Employee Share Purchase Plan Agreement




EXHIBIT 10.3
EMPLOYEE SHARE PURCHASE PLAN


ATLAS FINANCIAL HOLDINGS, INC.


1. PURPOSE
1.1 The  Atlas Employee  Share Purchase Plan has been  established  to  enable  eligible employees of the Company to acquire Common Shares in Atlas Financial Holdings, Inc. in  a  convenient  and  systematic  manner,  so  as to  encourage  continued  employee interest  in  the  operation, growth and  development of  the  Company, as well  as to provide an additional investment opportunity to employees.


2. DEFINITIONS AND INTERPRETATION
2.1"Account" means the account maintained by the  Administrator in respect of each Participant as described in Section 7.1.


2.2 "Adjusted Salary" means the regular  salary or wages of a Participant  received or to be received from  the Company for the Participant's service with  respect to a particular Fiscal Year, excluding  any overtime, bonuses  or other  compensation with  respect  to such Fiscal Year and, in the  case of a Participant  who  receives commission  payments, the  regular  salary  or  wages  of  a  Participant   received  or  to  be  received  from  the Company  for   the   Participant's  service  with   respect   to   the   Fiscal Year,  and  any commission payments payable or paid to such Participant  in respect of the immediately preceding  Fiscal Year , and  does  not  include  any  Company  Contributions or  other benefits received by the Participant  under this Plan.


2.3 "Administration Agreement" means the agreement referred to in section 10.1.


2.4 "Administrator" means the person, company or firm  which has been appointed by the   Company   under   Section   10.1 to   maintain   account   and   to   hold   shares  as Administrator for  participants, and with  whom  the  Company  enters  into  a Services Agreement with respect thereto.


2.5 "Board" means the Board of Directors of Atlas.


2.6 "Company" means Atlas Financial Holdings, Inc. and each of its Subsidiaries (unless such Subsidiary  has been  designated  by the  Board  as ineligible to  participate in  the Plan) and their  respective  successors and assigns, so long as they remain Subsidiaries on a consolidated basis, or each of  them, as applicable.


2.7 "Company Contribution" means the amount of money paid by the Company under the Plan in respect of a Participant  as described in Section 5. 


2.8 "Contribution" means Company Contributions and Participant Contributions.


2.9 "Employee''  means  a full-time employee  of  the  Company  and  a permanent part time  employee  of the Company working more than 30 hours per week, but for greater certainty, does  not  include  employees  who  have  received  notice   of  termination of employment, contract, part-time, or  retired employees  of  the  Company, employees receiving long-term disability payments and employees on unpaid leaves of absence.


2.10 "Fiscal Year" means the fiscal year of the employer of the Participant.









2.11 "Atlas" means Atlas Financial Holdings, Inc.


2.12 "Non-Active Participant" means a Participant who ceases to contribute to the Plan, but who maintains an account balance within the Plan.


2.13   Participant" means an Employee who has applied and agreed to participate in the Plan on such terms as the Company may specify and whose application has been accepted by the Company.


2.14  "Participant   Contribution"   means  the   amount   of   money   contributed  by  a Participant to the Plan as described in Section 4.


2.15  "Plan"  means  this  Atlas  Employee  Share  Purchase Plan described  herein  and includes all amendments thereto.


2.16 "Release" means a release of certificates representing Shares under the Plan as described in Sections 8 and 9.


2.17 "Shares" means the Common Shares in the capital of Atlas, and includes any shares of   Atlas   into   which   such  shares   may   be   converted,  reclassified,  redesignated, subdivided,   consolidated,  exchanged  or  otherwise  changed  pursuant  to  a reorganization.


2.18  "Subsidiary"   means  a  subsidiary  of  Atlas  as defined   in  the  Canada  Business Corporations Act.




2.19 Unless the context  requires  otherwise, references to the male gender include the female  gender, 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.


2.20 This Plan is established under the laws of the Province of Ontario  and the rights of all parties  and  the  interpretation of  each  and  every  provision of  the  Plan shall be governed and construed in accordance with the laws of Ontario  and the laws of Canada applicable therein.


3. ELIGIBILITY AND PARTICIPATION


3.1 An  Employee  who  has been employed  by the  Company for  greater  than  one (1) month is eligible for participation in the Plan.


