 
		(ee) 	
      “Shares” mean 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;

	 	 	 
		(ff) 	
      “Share Unit” means a unit credited by means of an
      entry on the books of the Corporation to a Participant pursuant to the
      Plan, representing the right to receive, subject to and in accordance with
      the Plan, for each Vested Share Unit one Share or the other consideration
      as referred to in the Plan, at the time, in the manner, and subject to the
      terms, set forth in the Plan and the applicable Grant Agreement;

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

	 	 	 
		(hh) 	
      “Termination Date” means the date on which a
      Participant ceases, for any reason including resignation, termination,
      death or disability, to be an active Employee, an Eligible Consultant, or
      a director, as the case may be, and, in the case of a Participant who is
      an Employee, where the employment is terminated by the Employer, whether
      wrongful or for cause or otherwise, such date shall be the date notice of
      termination is provided and, in the case of a Participant who is an
      Eligible Consultant, the date the written contract between the Eligible
      Consultant and the Corporation or any Designated Subsidiary is terminated
      or expires and the Eligible Consultant no longer provides services
      thereunder;

	 	 	 
		(ii) 	
      “TSX” means the Toronto Stock Exchange;
  and

	 	 	 
		(jj) 	
      “Vested Share Units” shall mean Share Units in
      respect of which all vesting terms and conditions set forth in the Plan
      and the applicable Grant Agreement have been either satisfied or waived in
      accordance with the Plan.

	 	 	 
	2.2 	
      In this Plan, unless the context requires otherwise,
      words importing the singular number may be construed to extend to and
      include the plural number, and words importing the plural number may be
      construed to extend to and include the singular number.

	 	 	 
	3. 	
      GRANT OF SHARE UNITS AND TERMS

	 	 	 
	3.1 	
      The Corporation may grant Share Units to such Participant
      or Participants in such number and at such times as the Corporation may,
      in its sole discretion, determine. Unless otherwise determined by the
      Corporation in its sole discretion, a grant of Share Units to a
      Participant in any calendar year will represent a right to a bonus or
      similar payment to be received for services rendered by such Participant
      to the Corporation or a Designated Subsidiary, as the case may be, in the
      Corporation’s or Designated Subsidiary’s fiscal year ending in, or
      coincident with, such calendar year.







- 5 - 

	3.2 	
      In granting any Share Units pursuant to Section 3.1, the
      Corporation shall designate:

	 	 	 
		(a) 	
      the number of Share Units which are being granted to the
      Participant;

	 	 	 
		(b) 	
      any time based conditions as to vesting of the Share
      Units to become Vested Share Units;

	 	 	 
		(c) 	
      the Payout Date, which shall in no event be later than
      the Expiry Date and, unless otherwise determined on the Grant Date, shall
      be the third anniversary of the Grant Date; and

	 	 	 
		(d) 	
      the Expiry Date, which date shall be no later than (and,
      unless otherwise determined on the Grant Date, shall be) December 31 of
      the calendar year in which the third anniversary of the Grant Date
      occurs;

	 	 	 
		
      of which the items in (a) and (b) shall be set out in the
      Grant Agreement, and the Payout Date and Expiry Date may be set out in the
      Grant Agreement in the Corporation’s sole discretion.

	 	 	 
	3.3 	
      The conditions may relate to all or any portion of the
      Share Units in a grant and may be graduated such that different
      percentages of the Share Units in a grant will become Vested Share Units
      depending on the extent of satisfaction of one or more such conditions.
      The Corporation may, in its discretion and having regard to the best
      interests of the Corporation, subsequent to the Grant Date of a Share
      Unit, waive any resulting conditions, provided that the waiver of such
      conditions will not accelerate the time of payment with respect to such
      Share Units, and the payout will occur on the Payout Date as set forth in
      the Grant Agreement or pursuant to Sections 7.1 or 8.3 of the Plan, if
      applicable.

	 	 	 
	4. 	
      GRANT AGREEMENT

	 	 	 
	4.1 	
      Each grant of a Share Unit will be set forth in a Grant
      Agreement containing terms and conditions required under the Plan and such
      other terms and conditions not inconsistent herewith as the Corporation
      may, in its sole discretion, deem appropriate.

	 	 	 
	5. 	
      SHARE UNIT GRANTS AND ACCOUNTS

	 	 	 
	5.1 	
      An Account shall be maintained by the Corporation for
      each Participant. On the Grant Date, the Account will be credited with the
      Share Units granted to a Participant on that date.

