Exhibit 10.8


 


RITCHIE BROS. AUCTIONEERS INCORPORATED


 


EMPLOYEE
RESTRICTED SHARE UNIT PLAN


 


ARTICLE 1


PURPOSE


 


		1.1	Purpose



 


The
purposes of this Restricted Share Unit Plan (the “Plan”)
are to: (a) enhance the Corporation’s ability to provide longer term incentive compensation to Participants which is linked
to performance of the Corporation and not dilutive to shareholders, (b) assist the Corporation in attracting, retaining and motivating
the Participants; (c) provide incentives and motivation for Participants through equity-based incentives that link compensation
with the value of the Corporation’s Common Shares; and (d) promote a closer alignment of interests between Participants and
the shareholders of the Corporation by associating a portion of Participants’ compensation with the Corporation’s Common
Share price, that promotes and recognizes the success and growth of the Corporation and assists in creating value for shareholders
of the Corporation. This Plan is effective as of January 23, 2013.


 


ARTICLE 2


INTERPRETATION


 


		2.1	Definitions



 


In
and for the purposes of this Plan, except as otherwise expressly provided:


 


“Affiliate”
means any corporation, partnership or other entity in which the Corporation, directly or indirectly, has a majority ownership interest.


 


“Applicable
Laws” means all corporate, securities or other laws (whether Canadian or foreign, federal, provincial or state)
applicable to the Corporation in relation to the implementation and administration of this Plan and the matters contemplated herein.


 


“Applicable
Tax Withholdings” means any and all taxes and other source deductions or other amounts which the Corporation or
any Affiliate is required by law to withhold or deduct in respect of any amount or amounts to be paid or credited under this Plan.


 


“Beneficiary”
of any Participant means, subject to any Applicable Laws, an individual who, on the date of the Participant’s death, has
been designated by the Participant to receive benefits payable under this Plan following the death of the Participant, either in
a Grant Agreement or in such other form as may be approved for such purpose by the Committee or the Corporation, or, where no such
designation is validly in effect at the time of death of a Participant, or if no such individual validly designated survives the
Participant until payment of benefits payable under this Plan in respect of RSUs credited to the Participant’s RSU Account,
the legal representative (an administrator, executor, committee or other like person) of the Participant.


 


“Board”
means the board of directors of the Corporation.


 




     


     


    

  


“Board
Guidelines” has the meaning defined in section 9.5.


 


“Business
Day” means a day which is not a Saturday or Sunday or a day observed as a holiday under the laws of the Province
of British Columbia.


 


“Cause”
for the purposes of the Plan, notwithstanding the terms of any agreement between the Corporation or an Affiliate and any Participant,
unless otherwise defined in the applicable Grant Agreement or Grant Letter in respect of any RSUs granted or awarded to any Participant,
means the wilful and continued failure by a Participant to substantially perform, or otherwise properly carry out, the Participant’s
duties on behalf of the Corporation or an Affiliate, or to follow, in any material respect, the lawful policies, procedures, instructions
or directions of the Corporation or any applicable Affiliate (other than any such failure resulting from the Participant’s
Disability or incapacity due to physical or mental illness), or the Participant wilfully or intentionally engaging in illegal or
fraudulent conduct, financial impropriety, intentional dishonesty, breach of duty of loyalty or any similar intentional act which
is materially injurious to the Corporation, or which may have the effect of materially injuring the reputation, business or business
relationships of the Corporation or an Affiliate, or any other act or omission constituting cause for termination of employment
without notice or pay in lieu of notice at common law. For the purposes of this definition, no act, or failure to act, on the part
of a Participant shall be considered “wilful” unless done, or omitted to be done, by the Participant in bad faith and
without reasonable belief that the Participant’s action or omissions were in, or not opposed to, the best interests of the
Corporation and its Affiliates.


 


“Committee”
means the Compensation Committee and any committee of the Board which may subsequently be established or designated for this purpose
and to which the Board delegates administration of this Plan, provided that if the Compensation Committee ceases to exist, without
any successor committee coming into existence, “Committee” shall mean the Board.


 


“Committee
Guidelines” has the meaning defined in section 9.6.


 


“Common
Shares” means common shares in the capital of the Corporation.


 


“Corporation”
means Ritchie Bros. Auctioneers Incorporated.


 


“Disability”
in respect of any Participant, for the purposes of this Plan, means any physical or mental incapacity of the Participant that prevents
the Participant from substantially fulfilling the Participant’s duties and responsibilities on behalf of the Corporation,
or, if applicable, an Affiliate, or the Participant, to a substantial degree, being unable, due to illness, disease, affliction,
mental or physical disability or incapacity or similar cause, to fulfill the Participant’s duties and responsibilities as
an employee of the Corporation or, if applicable, an Affiliate.


 


“Dividends”
means ordinary course cash dividends which are declared and paid by the Corporation on the Common Shares (and, for greater certainty,
“Dividends” will not include dividends which are payable in shares or securities or in assets other than cash but
will, however, include dividends which may be declared in the ordinary course by the corporation on the Common Shares which are
payable, at the option of a shareholder, either in cash or in shares or securities or in assets other than cash, reflecting the
cash amount per Common Share of such dividend).


 




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“Dividend
Equivalents” has the meaning defined in section 4.2.


 


“Employed”
with respect to a Participant, means that (a) the Participant is performing work at a workplace of the Corporation or an Affiliate,
or elsewhere on behalf of and at the direction of the Corporation or an Affiliate, or (b) the Participant is not actively so performing
such work due to a Period of Absence, and (c) has not been given, or received, a notice of termination of employment by the Corporation
or an Affiliate. For greater certainty, a Participant shall not be considered “Employed” or otherwise an Employee during
any Notice Period that arises upon the involuntary termination of the employment, whether for Cause or otherwise, of the Participant
by the Corporation or an Affiliate, as applicable.


 


“Employee”
means an employee of the Corporation or of any Affiliate.


 


“Fair
Market Value” of a Common Share on any day means the volume weighted average price of the Common Shares reported
by the New York Stock Exchange for the twenty trading days immediately preceding that day (or, if the Shares are not then listed
and posted for trading on the New York Stock Exchange, on such other exchange or quotation system as may be selected for that purpose
by the Committee), provided that if the Common Shares are not listed or posted on any exchange or quotation system, the Fair Market
Value of the Common Shares will be the fair market value of the Common Shares as determined by the Committee, and provided that
if the Fair Market Value as so determined is not denominated in United States currency, the “Fair Market Value” shall
be the U.S. dollar equivalent of the Fair Market Value as herein otherwise determined.


 


“Grant
Agreement” means an agreement between the Corporation and a Participant evidencing any RSUs granted or awarded,
as contemplated in section 3.6, and “Grant
Letter” means a letter issued to a Participant by the Corporation as contemplated in section 3.6, in each case
together with such schedules, exhibits, amendments, deletions or changes thereto as are permitted under this Plan.


