Exhibit 10.1


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


iANTHUS
CAPITAL HOLDINGS, INC.

AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN


 


Dated
October 15, 2018


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




     


     


    

 


TABLE
OF CONTENTS


 


	1.	PURPOSE.	1
	 	 	 
	2.	DEFINITIONS.	1
	 	 	 
	3.	EXTENDED MEANINGS.	9
	 	 	 
	4.	ELIGIBILITY.	10
	 	 	 
	5.	ADMINISTRATION.	10
	 	 	 
	6.	SHARES AVAILABLE
    FOR AWARDS; PER PERSON LIMITATIONS.	12
	 	 	 
	7.	OPTIONS.	15
	 	 	 
	8.	STOCK APPRECIATION RIGHTS.	18
	 	 	 
	9.	RESTRICTED STOCK AND RESTRICTED STOCK UNITS.	19
	 	 	 
	10.	DEFERRED STOCK UNIT.	21
	 	 	 
	11.	PERFORMANCE AWARDS.	22
	 	 	 
	12.	OTHER STOCK-BASED AWARDS.	23
	 	 	 
	13.	EFFECT OF TERMINATION OF SERVICE ON AWARDS.	24
	 	 	 
	14.	CHANGE IN CONTROL PROVISIONS.	24
	 	 	 
	15.	GENERAL PROVISIONS APPLICABLE TO AWARDS.	26
	 	 	 
	16.	AMENDMENTS AND TERMINATION.	28
	 	 	 
	17.	MISCELLANEOUS.	28
	 	 	 
	18.	EFFECTIVE DATE OF THE PLAN.	31
	 	 	 
	19.	TERM OF THE PLAN.	31
	 	 	 
	20.	SECTION 409A OF THE CODE.	31
	 	 	 
	21.	GOVERNING LAW.	32
	 	 	 
	22.	INSIDER LIMITATION.	32



 



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iANTHUS
CAPITAL HOLDINGS, INC.

AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN


 


		1.	Purpose.



 


		(a)	The
                                         purpose of the Plan is to attract, retain and reward those employees, directors and other
                                         individuals who are expected to contribute significantly to the success of the Corporation
                                         and its Affiliates, to incentivize such individuals to perform at the highest level,
                                         to strengthen the mutuality of interests between such individuals and the Corporation’s
                                         shareholders and, in general, to further the best interests of the Corporation and its
                                         shareholders. The Plan is intended to comply with Section 422 of the Code (as defined
                                         below), with respect to the U.S. Participants participating in the Plan, if and when
                                         applicable, and is intended to provide for Awards which are excluded from the “salary
                                         deferral arrangement” rules in the ITA (as defined below) with respect to Canadian
                                         Employee Participants (as defined below) participating in the Plan.



 


		(b)	This
                                         Plan amends, restates, supersedes and replaces the Original Plans. All options previously
                                         granted by the Corporation under the Original Plans that are outstanding as at the Effective
                                         Date shall be deemed to be granted under the Plan and shall continue to exist subject
                                         to their existing terms and conditions. For the avoidance of doubt, nothing in the Plan
                                         or the continuance of the options granted under the Original Plans shall constitute a
                                         novation, discharge, rescission, extinguishment or substitution of the parties’
                                         rights and obligations under such options or evidence a replacement of the original options
                                         and the original options, and any certificates issued as evidence of such options, shall
                                         remain outstanding, unamended and be continued as the same options under the Plan.



 


		2.	Definitions.



 


As
used in the Plan, the following terms shall have the meanings set forth below:


 


		(a)	“Affiliate”
shall mean: (i) any entity that, directly or indirectly, controls (as well as is controlled by or under common or joint control
with) the Corporation, and, for the purposes of this definition, “control” shall mean the possession, directly or
indirectly, of the power to direct the management or policies of any such entity or to veto any material decision relating to
the management or policies of such entity, in each case whether through the ownership of voting securities, by contract or otherwise;
or (ii) any entity in which the Corporation has a significant equity interest, in either case as determined by the Committee;
provided that, unless otherwise determined by the Committee, the Shares subject to any Options or SARs that are granted to a service
provider of an Affiliate constitutes “service recipient stock” for purposes of Section 409A of the Code or otherwise
does not subject the Award to the excise tax under Section 409A of the Code; and further provided, that with respect to any U.S.
Award that is an Option, an Affiliate shall include any “parent corporation” (as defined in Section 424(e) of the
Code) and any “subsidiary corporation” (as defined in Section 424(f) of the Code); and further provided that, in respect
of any Option granted to a Canadian Employee Participant, an Affiliate shall only include a corporation that deals at non-arm’s
length, within the meaning of the ITA, with the Corporation; and further provided that, in respect of any Deferred Stock Unit
granted to a Canadian Employee Participant, an Affiliate shall only include a corporation that is related to the Corporation,
within the meaning of the ITA. For the purposes of this definition, the meanings of the terms “parent,” “subsidiary,”
“control” and “controlled by” are intended to be consistent with the meanings assigned to such terms for
the purposes of registration of securities on Form S-8 under the U.S. Securities Act.



 



     


     


    

 


		(b)	“Applicable
                                         Law” shall mean any applicable law, including without limitation:



 


(i)
the BCBCA; (ii) Applicable Securities Laws; (iii) the Code and the ITA; (iv) any other applicable corporate, securities, tax or
other laws, statutes, rules, requirements or regulations, whether federal, provincial, state, local or foreign; and (v) rules
of the Exchange.


 


		(c)	“Applicable
                                         Securities Laws” shall mean: (i) the U.S. Securities Act, the U.S. Exchange
                                         Act and any rules or regulations thereunder and any applicable state securities laws;
                                         and (ii) the BCSA and the equivalent thereof in each province and territory of Canada
                                         in which the Corporation is a “reporting issuer” or the equivalent thereof,
                                         together with the regulations, rules and blanket orders of the securities commission
                                         or similar regulatory authority in each of such jurisdictions.



 


		(d)	“Associate”
                                         shall mean, with respect to the Corporation, an “associate” as such term
                                         is defined in section 2.22 of NI 45-106.