	 	 	 
	6. 	
      PAYOUTS

	 	 	 
	6.1 	
      On each Payout Date, the Participant shall be entitled to
      receive, and the Corporation shall issue or provide, a payout with respect
      to those Vested Share Units in the Participant’s Account to which the
      Payout Date relates, in one of the following forms:

	 	 	 
		(a) 	
      subject to shareholder approval of this Plan and the
      limitations set forth in Section 11.2 below, Shares issued from treasury
      equal in number to the Vested Share Units in the Participant’s Account to
      which the Payout Date relates, net of any applicable deductions and
      withholdings; 







- 6 - 

	 	(b) 	
      subject to and in accordance with any Applicable Law,
      Shares purchased by an independent administrator of the Plan in the open
      market for the purposes of providing Shares to Participants under the Plan
      equal in number to the Vested Share Units in the Participant’s Account to
      which the Payout Date relates, net of any applicable deductions and
      withholdings;

	 	 	 
	 	(c) 	
      the payment of a cash amount to a Participant on the
      Payout Date equal to the number of Vested Share Units in respect of which
      the Corporation makes such a determination, multiplied by the Market Value
      on the Payout Date, net of any applicable deductions and withholdings;
      or

	 	 	 
	 	(d) 	
      any combination of the foregoing,



as determined by the Corporation, in
its sole discretion. 

	6.2 	
      No fractional Shares shall be issued and any fractional
      entitlements will be rounded down to the nearest whole number.

	 	 
	6.3 	
      Shares issued by the Corporation from treasury under
      Section 6.1(a) of this Plan shall be considered fully paid in
      consideration of past service that is no less in value than the fair
      equivalent of the money the Corporation would have received if the Shares
      had been issued for money.

	 	 
	6.4 	
      The Corporation or a Designated Subsidiary may withhold
      from any amount payable to a Participant, either under this Plan, or
      otherwise, such amount as may be necessary so as to ensure that the
      Corporation or the Designated Subsidiary will be able to comply with the
      applicable provisions of any federal, provincial, state or local law
      relating to the withholding of tax or other required deductions, including
      on the amount, if any, includable in the income of a Participant. Each of
      the Corporation or a Designated Subsidiary shall also have the right in
      its discretion to satisfy any such withholding tax liability by retaining,
      acquiring or selling on behalf of a Participant any Shares which would
      otherwise be issued or provided to a Participant hereunder.

	 	 
	7. 	
      CHANGE OF CONTROL

	 	 
	7.1 	
      Notwithstanding the conditions as to vesting of Share
      Units contained in any individual Grant Agreement, all outstanding Share
      Units shall become Vested Share Units on any Change of Control and, except
      as otherwise provided in Section 16 hereof, the Payout Date in connection
      with such Vested Share Units shall, notwithstanding any provisions in the
      Grant Agreement, be accelerated to the date of such Change of Control and
      the Corporation shall, as soon as practicable following such Change of
      Control, issue or provide Shares or make payments to such Participants
      with respect to such Vested Share Units in accordance with Section
    6.







- 7 - 

	8. 	
      TERMINATION OF EMPLOYMENT AND
FORFEITURES

	 	 
	8.1 	
      Unless otherwise determined by the Corporation pursuant
      to Section 8.2, on a Participant’s Termination Date, any Share Units in a
      Participant’s Account which are not Vested Share Units shall terminate and
      be forfeited.

	 	 
	8.2 	
      Notwithstanding Section 8.1, where a Participant ceases
      to be an Employee as a result of the termination of his or her employment
      without cause, then in respect of each grant of Share Units made to such
      Participant, at the Corporation’s discretion, all or a portion of such
      Participant’s Share Units may be permitted to continue to vest, in
      accordance with their terms, during any statutory or common law severance
      period or any period of reasonable notice required by law or as otherwise
      may be determined by the Corporation in its sole discretion.

	 	 
	8.3 	
      Except as otherwise provided in Section 16, in the event
      a Participant’s Termination Date is prior to the Payout Date with respect
      to any Vested Share Units in such Participant’s Account, the Payout Date
      with respect to such Vested Share Units shall, notwithstanding any
      provision in the Grant Agreement, be accelerated to the Participant’s
      Termination Date and the Corporation shall, as soon as practicable
      following such Termination Date, issue or provide Shares or make payment
      to such Participant, or Beneficiary thereof, as applicable, with respect
      to such Vested Share Units in accordance with Section 6.