 


“Grant
Date” for any RSUs means the effective date of the grant or award of such RSUs to a Participant under section
3.1.


 


“Income
Tax Regulations” means regulations under the Income
Tax Act (Canada).


 


“Notice
Period”, in respect of any Participant whose employment is terminated by the Corporation (or an Affiliate), means
such period, if any, as the Committee or an executive officer (other than the Participant) may in their discretion, designate as
the period of notice required to be given to the Participant in respect of termination of his or her employment without Cause (and,
for greater certainty, there is no obligation for uniformity of treatment of Participants, or any group of Participants, whether
based on salary grade or organization level or otherwise).


 


“Participant”
means an Employee who has been designated by the Board or Committee as eligible to participate in this Plan pursuant to section
3.1.


 




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“Period
of Absence”, with respect to any Participant, means a period of time throughout which the Participant is on maternity
or parental or other leave or absence approved by the Corporation (or, if applicable, an Affiliate) or required by law, or is experiencing
a Disability.


 


“Restricted
Share Unit” or “RSU”
means one notional Common Share (without any of the attendant rights of a shareholder of such share, including the right to vote
such share and the right to receive dividends thereon, except to the extent otherwise expressly provided herein) credited by bookkeeping
entry to a notional account maintained for the Participant in accordance with this Plan.


 


“Restricted
Share Unit Account” or “RSU
Account” means an account described in section 4.1.


 


“Retirement”
of a Participant, unless otherwise defined in the applicable Grant Agreement or Grant Letter in respect of any RSUs
granted or awarded to the Participant, means the retirement of the Participant when the Participant is not less than 55 years of
age.


 


“Section
409A” means section 409A of the Internal Revenue Code of the United States of America, including the rules and
authority thereunder.


 


“U.S.
Participant” means a Participant that is a United States citizen, a resident of the United States of America (including
the States and the District of Columbia and its territories and possessions and other areas subject to its jurisdiction) or is
otherwise subject to taxation under the Internal Revenue Code of the United States of America, as amended, in respect of the Participant’s
compensation from the Corporation or an Affiliate.


 


“Vested
Restricted Share Unit” and “Vested
RSU” have the meanings defined in section 5.1.


 


“Vesting
Period”, in respect of any RSU, except as the Committee may otherwise determine, means the period commencing on
the effective date of the grant or award of such RSU and ending on such time as the Board or Committee may determine pursuant to
sections 3.1 and 3.2, provided, however, that such period may be reduced or eliminated from time to time or at any time as determined
by the Board or Committee. Except as may otherwise be determined by the Board or Committee, the Vesting Period for any RSU granted,
awarded or credited pursuant to section 4.2 the same as the Vesting Period of the RSU in respect of which such additional RSUs
are granted, awarded or credited.


 


		2.2	Interpretation



 


In
and for the purposes of this Plan, except as otherwise expressly provided:


 


		(a)	“this Plan” means this Performance Share
Unit Plan as it may from time to time be modified, supplemented or amended and in effect;



 


		(b)	all references in this Plan to a designated “Article”,
“section” or other subdivision is to the designated Article, section or other subdivision of, this Plan;



 




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		(c)	the words “herein”, “hereof”
and “hereunder” and other words of similar import refer to this Plan as a whole and not to any particular Article,
section or other subdivision of this Plan;



 


		(d)	the headings are for convenience only and do not form
a part of this Plan and are not intended to interpret, define or limit the scope, extent or intent of this Plan or any provision
hereof;



 


		(e)	the singular of any term includes the plural, and vice
versa, the use of any term is generally applicable to any gender and, where applicable, a body corporate, the word “or”
is not exclusive and the word “including” is not limiting whether or not non limiting language is used;



 


		(f)	any reference to a statute includes such statute and
the regulations made pursuant thereto, with all amendments made thereto and in force from time to time, and any statute or regulations
that may supplement or supersede statute or regulations; and



 


		(g)	where the time for doing an act falls or expires on a
day which is not a Business Day, the time for doing such act is extended to the next Business Day.



 


		2.3	Governing
Law



 


This
Plan will be governed by and construed in accordance with the laws of the Province of British Columbia. The validity, construction
and effect of this Plan, any rules and regulations relating to this Plan, and any determination, designation, notice, election
or other document contemplated herein shall be determined in accordance with the laws of the Province of British Columbia and the
laws of Canada applicable therein.


 


		2.4	Severability



 


If
any provision or part of this Plan is determined to be void or unenforceable in whole or in part, such determination shall not
affect the validity or enforcement of any other provision or part hereof.


 


		2.5	Language



 


The
Corporation and the Participants confirm their desire that this document along with all other documents including all notices relating
hereto, be written in the English language. La Corporation et les participants confirment leur volonté que ce document de
même que tous les documents, y compris tout avis, s’y rattachant soient rédigés en anglais.


 


		2.6	Currency



 


Except
where expressly provided otherwise, unless the Committee determines otherwise, all references in this Plan to currency and all
payments to be made pursuant hereto shall be in U.S. currency. Unless the Committee otherwise determines, any currency conversion
required to be made hereunder from United States dollars to a foreign currency, or vice versa, will be made at the Bank of Canada
noon rate of exchange on the relevant day.


 




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ARTICLE 3


ELIGIBILITY AND
AWARDS


 


		3.1	Eligibility
and Grant of Awards



 


Subject
to the terms and conditions of this Plan and any Board Guidelines or Committee Guidelines, the Board or Committee may from time
to time while this Plan is in force;


 





		(a)	determine the Employees who may participate in this Plan
and designate any Employee as being a Participant under this Plan; and



 


		(b)	award or grant RSUs to any Participant and determine
the number or value of RSUs granted or awarded to each Participant, the vesting criteria (if any) and vesting period and other
terms, conditions and provisions applicable to such award or grant or RSUs that are consistent with this Plan and that the Board
or Committee in its discretion determines to be appropriate.



 


		3.2	Terms
and Conditions



 


Without
limiting the generality of Section 3.1, subject to Section 6.2, for greater certainty, pursuant to Section 3.1 the Board and Committee
have authority to determine, in their discretion, the Employees to whom RSUs may be awarded or granted, the number or value of
RSUs that are awarded or granted to any Participant and the terms, conditions and provisions of any RSUs awarded or granted, including,
without limitation, (i) the time and manner in which any RSU shall vest; (ii) applicable conditions and vesting provisions and
Vesting Period applicable to any RSUs; (iii) any additional conditions with respect to payment or satisfaction of any RSUs following
vesting of such RSUs; and (iv) any other terms and conditions as the Board or Committee may in its discretion determine.