 


		(e)	“Associated
                                         Consultant” shall mean, with respect to the Corporation, an “associated
                                         consultant” as such term is defined in section 2.22 of NI 45-106.



 


		(f)	“Award”
                                         shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit,
                                         Deferred Stock Unit, annual or long-term Performance Award or Other Stock-Based Award
                                         granted under the Plan, which may, subject to the terms of the Plan, be denominated or
                                         settled in Shares, cash or in such other forms as provided for herein and in respective
                                         Award Agreements entered into regarding such Awards.



 


		(g)	“Award
                                         Agreement” shall mean the agreement (whether in written or electronic form)
                                         or other instrument or document evidencing any Award granted under the Plan, which may,
                                         but need not, be executed or acknowledged by a Participant.



 


		(h)	“Beneficiary”
                                         shall mean a person or persons entitled to receive payments or other benefits or exercise
                                         rights that are available under the Plan in the event of the Participant’s death,
                                         provided that, in respect of Deferred Stock Units granted to Canadian Employee Participants,
                                         a “Beneficiary” shall only be a dependent or relation of the Canadian Employee
                                         Participant or a legal representative of such Canadian Employee Participant. If no such
                                         person is named by a Participant, such individual’s Beneficiary shall be the individual’s
                                         estate.



 




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		(i)	“BCBCA”
                                         shall mean the Business Corporations Act (British Columbia), together with the
                                         regulations thereto, as may be amended from time to time. Any reference to any section
                                         of the BCBCA shall also be a reference to any successor provision promulgated thereunder.



 


		(j)	“BCSA”
                                         shall mean the Securities Act (British Columbia), together with the regulations
                                         thereto, as may be amended from time to time. Any reference to any section of the BCSA
                                         shall also be a reference to any successor provision promulgated thereunder.



 


		(k)	“Blackout
                                         Period” shall mean a period when the Participant is prohibited from trading
                                         in the Corporation’s securities pursuant to Applicable Securities Laws or the Corporation’s
                                         insider trading policy or other applicable policy or requirement of the Corporation.



 


		(l)	“Board”
                                         shall mean the board of directors of the Corporation.



 


		(m)	“Canadian
                                         Award” shall mean an Award granted to either a U.S. Participant or Canadian
                                         Participant pursuant to which, as applicable: (i) the exercise price of the Award is
                                         stated and payable in Canadian dollars or the basis on which it is to be settled (whether
                                         in cash or in Shares) is stated in Canadian dollars; (ii) in the case of freestanding
                                         SARs (as defined below), the base price is stated in Canadian dollars and any cash amount
                                         payable in settlement thereof shall be paid in Canadian dollars; (iii) in the case of
                                         Restricted Stock Units, Deferred Stock Units or Performance Awards, any cash amount payable
                                         in settlement thereof shall be paid in Canadian dollars; or (iv) in the case of Other
                                         Stock-Based Awards, the price or value of such Shares is stated in Canadian dollars.



 


		(n)	“Canadian
                                         Employee Participant” shall mean a Canadian Participant who receives an Award
                                         under the Plan by virtue of such Canadian Participant’s “office or employment”,
                                         within the meaning of the ITA.



 


		(o)	“Canadian
                                         Participant” shall mean a Participant who is a resident of Canada for the purposes
                                         of the ITA, and/or who is granted an Award under the Plan in respect of Services performed
                                         in Canada for the Corporation or any of its Affiliates.



 


		(p)	“Change
                                         in Control” shall mean the occurrence of:



 


		(i)	any
individual, entity or group of individuals or entities acting jointly or in concert (other than the Corporation, its Affiliates
or an employee benefit plan or trust maintained by the Corporation or its Affiliates, or any Corporation owned, directly or indirectly,
by the shareholders of the Corporation in substantially the same proportions as their ownership of Shares of the Corporation)
acquiring beneficial ownership, directly or indirectly, of more than 50% of the combined voting power of the Corporation’s
then outstanding securities (excluding any person who becomes such a beneficial owner in connection with a transaction described
in paragraph (ii) below)



 




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		(ii)	the
                                         consummation of a merger or consolidation of the Corporation or any direct or indirect
                                         Affiliate of the Corporation with any other corporation, other than a merger or consolidation
                                         which would result in the voting securities of the Corporation outstanding immediately
                                         prior to such merger or consolidation continuing to represent (either by remaining outstanding
                                         or being converted into voting securities of the surviving entity or any parent thereof)
                                         more than 50% of the combined voting power or the total fair market value of the securities
                                         of the Corporation or such surviving entity or any parent thereof outstanding immediately
                                         after such merger or consolidation; provided, however, that a merger or consolidation
                                         effected to implement a recapitalization of the Corporation (or similar transaction)
                                         in which no person (other than those covered by the exceptions in paragraph (i) of this
                                         definition) acquires more than 50% of the combined voting power of the Corporation’s
                                         then outstanding securities shall not constitute a Change in Control of the Corporation;



 


		(iii)	a
                                         complete liquidation or dissolution of the Corporation or the consummation of any sale,
                                         lease, exchange or other transfer (in one transaction or a series of transactions) of
                                         all or substantially all of the assets of the Corporation; other than such liquidation,
                                         sale or disposition to a person or persons who beneficially own, directly or indirectly,
                                         more than 50% of the combined voting power of the outstanding voting securities of the
                                         Corporation at the time of the sale; or



 


		(iv)	a
                                         majority of the directors elected at any annual or extraordinary general meeting of shareholders
                                         of the Corporation are not individuals nominated by the Corporation’s then-incumbent
                                         Board.



 


Notwithstanding
the foregoing, with respect to any U.S. Award that constitutes “nonqualified deferred compensation” within the meaning
of Section 409A of the Code, an event shall not be considered to be a Change in Control under the Plan for purposes of payment
of such U.S. Award unless such event is also a “change in ownership,” a “change in effective control”
or a “change in the ownership of a substantial portion of the assets” of the Corporation within the meaning of Section
409A of the Code (with the percentages specified in Treasury Regulation Section 1.409A-3(i)(5) substituted for the percentages
in Section 2(p)(i), (ii), (iii) and (iv) above, as applicable). The Committee shall have full and final authority, which shall
be exercised in its discretion, to determine conclusively whether a Change in Control of the Corporation has occurred pursuant
to the above definition or to deem any other event to be a “Change in Control”, and the date of the occurrence of
such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with
a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section
1.409A-3(i)(5) shall be consistent with such regulation to the extent relevant to U.S. Awards awarded or granted to U.S. Participants.