	 	 
	9. 	
      FORFEITED UNITS

	 	 
	9.1 	
      Notwithstanding any other provision of the Plan or a
      Grant Agreement, Share Units granted hereunder shall terminate on, if not
      redeemed or previously terminated and forfeited in accordance with the
      Plan, and be of no further force and effect after, the Expiry
  Date.

	 	 
	10. 	
      ALTERATION OF NUMBER OF SHARES SUBJECT TO THE
      PLAN

	 	 
	10.1 	
      In the event that the Shares shall be subdivided or
      consolidated into a different number of Shares or a distribution shall be
      declared upon the Shares payable in Shares, the number of Share Units then
      recorded in the Participant’s Account shall be adjusted by replacing such
      number by a number equal to the number of Shares which would be held by
      the Participant immediately after the distribution, subdivision or
      consolidation, should the Participant have held a number of Shares equal
      to the number of Share Units recorded in the Participant’s Account on the
      record date fixed for such distribution, subdivision or
    consolidation.

	 	 
	10.2 	
      In the event there shall be any change, other than as
      specified in Section 10.1, in the number or kind of outstanding Shares or
      of any shares or other securities into which such 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
      Share referred to in the Plan or for each share into which such Share
      shall have been so changed or exchanged, the kind of securities into which
      each outstanding Share shall be so changed or exchanged and an equitable
      adjustment shall be made, if required, in the number of Share Units then
      recorded in the Participant’s Account, such adjustment, if any, to be
      reasonably determined by the Committee and to be effective and binding for
      all purposes. 







- 8 - 

	10.3 	
      In the case of any such substitution, change or
      adjustment as provided for in this Section 10, the variation shall
      generally require that the aggregate Market Value of the Share Units then
      recorded in the Participant’s Account prior to such substitution, change
      or adjustment will be proportionately and appropriately varied so that it
      be equal to such aggregate Market Value after the variation.

	 	 	 
	11. 	
      RESTRICTIONS ON ISSUANCES

	 	 	 
	11.1 	
      Share Units may be granted by the Corporation in
      accordance with this Plan provided the aggregate number of Share Units
      outstanding pursuant to the Plan from time to time shall not exceed 3.0%
      of the number of issued and outstanding Shares from time to time. The
      maximum number of Shares issuable pursuant to all Security Based
      Compensation Arrangements, at any time, including all Share Units, 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.

	 	 	 
	11.2 	
      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.

	 	 	 
	12. 	
      AMENDMENT, SUSPENSION OR TERMINATION OF THE
      PLAN

	 	 	 
	12.1 	
      Until such time as the Corporation receives shareholder
      approval of the issuances from treasury contemplated in Section 6.1(a),
      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 Share Units granted prior to the date of the
    amendment.

	 	 	 
	12.2 	
      Following shareholder approval of any issuances from
      treasury as contemplated by Section 6.1(a), the Corporation may, without
      notice, at any time and from time to time, and without shareholder
      approval, amend the Plan or any provisions thereof in such manner as the
      Corporation, in its sole discretion, determines appropriate, including,
      without limitation:

	 	 	 
		(a) 	
      for the purposes of making formal minor or technical
      modifications to any of the provisions of the Plan;

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

	 	 	 
		(c) 	
      to change the vesting provisions of Share
Units;

	 	 	 
		(d) 	
      to change the termination provisions of Share Units or
      the Plan which does not entail an extension beyond the original Expiry
      Date of the Share Units;







- 9 - 

	 	(e) 	
      to make the amendments contemplated by Section 16.1(g);
      or

	 	 	 
	 	(f) 	
      to make any amendments necessary or advisable because of
      any change in Applicable Law;



provided, however, that: 

	 	(g) 	
      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

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

	 	 	 	 
	 		(i) 	
      an increase in the maximum number of Shares issuable
      pursuant to the Plan (other than pursuant to Section 10);

	 	 	 	 
	 		(ii) 	
      an extension of the Expiry Date for Share Units granted
      to Insiders under the Plan;

	 	 	 	 
	 		(iii) 	
      other types of compensation through Share
  issuance;

	 	 	 	 
	 		(iv) 	
      an expansion of the rights of a Participant to assign
      Share Units other than as set forth in Section 15.2; or

	 	 	 	 
	 		(v) 	
      the addition of additional categories of Participants
      (other than as contemplated by Section 10).




	12.3 	
      If the Corporation terminates the Plan, Share Units
      previously credited shall, at the discretion of the Corporation, either
      (a) be settled immediately in accordance with the terms of the Plan in
      effect at such time, or (b) remain outstanding and in effect and settled
      in due course in accordance with the applicable terms and conditions, in
      either case without shareholder approval.