 


In
making such determination, the Board or Committee shall consider the timing of crediting RSUs to the Participant’s RSU Account
and the vesting requirements applicable to such RSUs to endeavour to ensure that the crediting of the RSUs and the vesting requirements
and payment to be made hereunder will not be subject to the “salary deferral arrangement” rules under the Income
Tax Act (Canada) and any applicable provincial legislation.


 


		3.3	Service
Period



 


Awards
of RSUs may be made to Participants in respect of services to be performed by the Participant in the current calendar year.


 


		3.4	Awards
at any Time



 


The
Board or Committee may make awards of RSUs at any time and from time to time during any year while this Plan is in force, and such
designations and awards need not be made at the same time or times in any year as in any other year.


 




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		3.5	Limitation on Rights



 


Except
as expressly set out herein or in any Board Guidelines, Committee Guidelines or any Grant Agreement or Grant Letter, nothing in
the Plan or in any of the Board Guidelines or Committee Guidelines or in any Grant Agreement or Grant Letter nor any action taken
hereunder shall confer on any Employee or Participant any right to be awarded any RSUs or additional RSUs. Except as expressly
set out herein or in any Board Guidelines or Committee Guidelines, there is no obligation for uniformity of treatment of Participants,
or any group of Employees and the Board or Committee shall have authority, in their absolute discretion, to determine the Employees
to whom RSUs are awarded and the number or value of RSUs awarded to any Participant, which may reflect such matters as the Board
or Committee, in their absolute discretion, may consider. Any award of RSUs made to any Participant shall not obligate the Board
or Committee to make any subsequent award to such Participant.


 


		3.6	Grant
Agreements and Grant Letters



 


Each
award or grant of RSUs shall be evidenced by a written agreement (a “Grant
Agreement”) between the Corporation and the Participant or a letter (a “Grant
Letter”) issued to a Participant by the Corporation, or, if the Board or Committee so determines, all awards or
grants of RSUs to any Participant in any calendar year, or other period of 12 consecutive months (or such longer period as may
be determined by the Board or the Committee) may be evidenced by a Grant Agreement or Grant Letter, issued annually (or in such
other frequency as the Board or Committee may determine), in each case in such form as may be prescribed, specified or approved
by the Board or Committee. A Participant will not be entitled to any award of RSUs or any benefit of this Plan unless the Participant
agrees with the Corporation to be bound by the provisions of this Plan. By entering into an agreement described in this Section
3.6, each Participant shall be deemed conclusively to have accepted and consented to all terms and conditions of this Plan and
all actions or decisions made by the Board or the Committee or any person to whom the Committee may delegate administrative powers
and duties hereunder, in relation to this Plan. The provisions of this Plan shall also apply to and be binding on Beneficiaries,
other legal representatives, other beneficiaries and successors of each Participant. For greater certainty, no certificate shall
be issued with respect to any RSUs.


 


		3.7	Beneficiaries



 


A
Participant may, by written notice or election delivered to the Corporate Secretary of the Corporation, in such form and executed
and delivered in such manner as the Committee may from time to time determine, specify or approve (i) designate one or more individuals
to receive the benefits payable under this Plan following the death of the Participant, and (ii) modify, alter, change or revoke
any such designation, subject always to the provisions and requirements of applicable law. For greater certainty, the validity
of such designation, or any such modification, alteration, change or revocation, will be subject to the laws of the jurisdiction
of residence of the Participant.


 




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		3.8	No
                                         Right to Hold Office



 


This
Plan shall not be interpreted as either an employment agreement or a trust agreement. Nothing in this Plan nor any Board Guidelines,
Committee Guidelines nor any Grant Agreement or Grant Letter nor any election made pursuant to this Plan nor any action taken hereunder
shall be construed as giving any Participant the right to be retained in the continued employ or service of the Corporation or
any of its Affiliates, or, except as expressly set out herein, confer on any Participant any right to be awarded any RSUs, or giving
any Participant, any Beneficiary, any dependent or relation as may be designed by a Participant by testamentary instrument or otherwise,
or any other person, the right to receive any benefits not specifically expressly provided in this Plan nor shall it interfere
in any way with any other right of the Corporation or any Affiliate to terminate the employment or service of any Participant at
any time or to increase or decrease the compensation of any Participant.


 


		3.9	No
Representations



 


		(a)	The Corporation makes no representations or warranties
to any Participant with respect to this Plan or RSUs. Participants are expressly advised that the value of any RSUs will, among
other things, fluctuate with the trading price of Common Shares.



 


		(b)	Participants agree to accept all risks associated with
a decline in the market price of Common Shares and all other risks associated with the holding of RSUs.



 


		3.10	No
Restriction on Corporate Action



 


Nothing
contained in this Plan shall be construed to prevent the Corporation from taking any corporate action which is determined by the
Board or the Committee to be appropriate or in the best interests of the Corporation, whether or not such action would have an
adverse effect on this Plan or any RSUs credited under this Plan and no Participant nor any other person shall have any claim against
the Corporation as a result of any such action.


 


		3.11	Compensation
Programs



 


Neither
the adoption of this Plan nor any Board Guidelines or Committee Guidelines nor the provisions of any Grant Agreement or Grant Letter
nor any election made pursuant to this Plan nor any action taken hereunder shall be construed as any limitation on the power or
authority of the Board or Committee, subject to Applicable Law, to (i) amend, modify, alter or suspend the compensation structure
or programs of the Corporation for employees; or (ii) adopt any compensation structure or programs, whether in replacement of,
or in substitution for any other compensation structure or program of the Corporation, for employees or otherwise, including the
grant or awarding of any “restricted share units” or “performance share units” (whether on the same terms
and conditions as set out herein or otherwise), either generally or only in specific cases.


 




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		3.12	No
Awards Following Last Day of Active Employment



 


Without
limiting the generality of section 3.5, in the event any Participant ceases to be Employed for any reason, notwithstanding any
other provision hereof, and notwithstanding any provision of any employment agreement between any Participant and the Corporation
or any Affiliate, such Participant shall not have the right to be awarded any additional RSUs, and shall not be awarded any RSUs
pursuant to section 3.1 or section 4.2, after the last day of active employment of such Participant on which such Participant actually
performs the duties of the Participant’s position, whether or not such Participant receives a lump sum payment of salary
or other compensation in lieu of notice of termination, or continues to receive payment of salary, benefits or other remuneration
for any period following such last day of active employment. Notwithstanding any other provision hereof, or any provision of any
employment agreement between any Participant and the Corporation or any Affiliate, in no event will any Participant have any right
to damages in respect of any loss of any right to be awarded RSUs pursuant to section 3.1 or section 4.2 after the last day of
active employment of such Participant.