 




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		(q)	“Class
                                         A Shares” shall mean the class A convertible restricted voting shares in the
                                         authorized share structure of the Corporation provided that if the rights of any Participant
                                         are subsequently adjusted pursuant to Section 6(c) hereof, “Class A Shares”
                                         thereafter means the shares or other securities or property (except with respect to Options
                                         granted to Canadian Employee Participants) which such Participant is entitled to purchase
                                         or receive subject to such Participant’s Award after giving effect to such adjustment.



 


		(r)	“Code”
                                         shall mean the U.S. Internal Revenue Code of 1986, as may be amended from time to time.
                                         Any reference to any section of the Code shall also be a reference to any successor provision
                                         and any treasury regulation promulgated thereunder.



 


		(s)	“Committee”
                                         shall mean a committee of the Board established or designated by the Board as responsible
                                         for the administration of this Plan, or the Board, to the extent that the Board administers
                                         this Plan as described in Section 5.



 


		(t)	“Common
                                         Shares” shall mean the common shares in the authorized share structure of the
                                         Corporation, provided that if the rights of any Participant are subsequently adjusted
                                         pursuant to Section 6(c) hereof, “Common Shares” thereafter means the shares
                                         or other securities or property (except with respect to Options granted to Canadian Employee
                                         Participants) which such Participant is entitled to purchase or receive subject to such
                                         Participant’s Award after giving effect to such adjustment.



 


		(u)	“Consultant”
                                         shall mean, with respect to the Corporation, a “consultant” as such term
                                         is defined in section 2.22 of NI 45-106 and shall only include those persons who may
                                         participate in an “Employee Benefit Plan” as set forth in Rule 405 of the
                                         U.S. Securities Act, provided that the identity of such person, the nature of such services
                                         or the entity to which such services are provided would not preclude the Corporation
                                         from offering or selling securities to such person pursuant to the Plan in reliance on
                                         registration on Form S-8 under the U.S. Securities Act.



 


		(v)	“Corporation”
                                         shall mean iAnthus Capital Holdings, Inc., a corporation organized under the laws of
                                         British Columbia, or any successor corporation thereto.



 


		(w)	“Deferred
                                         Stock Unit” shall mean an Award granted pursuant to Section 10 that is a right
                                         to receive a cash payment equal to the Fair Market Value of a Share, or a Share as determined
                                         by the Committee, that is settled, if at all, only after the Participant’s retirement,
                                         death, or cessation or termination of office or employment within the meaning of ITA
                                         Regulation 6801(d) in the case of a Canadian Employee Participant (or “separation
                                         from service” within the meaning of Code Section 409A in the case of a U.S. Participant).



 




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		(x)	“Dividend
                                         Equivalent” shall mean a right, granted to a Participant under the Plan, to
                                         receive cash, shares, other Awards or other property equal in value to dividends paid
                                         with respect to Shares.



 


		(y)	“Effective
                                         Date” shall mean October 15, 2018.



 


		(z)	“Exchange”
                                         shall mean (i) the Canadian Securities Exchange and/or any U.S. Market, if at any time
                                         the Shares are listed or quoted for trading on any one or more of such stock exchange(s)
                                         or trading platform(s); and (ii) any one or more stock exchange(s) or trading platform(s)
                                         through which the Shares trade or are quoted for trading from time to time, and which
                                         have been designated by the Committee.



 


		(aa)	“Executive
Officer” shall mean, for the Corporation, an “executive officer” as defined in section 1.1 of NI 45-106.



 


		(bb)	“Fair
Market Value” shall mean, for purposes of the Plan, unless otherwise required by Applicable Law or by any applicable
accounting standard for the Corporation’s desired accounting for Awards, a price that is determined by the Committee, provided
that such price cannot be less than:



 


		(i)	For
                                         Canadian Awards or U.S. Awards, if the Shares are listed on the Exchange, the last available
                                         closing market price of the Shares on the Exchange;



 


		(ii)	Unless
                                         prohibited by Applicable Law, Canadian Awards or U.S. Awards may be made to a Participant
                                         without regard to such Participant’s domicile or residence for tax purposes. Thus,
                                         for example, U.S. Participants may receive Canadian Awards. The Corporation may take
                                         such actions with respect to its filings, records and reporting, as it deems appropriate
                                         to reflect the conversion of Awards from Canadian dollars to U.S. dollars and vice
                                         versa.



 


		(iii)	If
                                         the Shares are not traded, listed or otherwise reported or quoted, the Committee shall
                                         determine in good faith the Fair Market Value in whatever manner it considers appropriate
                                         taking into account the requirements of the ITA, Section 409A of the Code and any other
                                         Applicable Law.



 


		(iv)	For
                                         purposes of the grant of any Award, the applicable date shall be the date on which the
                                         Award is granted. For purposes of the exercise of any Award, the applicable date shall
                                         be the date a notice of exercise is received by the Committee or its designee, as applicable,
                                         or, if such date is not a day on which the Exchange is open, the next day that it is
                                         open.



 




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		(cc)	“Incentive
Stock Option” shall mean an option representing the right to purchase Shares from the Corporation, granted under and
in accordance with the terms of Section 7, that is intended to be and is designated as an “incentive stock option”
within the meaning of Section 422 of the Code.



 


		(dd)	“Insider”
means an insider as that term is defined in the BCSA.



 


		(ee)	“ITA”
shall mean the Income Tax Act (Canada) and any regulations thereunder, each as amended from time to time. Any reference
to any section of the ITA shall also be a reference to any successor provision and any regulation promulgated thereunder.



 


		(ff)	“NI
45-106” shall mean National Instrument 45-106 - Prospectus Exemptions, as may be amended from time to time.
Any reference to any section of the NI 45-106 shall also be a reference to any successor provision promulgated thereunder.