3.2 An Employee who is an employee of a corporation which has become a Subsidiary of Atlas is eligible for participation in the Plan provided that such Employee has been employed by such Subsidiary for not less than one (1) month.


3.3  To  become   a  Participant,  an  eligible   Employee  must  complete  and  sign  an application  in the  form  prescribed  by the  Company from  time  to time  and file it with the  Manager, Human  Resources, or such other  officer  or  employee  of the  Company designated by the Company from time to time, and authorize the Company in writing to deduct  the  Participant's Contribution from   the  Participant's Adjusted  Salary. Upon acceptance  of  





such  application   by  the  Company,  such  Employee  shall  become  a Participant under the Plan.


3.4 The Company will provide each Participant with the following:


(a) a written  explanation of  the  pertinent provisions  of  the  Plan (including amendments  thereto applicable  to the Participant, together with  a written explanation of the rights and duties of a Participant; and


(b)  any  other  information regarding  the  Plan required  to  be  provided, and in  a manner prescribed, under any applicable laws.


4. PARTICIPANT CONTRIBUTIONS


4.1 A Participant may elect to contribute as the Participant Contribution under the Plan an amount for each regular payroll period, representing on an annual basis no more than 5.0% of Adjusted Salary. Such election shall initially be made by the Participant  by completing, signing  and  filing  with  the  Company  the  application form  in  the  form prescribed by the Company as contemplated by Section 3.4.


4.2 Subject to Section 4.1, a Participant may increase, decrease, suspend, or resume payroll deductions under the Plan at any time by completing, signing and filing an authorization in the form prescribed by the Company from time to time. Such a change may be made only twice in each Fiscal Year.




4.3 Subject  to   the   foregoing,   the   effective   date  of   any  initial  election,   change, suspension or resumption of Participant  Contributions under this Section 4 shall be governed by regular payroll input  deadlines of the Company.


4.4 All Participant Contributions shall be deducted by the Company out of each regular payroll payment and shall be paid to the Administrator and applied in accordance with Section 6.1.


4.5 A Participant may elect, as authorized and approved by the Board, to transfer into the Plan New Issue and Secondary Offering Shares. Such Shares shall be delivered to the Plan Administrator with all required documentation by the Board approved deadline. Such transfers into the Plan shall not affect a Participant's maximum contribution level for that year.


5. COMPANY CONTRIBUTIONS


5.1 Company  Contributions as described  herein  shall be  made  on  the  date  of  each Participant   Contribution  only  in  respect  of  those   Participants   who  have  made  a Participant  Contribution in respect  of  such date. Company Contributions vest on the date made by the Company. Company Contributions shall not be made on New Issue and Secondary Offering Shares transferred into the Plan by Participants.


5.2 The amount  of Company Contribution in respect of each Participant shall be equal to fifty  percent  (50%) of the Participant  Contribution provided, however, that Company Contributions in  respect  of  any particular  Fiscal Year shall not  exceed  2.5% of  such Participant's   Adjusted   Salary  for   such  Fiscal  Year.  Company   Contributions   shall commence following the completion of six (6) months of full time service.







5.3 Company Contributions in respect of a Participant shall be paid by the Company of which the Participant is the Employee on behalf of the Participant to the Administrator at the time of the payments made pursuant to Section 4.6 and applied in accordance with Section 6.1.


5.4 Company Contributions shall be additional remuneration to the Participant which the Participant directs to be paid to the Administrator and applied in accordance with Section  6.1. By participating in  the  Plan, the  Participant   acknowledges  that  the  full amount  of Company Contribution shall be paid and applied on behalf  of the Participant in accordance with the Plan and that any income tax or other  statutory or other payroll deductions  in respect of Company Contributions shall be deducted  from  regular payroll payments to the Participant.


5.5 The Company shall also pay administrative costs related  to the  Plan, but shall not pay brokerage  or  related  fees or  expenses related  to the  sale of  the  Shares by the Participant.   There   shall   be  deducted   from   any  remittances  otherwise  due  to a Participant  all brokerage  fees and other  expenses related  to the  sale of the shares by the Participant.