 


ARTICLE 4


RESTRICTED SHARE UNIT ACCOUNTS


 


		4.1	Restricted
Share Unit Accounts



 


A
notional account will be established for each Participant, to reflect such Participant’s interest under this Plan. The account
so established shall be (i) credited with the number of RSUs (including, if applicable, fractional RSUs) credited pursuant to section
3.1 and (ii) adjusted to reflect additional RSUs (including, if applicable, fractional RSUs) credited pursuant to section 4.2,
and the cancellation of RSUs (including, if applicable, fractional RSUs) with respect to which payments are made pursuant to section
6.1 or which fail to vest as contemplated in Article 5 or Article 7. RSUs that fail to vest in a Participant pursuant to Article
5 or Article 7, or that are paid out to the Participant or the Participant’s Beneficiary or legal representatives, shall
be cancelled and cease to be recorded in the Participant’s RSU Account as of the date on which such RSUs are forfeited or
cancelled under this Plan or are paid out, as the case may be. Each such account shall be established and maintained for bookkeeping
purposes only. Neither this Plan nor any of the accounts established hereunder shall hold any actual funds or assets.


 


		4.2	Dividend
Equivalents



 


The
RSU Account of each Participant will be credited with additional RSUs (including, if applicable, fractional RSUs) (“Dividend
Equivalents”) on each dividend payment date in respect of which Dividends are paid by the Corporation on the Common
Shares. Such Dividend Equivalents will be computed by dividing: (i) the product obtained by multiplying the amount of the Dividend
declared and paid by the Corporation on the Common Shares on a per share basis by the number of RSUs recorded in the Participant’s
RSU account on the record date for the payment of such Dividend, by (ii) the Fair Market Value of a Common Share on the date the
Dividend is paid by the Corporation, with fractional RSUs calculated and rounded to two decimal places. Notwithstanding the foregoing,
no additional RSUs shall be credited to the account of one or more Participants pursuant to this section 4.2 from and after the
date on which the Participant ceases to be Employed.


 




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		4.3	Reorganization Adjustments



 


		(a)	In the event of any declaration of any stock dividend
payable in securities (other than a dividend which may be paid in cash or in securities at the option of the holder of Common
Shares), or any subdivision or consolidation of Common Shares, reclassification or conversion of Common Shares, or any combination
or exchange of securities, merger, consolidation, recapitalization, amalgamation, plan of arrangement, reorganization, spin off
involving the Corporation or other distribution (other than normal course cash dividends) of Corporation assets to holders of
Common Shares or any other similar corporate transaction or event, which the Committee determines affects the Common Shares such
that an adjustment is appropriate to prevent dilution or enlargement of the rights of Participants under this Plan, then, subject
to any relevant resolutions of the Board (if required in the opinion of the Corporation’s counsel) the Committee, in its
sole discretion, and without liability to any person, shall make such equitable changes or adjustments, if any, as it considers
appropriate, in such manner as the Committee may consider equitable, to reflect such change or event including, without limitation,
adjusting the number of RSUs outstanding under this Plan, provided that the value of the RSUs credited to a Participant’s
RSU Account immediately after such an adjustment shall not exceed the value of the RSUs credited to such account immediately prior
thereto.



 


		(b)	The Corporation shall give notice to each Participant
in the manner determined, specified or approved by the Committee of any change or adjustment made pursuant to this section and,
upon such notice, such adjustment shall be conclusive and binding for all purposes.



 


		(c)	The Committee may from time to time adopt rules, regulations,
policies, guidelines or conditions with respect to the exercise of the power or authority to make changes or adjustments pursuant
to section 4.3(a). The Committee, in making any determination with respect to changes or adjustments pursuant to section 4.3(a),
shall be entitled to impose such conditions as it considers or determines necessary in the circumstances, including conditions
with respect to satisfaction or payment of all applicable taxes (including, but not limited to, withholding taxes).



 


		(d)	The existence of outstanding RSUs shall not affect in
any way the right or power and authority of the Corporation or its shareholders to make or authorize any alteration, recapitalization,
reorganization or any other change in the Corporation’s capital structure or its business or any merger, amalgamation, combination
or consolidation of or 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 amend the terms and conditions or rights and restrictions thereof
(ranking ahead of the Common Shares or otherwise), or any right thereto, or to effect 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 character or otherwise.



 




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ARTICLE 5


VESTING


 


		5.1	Vesting
General



 


Subject
to section 5.2, unless the Board or Committee otherwise determines, all RSUs awarded pursuant to section 3.1 to any Participant
shall vest at the time and in the manner determined by the Board or Committee at the time of the award or grant and shall be set
out in (or in a Schedule or Exhibit to) the Grant Agreement or Grant Letter evidencing the award of such RSUs, provided that, subject
to the provisions of Article 7, such Participant remains Employed by the Corporation or an Affiliate at the expiry of the Vesting
Period applicable to such RSUs. For greater certainty, RSUs that have been granted or awarded to a Participant and which do not
vest in accordance with this Article 5 or Article 7, as applicable, shall be forfeited by the Participant and the Participant will
have no further right, title or interest in such RSUs and shall have no right to receive any cash payment with respect to any RSU
that does not become a vested RSU. All RSUs referred to in section 4.2 shall vest at the time when the RSUs in respect of which
such Dividend Equivalents were credited vest. Except where the context requires otherwise, each RSU which vests pursuant to this
section 5.1 shall be referred to as a “Vested
Restricted Share Unit” or “Vested
RSU” and collectively as “Vested
Restricted Share Units” or “Vested
RSUs”.


 


		5.2	Waiver
of Vesting Conditions



 


Subject
to section 6.4, the Board or Committee may, in its discretion, waive any restrictions with respect to vesting criteria, conditions,
limitations or restrictions with respect to any RSUs granted or awarded to any Participant (including reducing or eliminating any
Vesting Period originally determined) and may, in its discretion, at any time permit the acceleration of vesting of any or all
RSUs or determine that any RSU has vested, in whole or in part, all in such manner and on such terms as may be approved by the
Board or Committee, where in the opinion of the Board or Committee it is reasonable to do so and does not prejudice the rights
of the Participant under the Plan.


 


ARTICLE 6

PAYMENT FOLLOWING VESTING


 


		6.1	Payment
Following Vesting



 


Subject
to Article 7, following vesting of any RSU recorded in any Participant’s RSU Account, the Corporation will pay the Participant
a cash payment in an amount equal to the number of such Vested RSUs multiplied by the Fair Market Value of one Common Share as
at the date of vesting, payable by a lump sum payment in cash, net of all Applicable Tax. Notwithstanding the foregoing, if at
the date of vesting of any RSUs, a Participant or the Corporation may be in possession of undisclosed material information regarding
the Corporation, or on such date of vesting, pursuant to any insider or securities trading policy of the Corporation, the ability
of a Participant or the Corporation to trade in securities of the Corporation may be restricted, the Committee may, in its discretion,
determine that the cash payment to be paid to any Participant in respect of any Vested RSUs shall be an amount equal to the number
of Vested RSUs multiplied by the Fair Market Value of one Common Share as at such date, following the date of vesting, which is
after the later of (i) the date on which the Participant or the Corporation is no longer in possession of material undisclosed
information and (ii) the date on which the ability of the Participant or the Corporation to trade in securities of the Corporation
is not restricted, as may be determined by the Committee.