 


		(gg)	“Non-Employee
Director” shall mean an individual who is a member of the Board but who is not otherwise an employee or a Consultant
of the Corporation or of any Affiliate at the date an Award is granted.



 


		(hh)	“Non-Qualified
Stock Option” shall mean an option representing the right to purchase Shares from the Corporation, granted under and
in accordance with the terms of Section 7, that is not an Incentive Stock Option.



 


		(ii)	“Option”
shall mean an Incentive Stock Option or a Non-Qualified Stock Option.



 


		(jj)	“Original
Plans” shall mean the Corporation’s class A convertible restricted voting share stock option plan approved by
the Board on August 28, 2017, the Corporation’s common share stock option plan approved by the Board on March 11, 2016 and
the 2015 equity compensation plan of iAnthus Capital Management, LLC, adopted by the Corporation on August 15, 2016.



 


		(kk)	“Other
Stock-Based Award” shall mean an Award granted pursuant to Section 12.



 


		(ll)	“Participant”
shall mean the recipient of an Award granted under the Plan and includes a Canadian Participant and a U.S. Participant.



 


		(mm)	“Performance
Award” shall mean an Award granted pursuant to Section 11.



 


		(nn)	“Performance
Goals” shall mean goals established by the Committee as contingencies for Awards to vest and/or become exercisable or
distributable based on one or more performance goals. Performance Goals may be applied to either the Corporation as a whole or
to a business unit or to a single or group of Affiliates, either individually, alternatively or in any combination, and measured
either in total, incrementally or cumulatively over a specified performance period, on an absolute basis or relative to a pre-established
target, to previous years’ results or to a designated comparison group.



 




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		(oo)	“Performance
Period” shall mean the period established by the Committee at the time any Performance Award is granted or at any time
thereafter during which any Performance Goals specified by the Committee with respect to such Award are measured or must be satisfied.



 


		(pp)	“Permitted
Assign” shall mean, with respect to the Corporation, a “permitted assign” as such term is defined in section
2.22 of NI 45-106.



 


		(qq)	“Plan”
shall mean this Amended and Restated Omnibus Incentive Plan of the Corporation, as the same may be amended or supplemented from
time to time.



 


		(rr)	“Related
Person” shall mean, with respect to the Corporation, a “related person” as such term is defined in section
2.22 of NI 45-106.



 


		(ss)	“Restricted
Stock” shall mean any Share granted under Section 9.



 


		(tt)	“Restricted
Stock Unit” shall mean an Award granted pursuant to Section 9.



 


		(uu)	“SAR”
or “Stock Appreciation Right” shall mean an Award granted pursuant to Section 8.



 


		(vv)	“Security
Based Compensation Arrangement” shall mean any compensation or incentive arrangement which involves the issuance or
potential issuance of securities of the Corporation from treasury, including a share purchase from treasury which is financially
assisted by the Corporation by way of loan, guarantee or otherwise.



 


		(ww)	“Service”
shall mean the active performance of services for the Corporation or an Affiliate by a person who is an employee, Consultant or
director of the Corporation or an Affiliate. Notwithstanding the foregoing, with respect to any Award that is characterized as
“nonqualified deferred compensation” within the meaning of Section 409A of the Code, an event shall not be considered
to be a termination of “Service” under the Plan for purposes of payment of such Award unless such event is also a
“separation from service” within the meaning of Section 409A of the Code.



 


		(xx)	“Shares”
shall mean, as determined by the Committee at the time of the grant of an Award and as the context may require, the Common Shares
or the Class A Shares.



 


		(yy)	“Substitute
Awards” shall mean Awards granted in assumption of, or in substitution for, outstanding awards previously granted by
a corporation or other entity acquired by the Corporation or with which the Corporation combines.



 


		(zz)	“Transfer”
shall mean: (i) when used as a noun, any direct or indirect transfer, sale, assignment, pledge, hypothecation, encumbrance or
other disposition (including the issuance of equity in any entity), whether for value or no value and whether voluntary or involuntary
(including by operation of law); and (ii) when used as a verb, to directly or indirectly transfer, sell, assign, pledge, encumber,
charge, hypothecate or otherwise dispose of (including the issuance of equity in any entity) whether for value or for no value
and whether voluntarily or involuntarily (including by operation of law). “Transferred” and “Transferable”
shall have a correlative meaning.



 




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		(aaa)	“U.S.
Award” shall mean an Award granted to either a U.S. Participant or a Canadian Participant pursuant to which, as applicable:
(i) in the case of Options (including tandem SARs (as defined below)), the exercise price of the Award is stated and payable in
United States dollars (and in the case of tandem SARs, any cash amount payable in settlement thereof shall be paid in United States
dollars), (ii) in the case of freestanding SARs (as defined below), the base price is stated in United States dollars and any
cash amount payable in settlement thereof shall be paid in United States dollars; (iii) in the case of Restricted Stock Units,
Deferred Stock Units or Performance Awards, any cash amount payable in settlement thereof shall be paid in United States dollars;
or (iv) in the case of Other Stock-Based Awards the price or value of such Shares is stated in United States dollars.



 


		(bbb)	“U.S.
Exchange Act” shall mean the Securities Exchange Act of 1934, as may be amended from time to time. Any reference to
any section of the U.S. Exchange Act shall also be a reference to any successor provision promulgated thereunder.



 


		(ccc)	“U.S.
Market” shall mean a U.S. national securities exchange (including without limitation, the New York Stock Exchange, NYSE
American or NASDAQ) and/or the OTCQX or OTCQB Marketplace, or successor exchanges or platforms.



 


		(ddd)	“U.S.
Participant” shall mean a Participant who is resident or citizen of the United States for the purposes of the Code and/or
who is subject to taxation under the Code in respect of any Award awarded or granted under the Plan.



 


		(eee)	“U.S.
Securities Act” shall mean the United States Securities Act of 1933, as may be amended from time to time. Any reference
to any section of the U.S. Securities Act shall also be a reference to any successor provision promulgated thereunder.



