Exhibit
10.6


 


RITCHIE BROS. AUCTIONEERS INCORPORATED


 


SENIOR EXECUTIVE 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.


 


“Change of Control”, unless otherwise defined in the applicable Grant Agreement
or Grant Letter in respect of any RSUs granted or awarded to any Participant, means the occurrence and any time after the date
of adoption and implementation of this Plan of any of the following events:


 


		(a)	a person, or group of persons acting jointly or in concert,
acquiring or accumulating beneficial ownership of more than 50% of the Common Shares;



 


		(b)	a person or group of persons acting jointly or in concert,
holding or beneficially owning at least 25% of the Common Shares and being able to change the composition of the Board by having
the person’s, or group of persons’ nominees elected as a majority of the Board; or



 


		(c)	the arm’s length sale, transfer, liquidation or other
disposition of all or substantially all of the assets of the Corporation, over a period of one year or less, in any manner whatsoever
and whether in one transaction or in a series of transactions or by plan of arrangement.



 


“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.


 




    	 	2	 



     


    

 


“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).


 


“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.


 




    	 	3	 



     


    

 


“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.


 


“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.


 




    	 	4	 



     


    

 


“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;



 


		(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.


 




    	 	5	 



     


    

 


		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.


 


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.


 




    	 	6	 



     


    

 


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.


 


		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.


 




    	 	7	 



     


    

 


		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.


 


		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.


 




    	 	8	 



     


    

 


		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.


 


		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.


 




    	 	9	 



     


    

 


		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. 


 


		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).



 




    	 	10	 



     


    

 


		(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.



 


ARTICLE 5


VESTING


 


		5.1	Vesting
                                         General



 


Subject to section 5.2 and section 7.8, 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 or section 7.8 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.


 




    	 	11	 



     


    

 


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.



 


		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.


 




    	 	12	 



     


    

 


		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.



 


		(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.



 




    	 	13	 



     


    

 





ARTICLE 7 


TERMINATION OR CHANGE OF CONTROL


 


		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.



 


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.



 




    	 	14	 



     


    

 


		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.



 


		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:


 




    	 	15	 



     


    

 


		(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.


 


		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.


 


		7.8	Change
                                         of Control



 


In the event of a Change of Control:


 


		(a)	each Participant will be entitled to receive payment pursuant
to the provisions of Article 6 in respect of all Vested RSUs recorded in the Participant’s RSU Account as at the date of
such Change of Control (before giving effect to section 7.8(b)) and



 


		(b)	notwithstanding section 5.1 or any determination made pursuant
to section 5.2, all RSUs recorded in the RSU Account of each Participant as at the date of the Change of Control shall vest as
at such date and the provisions of Article 6 shall not apply in respect of such RSUs and the Corporation will pay to such Participant
a cash payment in the amount equal to the number of such Vested RSUs multiplied by the price or value at which a Common Share
is valued for the purposes of the transaction or series of transactions giving rise to or constituting the Change of Control,
as bona fide determined by the Committee, or if there is no such transaction or transactions, 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 Withholdings, directly to the
Participants, within 30 days of the date of the Change of Control.



 




    	 	16	 



     


    

 


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



 


		(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.



 




    	 	17	 



     


    

 


		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.


 


		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.


 




    	 	18	 



     


    

 


		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.



 


		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.



 




    	 	19	 



     


    

 


		(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.



 




    	 	20	 



     


    

 


		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.



 




    	 	21	 



     


    

 


		(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.



 




    	 	22	 



     


    

 


		(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.



 




    	 	23