 




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		6.2	Restriction



 


For
greater certainty, no terms or conditions determined by the Board or the Committee pursuant to section 3.1 or 3.2 may have the
effect of causing payment of the value of a RSU to a Participant, or the personal representatives of a Participant, after December
31 of the third calendar year following the calendar year in respect of which such RSU (or, in the case of any additional RSU credited
pursuant to section 4.2, the RSU in respect of which such additional RSU was credited) was granted or awarded.


 


		6.3	Time
of Payment



 


Subject
to section 6.2, amounts payable pursuant to section 6.1 will be paid as soon as practicable following the end of the month in which
the RSUs vest after the Corporation has determined the number of RSUs that have vested. Notwithstanding the foregoing, if payment
of any amount pursuant to this section 6.3 would otherwise occur at any time during which a Participant may be in possession of
undisclosed material information regarding the Corporation, or at any time during which, pursuant to any insider or securities
trading policy of the Corporation, the ability of a Participant to trade in securities of the Corporation may be restricted, unless
the Committee otherwise determines, payment will be postponed to the date which is five days after the later of (i) the date on
which the Participant is no longer in possession of material undisclosed information or (ii) the date on which the ability of the
Participant to trade in securities of the Corporation is not restricted.


 


		6.4	U.S.
Participants



 


		(a)	It is intended that this Plan, and RSUs granted hereunder,
and payments made pursuant to this Plan, shall comply with, or qualify for an exemption from, the requirements of Section 409A
and shall be construed consistently therewith and interpreted in a manner consistent with that intention.



 


		(b)	Subject to section 6.4(c), the Committee will not, pursuant
to section 5.2, waive any restrictions with respect to vesting criteria, limitations or restrictions in respect of any RSUs granted
to any U.S. Participant that, absent such waiver, would not vest prior to the Participant ceasing to be an Employee, where, to
the knowledge of the Committee, absent such waiver, this Plan, the RSUs granted to any U.S. Participant, and any payment to be
made pursuant to this Plan in respect thereof, would comply with, or qualify for an exemption from, the requirements of Section
409A, but would not, as a result of such waiver comply with, or qualify for an exemption from, the requirements of Section 409A.



 




    	 	12	 



     


    

  


		(c)	Notwithstanding the foregoing, or any other provision
of this Plan, and without limiting the generality of section 9.7(b), the Corporation and its Affiliates make no undertaking to
preclude Section 409A from applying to this Plan or any RSUs granted hereunder, and none of the Corporation, any of its Affiliates,
the Board, the Committee, nor any member thereof, nor any officer, employee or other representative of the Corporation or any
Affiliate shall have any liability to any U.S. Participant, or any Beneficiary or other person, if any RSU that is intended to
be exempt from, or compliant with, Section 409A is not so exempt or compliant, or for any action taken by the Committee pursuant
to the provisions of this Plan, including, without limitation, sections 5.2 and 6.1, and have no liability to any Participant
for any taxes, interest or penalties resulting from any non-compliance with the requirements of Section 409A, and without limiting
the generality of section 9.9, U.S. Participants (and their Beneficiaries and legal representatives) shall at all times be solely
responsible for payment of all taxes, interest and penalties under Section 409A or as a result of any non-compliance with the
requirements of Section 409A.



 


		(d)	All payments under the Plan to a U.S. Participant in
respect of any RSUs granted to a U.S. Participant will be made no later than the 15th day of the third month after
the taxation year of the Corporation in which such RSUs vest.



 


ARTICLE 7


TERMINATION


 


		7.1	Termination
Without Cause



 


Except
as otherwise determined by the Board or Committee from time to time, in their sole discretion, in the event of the termination
by the Corporation or an Affiliate of a Participant’s employment with the Corporation or an Affiliate other than for Cause,
including termination by the Corporation or an Affiliate of the Corporation of a Participant’s employment (i) following the
making of a declaration of a court of competent jurisdiction that the Participant is incapable of managing the Participant’s
own affairs by reason of mental infirmity or the appointment of a committee to manage such Participant’s affairs, or (ii)
following the Participant becoming substantially unable, by reason of a condition of physical or mental health, for a period of
three consecutive months or more, or at different times for more than six months in any one calendar year, to perform the duties
of the Participant’s position, all unvested Restricted Share Units recorded in such Participant’s RSU Account shall
continue to vest as contemplated in this Plan and:


 


		(a)	the Participant will be entitled to receive payment pursuant
to the provisions of Article 6 in respect of all RSUs recorded in such Participant’s RSU Account as at the last day of active
employment of such Participant that had vested as at the last day of active employment of such Participant; and



 


		(b)	the Participant will be entitled to receive payment pursuant
to the provisions of Article 6 in respect of all RSUs recorded in the Participant’s RSU Account as at the last day of active
employment of the Participant that vest after the last day of active employment of such Participant, provided that the payment
provided pursuant to section 6.1 shall be prorated to reflect the percentage of the Vesting Period which the period, commencing
on the Grant Date and ending on the last day of active employment of such Participant, bears to the Vesting Period.



 




    	 	13	 



     


    

  


For
purposes of the calculation in section 7.1(b), if the last day of active employment occurs other than on the last day of any month,
it shall be deemed to have occurred as of the last day of the month during which the last day of active employment occurred. In
addition, as contemplated in section 7.6, except as may be otherwise determined by the Board or the Committee, any Period of Absence
during any Vesting Period, prior to the date of termination of the Participant’s employment with the Corporation or an Affiliate,
shall be considered as active employment for the purposes of section 7.1(b).


 


		7.2	Termination
with Cause



 


Except
as otherwise determined by the Board or Committee from time to time, in their sole discretion, in the event of the termination
by the Corporation or an Affiliate of a Participant’s employment for Cause:


 


		(a)	the Participant will be entitled to receive payment pursuant
to the provisions of Article 6 in respect of all RSUs recorded in such Participant’s RSU Account as at the last day of active
employment of such Participant that had vested as at the last day of active employment of such Participant; and



 


		(b)	all RSUs recorded in the Participant’s RSU Account
as at the last day of active employment of such Participant that had not vested prior to the last day of active employment of
such Participant shall not vest and shall be forfeited and cancelled without payment.