 


		3.	Extended
Meanings.



 


		(a)	In
                                         this Plan, words importing the singular number include the plural and vice versa,
                                         words importing any gender include all genders and words importing persons include individuals,
                                         corporations, limited and unlimited liability companies, general and limited partnerships,
                                         associations, trusts, unincorporated organizations, joint ventures and governmental authorities.
                                         The term “including” means “including without limiting the generality
                                         of the foregoing”.



 


		(b)	In
                                         this Plan, references to any document, instrument or agreement: (i) shall include all
                                         exhibits, schedules and other attachments thereto; (ii) shall include all documents,
                                         instruments or agreements issued or executed in replacement thereof; and (iii) shall
                                         mean such document, instrument or agreement, or replacement or predecessor thereto, as
                                         amended, modified, restated and supplemented from time to time and in effect at any given
                                         time; provided, however, in the cases of (ii) and (iii), to the extent applicable, in
                                         accordance with the provisions hereof.



 




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		(c)	In
                                         this Plan, references to a decision or a determination made or to be made or the exercise
                                         of power or authority by the Committee shall mean any such decisions or determinations
                                         made or to be made or exercise of power or authority by the Committee using its discretion,
                                         and in this Plan, references to “discretion” shall mean sole, absolute and
                                         unfettered discretion.



 


		(d)	In
                                         this Plan, where references are made to dismissal from or termination of employment or
                                         Service with or without “cause”, “cause” shall have the meaning
                                         set out in any employment, consulting, non-competition or non-disclosure agreement or
                                         any other agreement pursuant to which the Participant is employed by or provides Services
                                         to the Corporation or its Affiliate, and if no such agreement exists “cause”
                                         shall have the meaning as determined by the Committee, using its discretion or as set
                                         forth in the applicable Award Agreement.



 


		4.	Eligibility.



 


		(a)	Any
                                         employee, officer, director, Consultant or, subject to Applicable Law, other advisor
                                         of, or any other individual who provides Services to, the Corporation or any Affiliate,
                                         shall be eligible to receive an Award under the Plan. All Awards shall be granted by
                                         an Award Agreement. Notwithstanding the foregoing, only eligible employees of the Corporation
                                         and its Affiliates (as determined in accordance with Section 422(b) of the Code (and
                                         Sections 424(e) and 424(f) of the Code with respect to Incentive Stock Options) in the
                                         case of employees who are U.S. Participants) are eligible to be granted Incentive Stock
                                         Options under the Plan and no Canadian Participant, other than a Canadian Employee Participant,
                                         shall be eligible to be granted Deferred Stock Units under the Plan. Eligibility for
                                         the grant of Awards and actual participation in the Plan shall be determined by the Committee.



 


		(b)	An
                                         individual who has agreed to accept employment by the Corporation or an Affiliate shall
                                         be deemed to be eligible for Awards hereunder as of the date of such acceptance; provided
                                         that vesting and exercise of Awards granted to such individual are conditional on such
                                         individual actually becoming an employee of the Corporation or an Affiliate.



 


		(c)	Holders
                                         of options and other types of incentive awards granted by a corporation or any other
                                         entity acquired by the Corporation or with which the Corporation combines are eligible
                                         for grant of Substitute Awards hereunder.



 


		5.	Administration.



 


		(a)	The
Plan shall be administered by the Committee, in its discretion. Subject to the terms of the Plan and Applicable Law, the Committee
shall have the authority to: (i) adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan
and perform all acts, including the delegation of its responsibilities (to the extent permitted by Applicable Law), as it shall,
from time to time, deem advisable; (ii) construe and interpret the terms and provisions of the Plan and any Award issued under
the Plan (and any Award Agreement); and (iii) otherwise supervise the administration of the Plan. The Committee may correct any
defect, supply any omission or reconcile any inconsistency in the Plan or in any agreement relating thereto in the manner and
to the extent it shall deem necessary to implement the purpose and intent of the Plan. The Committee may adopt special guidelines
and provisions for persons who are residing in or employed in, or subject to, the taxes of, any domestic or foreign jurisdictions
to comply with Applicable Law of such domestic or foreign jurisdictions.



 




    - 10 -


     


    

 


		(b)	Subject
to the terms of the Plan and Applicable Law and in addition to those authorities provided in Section 5(a) and elsewhere in this
Plan, the Committee (or its delegate) shall have full power and discretion to: (i) designate Participants; (ii) determine the
type or types of Awards (including Substitute Awards) to be granted to each Participant under the Plan; (iii) determine the number
of Common Shares or Class A Shares to be covered by (or with respect to which payments, rights, or other matters are to be calculated
in connection with) any one or more of the Awards, including whether an Award shall be a Canadian Award or a U.S. Award; (iv)
authorize and approve the applicable form and determine the terms and conditions, not inconsistent with the terms of the Plan,
of any Award Agreement and Award granted hereunder (including the exercise price (if any), the exercise period, any termination
provisions, any restriction or limitation, any vesting schedule or acceleration thereof, or any forfeiture restrictions or waiver
thereof, regarding any Award and the Common Shares or Class A Shares relating thereto, based on such factors, if any, as the Committee
shall determine); (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash,
Common Shares, Class A Shares, other securities, or other Awards, or canceled, forfeited or suspended, and the method or methods
by which Awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent, and under
what circumstances cash, Common Shares, Class A Shares, other securities, other Awards, and other amounts payable with respect
to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee,
taking into consideration the requirements of Section 409A of the Code; (vii) determine whether to require a Participant, as a
condition of the granting of any Award, to not sell or otherwise dispose of securities acquired pursuant to the exercise of an
Award for a period of time as determined by the Committee following the date of the grant of such Award; (viii) determine whether
an Option is an Incentive Stock Option or Non-Qualified Stock Option; (ix) interpret and administer the Plan and any instrument
or agreement relating to, or Award made under, the Plan; (x) establish, amend, suspend or waive such rules and regulations and
appoint such agents as it shall deem appropriate for the proper administration of the Plan; (xi) permit accelerated vesting or
lapse of restrictions of any Award at any time; and (xii) make any other determination and take any other action that the Committee
deems necessary or desirable for the administration of the Plan.