	 	 
	13. 	
      ADMINISTRATION

	 	 
	13.1 	
      Unless otherwise determined by the Board, the Plan shall
      be administered by the Committee subject to Applicable Laws. The Committee
      shall have full and complete authority to interpret the Plan, to prescribe
      such rules and regulations and to make such other determinations as it
      deems necessary or desirable for the administration of the Plan. All
      actions taken and decisions made by the Committee shall be final,
      conclusive and binding on all parties concerned, including, but not
      limited to, the Participants and their beneficiaries and legal
      representatives, each Designated Subsidiary and the Corporation. All
      expenses of administration of the Plan shall be borne by the
      Corporation.

	 	 
	13.2 	
      The Corporation shall keep or cause to be kept such
      records and accounts as may be necessary or appropriate in connection with
      the administration of the Plan and the discharge of its duties. At such
      times as the Corporation shall determine, the Corporation shall furnish
      the Participant with a statement setting forth the details of his or her
      Share Units including the Grant Date and the Vested Share Units and
unvested Share Units held by each Participant. Such statement shall be deemed to
have been accepted by the Participant as correct unless written notice to the
contrary is given to the Corporation within 30 days after such statement is
given to the Participant. 







- 10 - 


	13.3 	
      The Corporation may, at its discretion, appoint one or
      more persons or companies to provide services in connection with the Plan
      including without limitation, administrative and record-keeping
      services.

	 	 
	14. 	
      BENEFICIARIES AND CLAIMS FOR BENEFITS

	 	 
	14.1 	
      Subject to the requirements of Applicable Law, a
      Participant may designate in writing a Beneficiary to receive any benefits
      that are payable under the Plan upon the death of such Participant. The
      Participant may, subject to Applicable Law, change such designation from
      time to time. Such designation or change shall be in such form and
      executed and filed in such manner as the Corporation may from time to time
      determine.

	 	 
	15. 	
      GENERAL

	 	 
	15.1 	
      The transfer of an Employee from the Corporation to a
      Designated Subsidiary, from a Designated Subsidiary to the Corporation or
      from a Designated Subsidiary to another Designated Subsidiary, shall not
      be considered a termination of employment for the purposes of the Plan,
      nor shall it be considered a termination of employment if a Participant is
      placed on such other leave of absence which is considered by the
      Corporation as continuing intact the employment relationship.

	 	 
	15.2 	
      The Plan shall enure to the benefit of and be binding
      upon the Corporation, its successors and assigns. The interest of any
      Participant under the Plan or in any Share Unit shall not be transferable
      or assignable other than by operation of law, except, if and on such terms
      as the Corporation may permit, to a spouse or minor children or
      grandchildren or a personal holding company or family trust controlled by
      a Participant, the sole shareholders or beneficiaries of which, as the
      case may be, are any combination of the Participant, the Participant’s
      spouse, the Participant’s minor children or the Participant’s minor
      grandchildren, and after his or her lifetime shall enure to the benefit of
      and be binding upon the Participant’s Beneficiary, on such terms and
      conditions as are appropriate for such transferees to be included in the
      class of transferees who may rely on a Form S-8 registration statement
      under the Securities Act to sell shares received pursuant to the Share
      Unit.

	 	 
	15.3 	
      The Corporation’s grant of any Share Units or issuance of
      any Shares hereunder is subject to compliance with Applicable Law
      applicable thereto. As a condition of participating in the Plan, each
      Participant agrees to comply with all Applicable Law and agrees to furnish
      to the Corporation or a Designated Subsidiary all information and
      undertakings as may be required to permit compliance with Applicable
      Law.

	 	 
	15.4 	
      The Corporation shall not have any responsibility for or
      in respect of the tax consequences of a grant of Share Units to, or the
      receipt of Share Units or payout in respect thereof by, Participants under
      this Plan. The Corporation or a Designated Subsidiary 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 or
      the Designated Subsidiary 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 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.
      







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	15.5 	
      A Participant shall not have the right or be entitled to
      exercise any voting rights, receive any distribution or have or be
      entitled to any other rights as a Shareholder in respect of any Share
      Units.

	 	 
	15.6 	
      Neither designation of an Employee as a Participant nor
      the grant of any Share Units to any Participant entitles any Participant
      to the grant, or any additional grant, as the case may be, of any Share
      Units under the Plan. Neither the Plan nor any action taken thereunder
      shall interfere with the right of the Corporation or a Designated
      Subsidiary to terminate a Participant’s employment, or service under
      contract, at any time. Neither any period of notice, if any, nor any
      payment in lieu thereof, upon termination of employment, wrongful or
      otherwise, shall be considered as extending the period of employment for
      the purposes of the Plan.