 


		7.3	Resignation



 


Except
as otherwise determined by the Board or Committee from time to time, in their sole discretion, in the event of the voluntary termination
by any Participant of such Participant’s employment with the Corporation or an Affiliate other than as a result of the retirement
of the Participant in accordance with the normal retirement policy of the Corporation (or, if applicable, an Affiliate):


 


		(a)	the Participant will be entitled to receive payment pursuant
to the provisions of Article 6 in respect of all RSUs recorded in such Participant’s RSU Account as at the last day of active
employment of such Participant that had vested as at the last day of active employment of such Participant; and



 


		(b)	all RSUs recorded in the Participant’s RSU Account
as at the last day of active employment of such Participant that had not vested prior to the last day of active employment of
such Participant shall not vest and shall be forfeited and cancelled without payment.



 




    	 	14	 



     


    

  


		7.4	Retirement



 


Except
as otherwise determined by the Board or Committee from time to time, in their sole discretion, in the event of the termination
by any Participant of such Participant’s employment with the Corporation or an Affiliate as a result of the Retirement of
the Participant, all unvested RSUs recorded in the Participant’s RSU Account shall continue to vest as contemplated in this
Plan and:


 


		(a)	the Participant will be entitled to receive payment pursuant
to the provisions of Article 6 in respect of all RSUs recorded in such Participant’s RSU Account as at the last day of active
employment of such Participant that had vested as at the last day of active employment of such Participant; and



 


		(b)	the Participant will be entitled to receive payment pursuant
to the provisions of Article 6 in respect of all RSUs recorded in the Participant’s RSU Account as at the last day of active
employment of the Participant (and, if applicable, any RSUs referred to in section 4.2 credited to the Participant’s RSU
Account after such last day of active employment in relation to any RSUs recorded in such Participant’s RSU Account as at
such last day of active employment) that vest after the last day of active employment of such Participant.



 


		7.5	Death



 


Except
as otherwise determined by the Board or Committee from time to time, in its sole discretion, in the event of termination of a Participant’s
employment with the Corporation or an Affiliate as a result of the death of the Participant, all unvested RSUs recorded in the
Participant’s RSU Account shall continue to vest as contemplated in this Plan and:


 


		(a)	the Beneficiary or legal representatives of the Participant
will be entitled to receive payment pursuant to the provision of Article 6 in respect of all RSUs recorded in such Participant’s
RSU Account as at the date of death that had vested as at the date of death; and



 


		(b)	the Beneficiary or legal representative of the Participant
will be entitled to receive payment pursuant to the provisions of Article 6 in respect of all RSUs recorded in the Participant’s
RSU Account as at the date of death (and, if applicable, any RSUs referred to in section 4.2 credited to the Participant’s
RSU Account after the date of death in relation to any RSUs recorded in such Participant’s RSU Account as at the date of
death) that vest after the date of death.



 


		7.6	Periods
of Absence



 


Except
as otherwise determined by the Board or Committee from time to time, in their sole discretion, in the event that during any Vesting
Period for any unvested RSUs recorded in any Participant’s RSU Account a Participant experiences one or more Periods of Absence,
whether or not the Participant receives salary from the Corporation or an Affiliate during such Period of Absence, subject to the
provisions of section 7.1, 7.2, 7.3, 7.4, 7.5 or 7.7, any Period of Absence during any Vesting Period shall be considered as active
employment for the purposes of Article 6 and this Article 7, and all unvested RSUs recorded in such Participant’s RSU Account
shall continue to vest as contemplated in this Plan and the Participant will be entitled to receive payment pursuant to the provisions
of Article 6 in respect of all RSUs recorded in the Participant’s RSU Account that vest as provided in the Plan.


 




    	 	15	 



     


    

  


		7.7	Transfer
of Employment



 


A
Participant ceasing to be an employee of the Corporation or of an Affiliate shall not be considered a termination of employment
for the purposes of this Plan so long as the Participant continues to be an employee of the Corporation or of an Affiliate.


 


ARTICLE 8


NO RIGHTS AS SHAREHOLDER


 


		8.1	No
Rights as holder of Common Shares



 


For
greater certainty, nothing in this Plan, the Board Guidelines, the Committee Guidelines, any Grant Agreement or Grant Letter, nor
any election made pursuant to this Plan nor any action taken hereunder shall confer on any Participant any claim or right to be
issued Common Shares, on account of RSUs credited to the Participant’s RSU Account or otherwise, and under no circumstances
will RSUs confer on any Participant any of the rights or privileges of a holder of Common Shares including, without limitation,
the right to exercise any voting rights, dividend entitlement, rights of liquidation or other rights attaching to ownership of
Common Shares. For greater certainty, unless the Board or Committee otherwise determines, the RSUs shall not be considered equivalent
to Common Shares for purposes of determining whether a Participant is complying with or satisfying any share ownership guidelines
that may be adopted by the Board or any committee of the Board from time to time.


 


ARTICLE 9


ADMINISTRATION
OF PLAN


 


		9.1	Administration



 


Unless
otherwise determined by the Board or as otherwise specified herein:


 


		(a)	this Plan will be administered by the Committee; and



 


		(b)	subject to section 6.2, the Committee will have full
power and authority to administer this Plan and exercise all the powers and authorities granted to it under this Plan or which
it, in its discretion, considers necessary or desirable in the administration of this Plan, including, but not limited to, the
authority to:



 


		(i)	construe and interpret any provision hereof and decide
all questions of fact arising in connection with such construction and interpretation; and



 






    	 	16	 



     


    

 


		(ii)	make such determinations and take all steps and actions
as may be directed or permitted by this Plan and take such actions or steps in connection with the administration of this Plan
as the Committee, in its discretion, may consider or determine are necessary or desirable.



 


		9.2	Delegation



 


		(a)	The Committee, in its discretion, may delegate or sub-delegate
to the Corporation, any director, officer or employee of the Corporation or any third party service provider which may be retained
from time to time by the Corporation, such powers and authorities to administer this Plan and powers and authorities and responsibilities
in connection with the administration of this Plan or administrative functions under this Plan and to act on behalf of the Committee
and in accordance with the determinations of the Committee and Committee Guidelines to administer this Plan and implement decisions
of the Committee and the Board as the Committee may consider desirable and determine the scope of such delegation or sub-delegation
in its discretion.



 


		(b)	Subject to the power and authority of the Board or Committee
as set out herein, and any Board Guidelines or Committee Guidelines from time to time established and in effect, the executive
officers of the Corporation shall have power and authority to administer this Plan, under the authority of the Committee, as its
delegate, and have power to make recommendations to the Committee in the exercise of its powers and authority hereunder.