6. PURCHASE AND ALLOCATION OF SHARES


6.1 Participant   and   Company  Contributions  shall  be  paid  in  full  on  behalf  of  the Participants  to purchase, on the  date of such Contributions, or as soon as practicable thereafter, such number of Shares of Atlas as are required to give effect to the terms of the  Plan. The purchase price for such Shares shall be the market price on the TSX Venture Exchange at the time of acquisition.


6.2 Such Shares will be acquired by the Administrator on behalf of the Participants as fully paid and nonassessable Shares of Atlas through the services of a duly registered stockbroker.


6.3  The  shares purchased  by  Participant  Contributions and  Company  Contributions respectively  in  accordance  with  Section  6.1 shall, in  each case, be  allocated  to  the Participants   in  accordance  with   the   respective  Contributions  made   by,  or  by  the Company in  respect  of, each such Participant. Such allocation shall be expressed in terms of whole numbers and fractional parts of Shares.


6.4   In the event that dividends paid on shares of Shares held in the participant's account will be credited to the participant's Account. Dividend funds, if applicable, will be reinvested and used to purchase additional Shares as soon as is reasonable practical after receipt of the funds. The purchase price for such shares shall be the prevailing market price at the time of such purchase.


7. ACCOUNTING


7.1 The Administrator shall maintain an account for each Participant in such a way that the interests of each Participant in the Plan in respect of Participant and Company Contributions may be ascertained. Such individual accounts shall be posted periodically. The Account  will reflect  Shares purchased  by Participant  and Company  Contributions which  have  been allocated  to  such account  as well  as any New  Issue and Secondary Offering Shares transferred into the Plan.









8. RELEASE OF CERTIFICATES
8.1 A Participant   may, subject to this Section   and section 12.5, elect to receive certificates representing Shares in the Participant's Account (a "Release"). Such Release shall require prior written notice to the Administrator of at least fourteen (14) days. Except as set out in Section 9 or unless otherwise determined by the  Company, a Participant may not make such election more than once in any four month period.


8.2 Subject to  Section  8.1, a Participant  who  has notified the  Administrator that  the Participant  wishes to  withdraw the  whole  or  a part  of  the  Shares in the  Participant's Account shall be entitled to receive such Shares (provided  the Release is in respect of at least 10 Shares), computed to the  date the  notice  is received  by the  Administrator. A share certificate representing the appropriate number of Shares, registered in the name of such Participant or to an account for which the Participant is the beneficial holder, will be provided to the Participant. If such Participant is withdrawing the entire  Account and is entitled to a fraction of a Share upon such Release, an amount  equal to the value of  such  fraction   shall  be  paid  to  the  Participant.  At the Participant's option, the Administrator:


(a) may  sell Shares in  the  Participant's  Account, in  which  case a Release will  be comprised of the proceeds of such sale less all applicable taxes and the expenses which are chargeable to the Participant pursuant to Section 11.1;or
(b)    may transfer Shares to a brokerage account  in the Participant's name.




8.3 The Company shall arrange to provide statements to Participants describing the particulars of each Release.


9. DISTRIBUTION ON TERMINATION OF EMPLOYMENT


9.1 Upon the termination of employment of any Participant   with the Company by reason of death, retirement or long-term disability, a Release shall be made in respect of all Shares held in the Participant's Account.


9.2 Upon the termination of employment of any Participant with  the  Company for any reason other  than  those specified  in Section 9.1and  except as may be determined by the Company, in its discretion, as contemplated by Section 9.4, a Release shall be made in respect of all Shares held in the Participant's Account at that time.


9.3 A certificate for such Shares, registered in the name of such Participant, or in such name as the Participant may direct, shall be mailed to the Participant. If the Participant shall be entitled to a fraction of a Share upon such termination, an amount equal to the value of such fraction shall be paid to such Participant.


9.4 Upon the termination of employment of any Participant  with  the  Company for any reason, the  Release of the  Shares held in the  Participant's Account  shall be made in such manner  as the  Company determines, unless the Participant  makes an election in accordance with Section 8.2 within  30 days of the date of determination.