	 	 
	15.7 	
      Participation in the Plan shall be entirely voluntary and
      any decision not to participate shall not affect any Employee’s employment
      or any consultant’s contractual relationship with the Corporation or a
      Designated Subsidiary.

	 	 
	15.8 	
      The Plan shall be an unfunded obligation of the
      Corporation. Neither the establishment of the Plan nor the grant of any
      Share Units or the setting aside of assets by the Corporation (if, in its
      sole discretion, it chooses to do so) shall be deemed to create a trust.
      The right of the Participant or Beneficiary to receive payment pursuant to
      the Plan shall be no greater than the right of other unsecured creditors
      of the Corporation.

	 	 
	15.9 	
      This Plan is established under the laws of the Province
      of British Columbia and the rights of all parties and the construction of
      each and every provision of the Plan and any Share Units granted hereunder
      shall be construed according to the laws of the Province of British
      Columbia.

	 	 
	16. 	
      SECTION 409A

	 	 
	16.1 	
      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 Corporation may provide in the applicable Grant
      Agreement with respect to Share Units granted to Participants whose
      benefits under the Plan are or may become subject to Section 409A, such
      terms and conditions as may be required for compliance with Section 409A.
      In addition, the following will apply to the extent that a Participant’s
      Share Units are subject to Section 409A. 







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	 	(a) 	
      Except as permitted under Section 409A, any Share Units,
      or payment with respect to Share Units, may not be reduced by, or offset
      against, any amount owing by the Participant to the Corporation or any
      Designated Subsidiary.

	 	 	 
	 	(b) 	
      If a Participant otherwise would become entitled to
      receive payment in respect of any Share Units as a result of his or her
      ceasing to be an Employee, an Eligible Consultant or director upon a
      Termination Date, any payment made on account of such person ceasing to be
      an Employee or Eligible Consultant shall be made at that time only if the
      Participant has experienced a “separation from service” (within the
      meaning of Section 409A).

	 	 	 
	 	(c) 	
      If a Participant is a “specified employee” (within the
      meaning of Section 409A) at the time he or she otherwise would be entitled
      to payment as a result of his or her separation from service, any payment
      that otherwise would be payable during the six-month period following such
      separation from service will be delayed and shall be paid on the first day
      of the seventh month following the date of such separation from service
      or, if earlier, the Participant’s date of death.

	 	 	 
	 	(d) 	
      A 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.

	 	 	 
	 	(e) 	
      Each Participant, any beneficiary or the 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 Participant in connection with this Plan (including any
      taxes and penalties under Section 409A), and neither the Corporation nor
      any Designated Subsidiary or affiliate shall have any obligation to
      indemnify or otherwise hold such Participant or beneficiary or the
      Participant’s estate harmless from any or all of such taxes or
      penalties.

	 	 	 
	 	(f) 	
      If and to the extent that Share Units would otherwise
      become payable upon a Change of Control as defined in the Plan, such
      payment will occur at that time only if such change of control also
      constitutes a “change in ownership”, a “change in effective control” or a
      “change in the ownership of a substantial portion of the assets of the
      Corporation” as defined under Section 409A and applicable regulations (a
      “409A Change in Control”). If a Change of Control as defined in the Plan
      is not also a 409A Change in Control, unless otherwise permitted under
      Section 409A, the time for the payment of Share Units will not be
      accelerated and will be payable pursuant to the terms of the Plan and
      applicable Grant Agreement as if such Change of Control had not
      occurred.

	 	 	 
	 	(g) 	
      In the event that the Committee determines that any
      amounts payable under the Plan 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 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 Grant Agreement and/or (ii) take such other
      actions as the Corporation determines necessary or appropriate to avoid or
      limit the imposition of an additional tax under Section 409A.
  







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	 	(h) 	
      In Sections 7.1 and 8.3 the phrase “as soon as
      practicable following” a designated event will be interpreted to mean
      within the same calendar year as the designated event, or if later, by the
      60th day following the occurrence of the designated event.

	 	 	 
	 	(i) 	
      Notwithstanding the provisions in Section 12.3, upon
      termination of the Plan payments will be made in accordance with the
      regulations issued under Section 409A regarding payments upon the
      termination of a nonqualified deferred compensation
plan.



EFFECTIVE DATE: •