 


		9.3	Employment
of Agents



 


The
Corporation may from time to time employ persons to render advice with respect to this Plan and appoint or engage accountants,
lawyers or other agents, including any third party service provider or personnel it may consider necessary or desirable for the
proper administration of this Plan. Without limiting the generality of the foregoing, the Corporation may appoint or engage any
administrator or administrative agent as the Committee may approve from time to time to assist in the administration of this Plan
and to provide record keeping, statement distribution and communication support for this Plan.


 


		9.4	Record
Keeping



 


The
Corporation shall keep, or cause to be kept, accurate records of all transactions hereunder in respect of Participants and RSUs
credited to any Participant’s RSU Account. The Corporation may periodically make or cause to be made appropriate reports
to each Participant concerning the status of the Participant’s RSU Account in such manner as the Committee may determine
or approve and including such matters as the Committee may determine or approve from time or as otherwise may be required by Applicable
Laws.


 




    	 	17	 



     


    

  


		9.5	Board Guidelines



 


The
Board, in its discretion, may from time to time adopt, establish, approve, amend, suspend, rescind, repeal or waive such rules,
regulations, policies, guidelines and conditions (“Board
Guidelines”) in relation to the administration of this Plan as the Board, in its discretion, may determine are
desirable, within any limits, if applicable, imposed under Applicable Laws.


 


		9.6	Committee
Guidelines



 


Subject
to the exercise by the Board of the powers and authority of the Board as set out herein, and the Board Guidelines from time to
time established and in effect, the Committee may from time to time adopt, establish, amend, suspend, rescind or waive such rules,
regulations, policies, guidelines and conditions (“Committee
Guidelines”) for the administration of this Plan, including prescribing, specifying or approving forms or documents
relating to this Plan, as the Committee, in its discretion, may determine are desirable, within any limits, if applicable, imposed
under Applicable Laws, including, without limitation, in order to comply with the requirements of this Plan or any Board Guidelines
or in order to conform to any law or regulation or to any change in any law or regulation applicable to this Plan.


 


		9.7	Interpretation
                                         and Liability



 


		(a)	Any questions arising as to the interpretation and administration
of this Plan may be determined by the Committee. Absent manifest error, the Committee’s interpretation of this Plan, and
any determination or decision by the Board or the Committee and all actions taken by the Board or the Committee or any person
to whom the Committee may delegate administrative duties and powers hereunder, pursuant to the powers vested in them, shall be
conclusive and binding on all parties concerned, including the Corporation and each Participant and his or her Beneficiaries and
legal representatives. The Committee may correct any defect, supply any omission or reconcile any inconsistency in this Plan in
such manner and to such extent as the Committee may determine is necessary or advisable. The Committee may as to all questions
of accounting rely conclusively upon any determinations made by the auditors or accountants of the Corporation.



 


		(b)	Neither the Board, the Committee, nor any member thereof,
nor any officer, employee or other representative of the Corporation, nor any third party service provider which may be retained
from time to time by the Corporation in connection with the administration of this Plan or administrative functions under this
Plan, nor any officer, employee, agent or other representative of any such service provider, shall be liable for any act, omission,
interpretation, construction or determination made in good faith in connection with this Plan and the Board, the Committee, their
members and the officers and employees and agents and other representatives of the Corporation and any such third party service
provider (and any agents or nominees thereof) shall be entitled to indemnification by the Corporation in respect of any claim,
loss, damage or expense (including legal fees and disbursements) arising therefrom to the fullest extent permitted by laws.



 




    	 	18	 



     


    

  


		9.8	Legal
                                         Compliance



 


		(a)	The administration of this Plan, including, without limitation,
crediting of RSUs and payment or satisfaction of RSUs, shall be subject to compliance with Applicable Laws.



 


		(b)	Without limiting the generality of the foregoing or any
other provision hereof, the Corporation may require such documentation or information from Participants, and take such actions
(including disclosing or providing such documentation or information to others), as the Committee or any executive officer of
the Corporation may from time to time determine are necessary or desirable to ensure compliance with all applicable laws and legal
requirements, including all Applicable Laws and any applicable provisions of the Income
Tax Act (Canada), the United States Internal Revenue Code of the United States of America and the rules and authority
thereunder, or income tax legislation of any other jurisdiction, as the same may from time to time be amended, the terms of this
Plan and any agreement, indenture or other instrument to which the Corporation is subject or is a party.



 


		(c)	Each Participant shall acknowledge and agree (and shall
be conclusively deemed to have so acknowledged and agreed by executing any Grant Agreement or Grant Letter) that the Participant
will, at all times, act in strict compliance with Applicable Laws and all other rules and policies of the Corporation, including
any insider trading policy of the Corporation in effect at the relevant time, applicable to the Participant in connection with
this Plan and will furnish to the Corporation all information and documentation or undertakings as may be required to permit compliance
with Applicable Laws.



 


		(d)	Without limiting the generality of the foregoing, to
the extent possible, Applicable Laws may impose reporting or other obligations on the Corporation or Participants in relation
to this Plan, which requirements may, for example, require the Corporation or Participants to identify holders of RSUs, or report
the interest of Participants in RSUs. In addition, to assist Participants with their reporting obligations and to communicate
information about awards to the market, the Corporation may (but shall not be obliged to) disclose the existence and material
terms of this Plan and RSUs credited hereunder in information circulars or other publicly filed documents and file issuer grant
reports in respect of awards of RSUs pursuant to insider reporting requirements under Applicable Laws.



 


		(e)	Each Participant shall provide the Corporation with all
information (including personal information) and undertakings as may be required in connection with the administration of this
Plan and compliance with Applicable Laws and applicable provisions of income tax laws. The Corporation may from time to time disclose
or provide access to such information to any administrator or administrative agent or other third party service provider that
may be retained from time to time by the Corporation, in connection with the administration of this Plan or administrative functions
under this Plan and, by participating in this Plan, each Participant acknowledges, agrees and consents to information being disclosed
or provided to others as contemplated in this section 9.8.



 




    	 	19	 



     


    

  


		9.9	Compliance
with Income Tax Requirements



 


		(a)	In taking any action hereunder, or in relation to any
rights hereunder, the Corporation and each Participant shall comply with all provisions and requirements of any income tax legislation
or regulations of any jurisdiction which may be applicable to the Corporation or Participant, as the case may be.



 


		(b)	The Corporation and, if applicable, Affiliates, may withhold,
or cause to be withheld, and deduct, or cause to be deducted, from any payment to be made under this Plan, or any other amount
payable to a Participant, a sufficient amount to cover withholding of any taxes required to be withheld by any Canadian or foreign
federal, provincial, state or local taxing authorities or other amounts required by law to be withheld in relation to awards and
payments contemplated in this Plan.