 




    - 11 -


     


    

 


		(c)	All
                                         decisions of the Committee shall be final, conclusive and binding on all parties, including
                                         the Corporation, the shareholders of the Corporation and the Participants (including
                                         Beneficiaries).



 


		(d)	The
                                         Committee shall exercise its discretion in good faith in accordance with the Corporation’s
                                         intention that the terms of Awards and the modifications or waivers permitted hereby
                                         are in compliance with Applicable Law.



 


		(e)	Notwithstanding
                                         the foregoing, the Committee shall not have any discretion under this Section 5, Section
                                         6 and Section 16 or any other provision of the Plan that would modify the terms or conditions
                                         of any: (i) Award that is intended to be exempt from the definition of “salary
                                         deferral arrangement” in the ITA if the exercise of such discretion would cause
                                         the Award to not be or cease to be exempt; or (ii) Option granted to a Canadian Employee
                                         Participant if the exercise of such discretion would cause the Option to not be or cease
                                         to be governed by section 7 of the ITA.



 


		(f)	No
                                         member of the Committee or the Board generally shall be liable for any action or determination
                                         made in good faith pursuant to the Plan or any instrument of grant evidencing any Award
                                         granted under the Plan. To the fullest extent permitted by Applicable Law, the Corporation
                                         shall indemnify and save harmless, and shall advance and reimburse the expenses of, each
                                         person made, or threatened to be made, a party to any action or proceeding in respect
                                         of the Plan by reason of the fact that such person is or was a member of the Committee
                                         or is or was a member of the Board in respect of any claim, loss, damage or expense (including
                                         legal fees) arising therefrom.



 


		6.	Shares
Available for Awards; Per Person Limitations.



 


		(a)	Subject
to adjustment as provided below, the maximum number of Shares available for issuance under the Plan shall not exceed 20% of the
aggregate number of issued and outstanding Class A Shares and Common Shares from time to time when taken together with all Security
Based Compensation Arrangements of the Corporation; provided that all Shares reserved and available under the Plan from time to
time shall constitute the maximum number of Shares that can be issued for Incentive Stock Options. With respect to Stock Appreciation
Rights settled in Shares, on settlement, only the number of Shares delivered to a Participant (based on the difference between
the Fair Market Value of the Shares subject to such Stock Appreciation Right on the date such Stock Appreciation Right is exercised
and the base price of each Stock Appreciation Right on the date such Stock Appreciation Right was granted) shall count against
the aggregate and individual share limitations set forth under this Section 6 and Section 22, if applicable. If any Option, Stock
Appreciation Right or Other Stock-Based Awards granted under the Plan expires, terminates or is canceled for any reason without
having been exercised in full, the number of Shares underlying any unexercised Award shall again be available for the purpose
of Awards under the Plan. If any shares of Restricted Stock, Performance Awards or Other Stock-Based Awards denominated in Shares
granted under the Plan to a Participant are forfeited for any reason, the number of forfeited shares of Restricted Stock, Performance
Awards or Other Stock-Based Awards denominated in Shares shall again be available for purposes of Awards under the Plan. Any Award
under the Plan settled in cash shall not be counted against the foregoing maximum share limitations. On exercise of any Option,
Stock Appreciation Right or Other Stock-Based Awards granted under the Plan, the number of Shares underlying such Award shall
again be available for the purpose of Awards under the Plan.



 




    - 12 -


     


    

 


		(b)	Where
                                         the Corporation elects to issue Shares pursuant to an Award, such Shares may consist,
                                         in whole or in part, of authorized and unissued Shares or Shares purchased on the open
                                         market, provided that, notwithstanding any provision in the Plan to the contrary, all
                                         Options granted to Canadian Employee Participants governed by Section 7 of the ITA shall
                                         be settled by way of the issuance of previously unissued Shares from treasury of the
                                         Corporation. For greater certainty, except where an Award is explicitly stated to be
                                         required to be settled in Shares: (i) no Participant shall have any right to demand,
                                         be paid in, or receive Shares in respect of any Award; and (ii) notwithstanding any election
                                         by the Corporation to settle any Award, or portion thereof, in the form of Shares, the
                                         Corporation reserves the right to change its election in respect thereof at any time
                                         until payment is actually made.



 


		(c)	Adjustments.



 


		(i)	The
                                         existence of the Plan and the Awards granted hereunder shall not affect in any way the
                                         right or power of the Board or the shareholders of the Corporation to make or authorize:
                                         (A) any adjustment, recapitalization, reorganization or other change in the Corporation’s
                                         capital structure or its business; (B) any arrangement, merger or consolidation of the
                                         Corporation or any Affiliate; (C) any issuance of bonds, debentures, preferred or prior
                                         preference stock ahead of or affecting the Shares; (D) the dissolution or liquidation
                                         of the Corporation or of any Affiliate; (E) any sale or transfer of all or part of the
                                         assets or business of the Corporation or any Affiliate; or (F) any other corporate act
                                         or proceeding.



 



    - 13 -


     


    

 


		(ii)	Subject
                                         to Section 5(d), if there shall occur any such change in the capital structure of the
                                         Corporation by reason of any stock split, reverse stock split, stock dividend, extraordinary
                                         dividend, subdivision, combination or reclassification of shares that may be issued under
                                         the Plan, any recapitalization, any arrangement, any merger, any amalgamation, any consolidation,
                                         any substitutions, any spin off, any reorganization or any partial or complete liquidation,
                                         or any other corporate transaction or event having an effect similar to any of the foregoing
                                         (a “Corporate Event”), then: (i) the aggregate number and/or kind
                                         of shares that thereafter may be issued under the Plan; (ii) the number and/or kind of
                                         shares or other property (including cash) to be issued on exercise of an outstanding
                                         Award granted under the Plan; and/or (iii) the exercise price thereof, shall be appropriately
                                         adjusted. In addition, subject to Section 5(d), if there shall occur any change in the
                                         capital structure or the business of the Corporation that is not a Corporate Event (an
                                         “Other Extraordinary Event”), including by reason of any ordinary
                                         dividend (whether cash or shares), any conversion, any adjustment, any issuance of any
                                         class of securities convertible or exercisable into, or exercisable for, any class of
                                         shares, or any sale or transfer of all or substantially all of the Corporation’s
                                         assets or business, then the Committee may adjust any Award and make such other adjustments
                                         to the Plan. Any adjustment pursuant to this Section 6(c) shall be consistent with the
                                         applicable Corporate Event or the applicable Other Extraordinary Event, as the case may
                                         be, and in such manner as the Committee may, in its discretion, deem appropriate and
                                         equitable to prevent substantial dilution or enlargement of the rights granted to, or
                                         available for, Participants under the Plan; and, with respect to U.S. Participants, compliant
                                         with Section 409A of the Code. Any such adjustment determined by the Committee shall
                                         be compliant with Applicable Law and final, binding and conclusive on the Corporation
                                         and all Participants and their respective heirs, executors, administrators, successors
                                         and permitted assigns. Except as expressly provided in this Section 6(c) or in the applicable
                                         Award Agreement, a Participant shall have no rights by reason of any Corporate Event
                                         or any Other Extraordinary Event.