10. THE ADMINISTRATOR


10.1  The  Company   shall  appoint   a  person,  firm   or   company   to   serve  as   the administrator under  the  Plan. The Company and the Administrator shall enter into an agreement (the Administration Agreement"), which shall provide for the application of amounts received to purchase Shares. The Administration Agreement shall 





provide that the Administrator holds such Shares as agent for the Participants in accordance with the Plan. The Administration Agreement shall contain such other terms and provisions, not inconsistent with the Plan, as the Company shall approve. The Company shall have the right, at any time and from time to time, to remove from office the Administrator under the Plan and to appoint another Administrator in its stead in accordance with the terms of the Administration Agreement.


11. ADMINISTRATION


11.1 The Plan shall be administered by the Company in accordance with its provisions. All costs and expenses of administering the Plan, except as otherwise set out in the Plan, will be paid by the Company. Commissions, if any, on the purchase of Shares shall be paid by the Plan. All brokerage fees and other expenses related to the sale of a Participant's Shares shall be charged by the Company to such Participant. The Company may, from  time  to time, establish  administrative rules and regulations relating  to the operation of the Plan as it may deem necessary to further the purpose of the Plan and amend  or  repeal  such  rules  and  regulations.  The Company, in   its discretion, may appoint a committee for the purpose of interpreting, administering, and implementing the Plan. The Company may also delegate to any director, officer or employee of the Company such administrative duties and powers as it may see fit.


12. GENERAL PROVISIONS


12.1 The Company shall arrange for the distribution to each Participant of a statement of the Participant's account balances in the Participant's Account quarterly during each Fiscal Year or such other periodic basis as the Company decides from time to time.


12.2  The interest   of  any  Participant   in  the  Plan shall not  be  assignable, either  by voluntary  assignment or by operation of law, except upon death  or upon mental incompetency, or as otherwise specifically permitted herein.


12.3  Participation in  the  Plan shall  be  entirely voluntary   and  any  decision  not  to participate  shall  not   affect   any  Employee's  employment  with   the   Company.  No Employee, Participant or other person shall have any claim or right to participate under the Plan. Participation in this Plan shall not affect the right of the Company to terminate the employment of a Participant. Neither  any period of notice, if any, nor any payment in lieu  thereof, or  combination thereof, upon  termination of  employment shall be considered as extending the period of employment for the purposes of the Plan.


12.4 The Plan and the implementation thereof is subject to such governmental and stock exchange approvals or consents that now or in the future are applicable.  As a condition of participating in the Plan, each Participant  agrees to comply  with  all laws, rules and regulations which may apply in connection with the Plan and agrees to furnish to  the  Company  all  information and  undertakings   as may    be  required to  permit compliance with such laws, rules and regulations.


12.5 The Company may adopt  and apply rules that, in its opinion, will ensure that  the Company will  be able to  comply  with  applicable  provisions  of any federal, provincial, state  or  local  law  relating to  withholding of  tax, including on  the  amount,  if  any, includable in income  of a Participant. The Company shall have the right in its discretion to satisfy withholding tax liability by retaining or purchasing Shares acquired by a Participant under the Plan.







13. VOTING OF SHARES IN THE PLAN


13.1 The Company shall furnish each Participant with a copy of a notice of each meeting of shareholders of Atlas and other material sent to holders of Shares.


13.2 A Participant  may provide instruction as to the voting of Shares at any meeting  at which  the  holders  of  Shares are entitled to  vote  in  respect  of  the  number  of  whole shares standing to the Participant's credit in the Participant's Account. Such instruction must be given on a proxy form provided by the Administrator or the Company.


14. AMENDMENT OR TERMINATION OF THE PLAN


14.1 The Company reserves the right at any time to terminate the Plan. The Company may amend or suspend, in whole or in part, the Plan, including such amendments to the Plan as may be necessary or desirable, in the opinion  of the  Company, to comply with the rules or regulations  of any governmental authority or stock exchange that  apply to the Plan, provided, however, that:


(a) any approvals required  under any applicable law are obtained; and




(b) no such amendment or suspension, unless required by law, shall be made at any time  which has the  effect  of adversely affecting the  existing rights of a Participant  in  respect  of  Contributions which  have  been  made, or Shares which   have  been  acquired   under   the  Plan,  prior   to  the   date  of  such amendment or suspension.