 


		(c)	The Corporation may adopt and apply such rules and requirements
and may take such other action as the Board or Committee may consider necessary, desirable or advisable to enable the Corporation
and Affiliates and any third party service provider (and their agents and nominees) and any Participant to comply with all federal,
provincial, foreign, state or local laws and obligations relating to the withholding of tax or other levies or compensation and
pay or satisfy obligations relating to the withholding or other tax obligations in relation to RSUs (including Dividend Equivalents),
distributions or payments contemplated under this Plan.



 


		(d)	Each Participant (or the Participant’s Beneficiary
or legal representatives) shall bear any and all income or other tax imposed on amounts paid or distributed to the Participant
(or the Participant’s Beneficiary or legal representatives) under this Plan. Each Participant (or the Participant’s
Beneficiary or legal representatives) shall be responsible for reporting and paying all income and other taxes applicable to or
payable in respect of RSUs credited to the Participant’s RSU Account (including RSUs credited as Dividend Equivalents).



 


		(e)	Notwithstanding any other provision of this Plan, any
Board Guidelines or Committee Guidelines or any Grant Agreement or Grant Letter or any election made pursuant to this Plan, the
Corporation does not assume any responsibility for the income or other tax consequences for Participants under this Plan or in
respect of amounts paid to any Participant (or the Participant’s Beneficiary or legal representatives) under this Plan.



 


		(f)	If the Board or Committee or any executive officer of
the Corporation so determines, the Corporation shall have the right to require, prior to making any payment under this Plan, payment
by the recipient of the excess of any applicable Canadian or foreign federal, provincial, state, local or other taxes over any
amounts withheld by the Corporation, in order to satisfy the tax obligations in respect of any payment under this Plan.



 




    	 	20	 



     


    

  


		(g)	If the Corporation does not withhold from any payment,
or require payment of an amount by a recipient, sufficient to satisfy all income tax obligations, the Participant (or the Participant’s
Beneficiary or legal representatives) shall make reimbursement, on demand, in cash, of any amount paid by the Corporation in satisfaction
of any tax obligation.



 


		(h)	The obligations of the Corporation to make any payment
under this Plan shall be subject to currency or other restrictions imposed by any government or under any applicable laws.



 


		9.10	Unfunded
Obligation



 


The
obligation to make payments that may be required to be made under this Plan will be an unfunded and unsecured obligation of the
Corporation. This Plan, or any provision hereunder, shall not create (or be construed to create) any trust or other obligation
to fund or secure amounts payable under this Plan in whole or in part and shall not establish any fiduciary relationship between
the Corporation (or the Board, the Committee, or any other person) and any Participant or any other person. Any liability of the
Corporation to any Participant with respect to any payment required to be made under this Plan shall constitute a general, unfunded,
unsecured obligation, payable solely out of the general assets of the Corporation, and no term or provision in this Plan, the Board
Guidelines, the Committee Guidelines nor any Grant Agreement or Grant Letter nor any election made pursuant to this Plan nor any
action taken hereunder shall be construed to give any person any security, interest, lien or claim against any specific asset of
the Corporation. To the extent any person, including a Participant, holds any rights under this Plan, such rights shall be no greater
than the rights of an unsecured general creditor of the Corporation.


 


		9.11	Amendment,
Suspension, Termination



 


		(a)	Subject to sections 6.3, 6.4 and 9.11(b), the Board or
Committee may from time to time amend this Plan in any manner without the consent or approval of any Participant. For greater
certainty, without limiting the generality of the foregoing, the Board or Committee may amend this Plan as they consider necessary
or appropriate to ensure this Plan continues to comply with Section 409A and the guidance thereunder. Notwithstanding any other
provision of this Plan, no consent to any amendment, suspension or termination of this Plan that adversely affects RSUs previously
credited to a U.S. Participant under Section 409A shall be required if such amendment, suspension or termination is considered
by the Committee, on the advice of counsel, to be necessary or desirable to avoid adverse U.S. tax consequences to the U.S. Participant.
No provisions of this Plan nor amendment to this Plan may permit the acceleration of payments under this Plan to any U.S. Participant
contrary to the provisions of Section 409A.



 


		(b)	Unless required by Applicable Laws, no amendment contemplated
in section 9.11(a) shall adversely affect the rights of any Participant at the time of such amendment with respect to RSUs credited
to such Participant’s RSU Account at the time of such amendment without the consent of the affected Participant. Subject
to sections 6.3 and 6.4, the Board or Committee may from time to time in its discretion, with the consent of a Participant, amend,
vary, modify or in any other way change the entitlement of that Participant or any provisions of this Plan as applicable to that
Participant.



 




    	 	21	 



     


    

  


		(c)	The Board or Committee may at any time and from time
to time suspend, in whole or in part, or terminate, this Plan.



 


		(d)	If the Board or Committee terminates this Plan, no new
RSUs will be credited to any Participant, but previously credited RSUs shall remain outstanding, be entitled to Dividend Equivalents
as provided under section 4.2, and be paid in accordance with the terms and conditions of this Plan existing at the time of termination.
This Plan will finally cease to operate for all purposes when the last remaining Participant receives payment in satisfaction
of all RSUs recorded in such Participant’s RSU Account, or such RSUs terminate as a result of not vesting. The full powers
of the Board and the Committee as provided for in this Plan will survive the termination of this Plan until the last remaining
Participant receives payment in satisfaction of all RSUs recorded in such Participant’s RSU Account, or such RSUs terminate
as a result of not vesting.



 


		9.12	Costs



 


Unless
otherwise determined by the Board or Committee, the Corporation will be responsible for all costs relating to the administration
of this Plan.


 


		9.13	No
Assignment



 


		(a)	Subject to the right of a Participant to designate one
or more Beneficiaries entitled to receive benefits under this Plan following the death of the Participant as expressly set out
herein, unless the Board or Committee specifically determines otherwise, no Participant may assign or transfer any right or interest
under this Plan or any right to payment or benefit under this Plan or any RSUs granted hereunder, whether voluntarily or involuntarily,
by operation of law (including in the event of bankruptcy or insolvency) or otherwise, including execution, levy, garnishment,
attachment, pledge or bankruptcy, except to the extent otherwise required by Applicable Laws, and except by will or by the laws
of succession or descent and distribution. Except as required by law, the right to receive a payment or benefit under this Plan
is not capable of being subject to attachment or legal process for the payment of any debts or obligations or any Participant.



 


		(b)	Except as hereafter provided, during the lifetime of
a Participant, amounts payable under this Plan to a Participant shall be payable only to such Participant. In the event of death
of a Participant, any amount payable under this Plan pursuant to section 6.1 shall be paid to the Beneficiaries or personal representatives
of such Participant and any such payment shall be a complete discharge of the Corporation therefor. In the event a Participant
is incapable of managing the Participant’s own affairs by reason of mental infirmity, any amount payable under this Plan
may be paid to the person charged or appointed by law to administer the Participant’s affairs.



 




    	 	22