 


		(iii)	Notice
of any adjustment shall be given by the Committee to each Participant whose Award has been adjusted and such adjustment (whether
or not such notice is given) shall be effective and binding for all purposes of the Plan.



 


		(d)	All
                                         calculations under this Section 6 shall be, in the case of exercise price or base price,
                                         rounded up to the nearest cent or, in the case of Shares, rounded down to the nearest
                                         one-hundredth of a share, but in no event shall the Corporation be obligated to issue
                                         any fractional share.



 


		(e)	Notwithstanding
                                         any provision of the Plan to the contrary, if authorized but previously unissued Shares
                                         are issued under the Plan, such shares shall not be issued for a consideration that is
                                         less than as permitted under Applicable Law.



 




    - 14 -


     


    

 


		7.	Options.


 


The
Committee is hereby authorized to grant Options to Participants and each Option granted shall be evidenced by an Award Agreement
in substantially the form as may be approved by the Committee. Incentive Stock Options must be granted within ten years from the
earlier of: (i) the date the Plan was adopted by the Board (i.e., the Effective Date); or (ii) the date the Plan was approved
by the Corporation’s shareholders. Each Award Agreement shall separately designate whether the Option is an Incentive Stock
Option or a Non-Qualified Stock Option, and shall include the following terms and conditions and such additional terms and conditions,
in either case not inconsistent with the provisions of the Plan, as the Committee shall determine, in its discretion:

 


		(a)	The
number and kind of Shares for which any Option may be granted shall be determined by the Committee. The number of Shares which
may be purchased on the exercise of any Option shall be subject to adjustment pursuant to Section 6(c) hereof.



 


		(b)	Each
                                         Award Agreement shall specify the exercise price per Share, as determined by the Committee
                                         at the time the Option is granted; provided, however, that, except in the case of Substitute
                                         Awards, such exercise price shall not be less than 100% (or not less than 110% in the
                                         case of an Incentive Stock Option granted to an employee who is a U.S. Participant owning
                                         more than 10% of the total combined voting power of all classes of shares of the Corporation,
                                         its subsidiaries or its parent, determined in accordance with Section 422(b)(6) of the
                                         Code, hereinafter a “10% Shareholder”) of the greater of: (i) the
                                         Fair Market Value of a Share on the date of grant of such Option; and (ii) the Fair Market
                                         Value of a Share on the trading day prior to the date of grant of such Option, which
                                         grant shall occur after the close of the Exchange on the grant date.



 


		(c)	Each
                                         Award Agreement shall specify the term for which the Option thereunder is granted and
                                         shall provide that such Option shall expire at the end of such term; provided, however,
                                         that the term (measured from the grant date) of an Incentive Stock Option shall not exceed
                                         ten years or five years for an Incentive Stock Option to a 10% Shareholder. If the term
                                         of an Option (other than an Incentive Stock Option) held by any Participant not subject
                                         to Section 409A of the Code would otherwise expire during, or within two business days
                                         of the expiration of a Blackout Period applicable to such Participant, then the term
                                         of such Option shall be extended to the earlier of the end of such Blackout Period or,
                                         provided the Blackout Period has ended, the expiry date.



 


		(d)	Each
                                         Award Agreement shall specify when the Option is exercisable. The total number of Shares
                                         subject to an Option may, but need not, be allotted in periodic installments (which may,
                                         but need not, be equal). An Award Agreement may provide that from time to time during
                                         each of such installment periods, the Option may become exercisable (“vest”)
                                         with respect to some or all of the Shares allotted to that period, and may be exercised
                                         with respect to some or all of the Shares allotted to such period or any prior period
                                         as to which the Option shall have become vested but shall not have been fully exercised.
                                         An Option may be subject to such other terms and conditions on the time or times when
                                         it may be exercised (which may be based on performance or other criteria) as the Committee
                                         deems appropriate. Incentive Stock Options must be exercised no later than: (i) three
                                         months following an employee’s termination of employment other than a termination
                                         for death or disability; (ii) one year following an employee’s termination due
                                         to total and permanent disability; and (iii) prior to the Incentive Stock Option’s
                                         expiration date if the employee’s employment terminates due to death.



 




    - 15 -


     


    

 


		(e)	To
                                         the extent vested and exercisable, Options may be exercised in whole or in part at any
                                         time during the Option term, by giving written notice of exercise to the Committee specifying
                                         the number of Shares to be purchased. Such notice shall be accompanied by payment in
                                         full of the exercise price (the “Option Price”) as follows: (i) by
                                         certified cheque, bank draft or money order payable to the order of the Corporation;
                                         (ii) solely to the extent permitted by Applicable Law, if the Shares are traded on the
                                         Exchange, and the Committee authorizes, through a procedure whereby the Participant delivers
                                         irrevocable instructions to: (A) a broker reasonably acceptable to the Committee to deliver
                                         promptly to the Corporation the aggregate amount of sale proceeds to pay the Option Price
                                         and any withholding tax obligations that may arise in connection with the Award; and
                                         (B) the Corporation to deliver the certificates for such purchased shares directly to
                                         such brokerage firm, all in accordance with the regulations of any relevant regulatory
                                         authorities; or (iii) on such other terms and conditions as may be acceptable to the
                                         Committee (including, without limitation, having the Corporation withhold Shares issuable
                                         on exercise of the Option, or by payment in full or in part in the form of Shares owned
                                         by the Participant, based on the Fair Market Value of the Shares on the payment date
                                         as determined by the Committee, provided that this alternative (iii) shall not apply
                                         in respect of Shares owned by a Canadian Employee Participant which were acquired on
                                         the exercise of an Option within the preceding 24 months). No Shares shall be issued
                                         until payment therefor, as provided herein, has been made or provided for.



 


		(f)	Notwithstanding
                                         Section 7(e), with the approval of the Committee, a Participant may elect to exercise
                                         an Option, in whole or in part, without payment of the aggregate Option Price due on
                                         such exercise by electing to receive Shares equal in value to the difference between
                                         the Option Price and the Fair Market Value on the date of exercise computed by using
                                         the following formula, with either a partial or full deduction of the number of underlying
                                         Shares from the Plan reserve:



 


X
= Y (A-B)


A


 


Where:


 


X
= the number of Shares to be issued to the Participant on the net settlement described above;


 


Y
= the number of Shares purchasable under the Option (at the date of such calculation);


 


A
= Fair Market Value of one Share of the Corporation (at the date of such calculation, if greater than the Option Price); and


 


B
= Option Price (as adjusted to the date of such calculation)


 




    - 16 -


     


    

 


In
the event that the Shares are not listed on the Exchange as at the date of an exercise of an Option, it shall be a condition precedent
to the exercise of any Option that the Participant agree to be bound by the terms of any unanimous shareholders agreement or similar
agreements generally applicable to all of the shareholders of the Corporation then in force, if any, and further that the Participant
agree to enter into voting trust generally applicable to employee shareholders of the Corporation then in force and provide a
power of attorney in support of such voting trust.


 


Notwithstanding
any of the provisions in the Plan or in any Award, the provisions above that relate to net settlement shall not apply to a Canadian
Participant except to the extent that the Corporation and the Canadian Participant agree to have such provisions apply.


 


		(g)	The
                                         terms of any Incentive Stock Option granted under the Plan shall comply in all respects
                                         with the provisions of Section 422 of the Code, or any successor provision thereto, and
                                         any regulations promulgated thereunder. To the extent that the aggregate Fair Market
                                         Value (determined as of the time of grant) of the Shares with respect to which Incentive
                                         Stock Options are exercisable for the first time by an employee who is a U.S. Participant
                                         during any calendar year under the Plan and/or any other stock option plan of the Corporation,
                                         any subsidiary or any parent exceeds $100,000, such Options shall be treated as Non-Qualified
                                         Stock Options. Should any provision of the Plan not be necessary in order for the Options
                                         to qualify as Incentive Stock Options, or should any additional provisions be required,
                                         the Committee may amend the Plan accordingly, without the necessity of obtaining the
                                         approval of the shareholders of the Corporation, subject to the rules of the Exchange.
                                         To the extent that any such Option does not qualify as an Incentive Stock Option (whether
                                         because of its provisions or the time or manner of its exercise or otherwise), such Option
                                         or the portion thereof which does not so qualify shall constitute a separate Non-Qualified
                                         Stock Option. An Incentive Stock Option shall not be transferable by an employee who
                                         is a U.S. Participant except by last will and testament or by the laws of descent and
                                         distribution; and shall be exercisable during the lifetime of such employee only by the
                                         employee (or the employee’s guardian or legal representative to the extent permitted
                                         by Section 422 of the Code or any successor provision).



 


		(h)	Each
                                         Award Agreement may, but is not required to, include provisions whereby the Corporation
                                         shall have the right, subject to Applicable Law, to repurchase any and all Shares acquired
                                         by a Participant on exercise of any Option granted under the Plan, at such price and
                                         on such other terms and conditions as the Committee may approve and as may be set forth
                                         in the Award Agreement; provided that, in respect of any Option granted to a Canadian
                                         Employee Participant who would otherwise be eligible for preferential tax treatment under
                                         paragraph 110(1)(d) of the ITA in respect of such Option, the applicable Award Agreement
                                         shall provide that any such repurchase right cannot be exercised until: (i) two years
                                         plus a day following the exercise of the Option; or (ii) after termination or resignation
                                         of the Participant, whenever such termination may occur and whether such termination
                                         is voluntary or involuntary, with cause or without cause, without regard to the reason
                                         therefor, if any.



 




    - 17 -


     


    

 


		(i)	No
Participant or any other person claiming through a Participant shall be entitled to any benefit hereunder in respect of any Options
prior to the vesting date of such Options.



 


		8.	Stock
Appreciation Rights.



 


The
Committee is hereby authorized to grant SARs to Participants and each SAR granted shall be evidenced by an Award Agreement in
substantially the form as may be approved by the Committee. Each such Award Agreement shall include the following terms and conditions
and such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall
determine, in its discretion:


 


		(a)	A
                                         SAR shall represent a right to receive, on exercise by the Participant, the excess of
                                         the Fair Market Value of one Share on the date of exercise over the base price of the
                                         SAR on the date of grant, or if granted in connection with an outstanding Option on the
                                         date of grant of the related Option, as specified by the Committee, which, except in
                                         the case of Substitute Awards, shall not be less than the greater of: (i) the Fair Market
                                         Value of a Share on such date of grant of the SAR or the related Option, as the case
                                         may be; and (ii) the Fair Market Value of a Share on the trading day prior to such date
                                         of grant of the SAR or the related Option, as the case may be.



 


		(b)	Each
                                         Award Agreement shall specify whether a SAR is granted to Participants either alone (“freestanding”)
                                         or in addition to other Awards granted under the Plan (“tandem”) and
                                         whether it relates to specific Options granted under Section 7.



 


		(c)	Any
                                         tandem SAR related to an Option shall be granted at the same time such Option is granted
                                         to the Participant. In the case of any tandem SAR related to any Option, the SAR or applicable
                                         portion thereof shall not be exercisable until the related Option or applicable portion
                                         thereof is exercisable and shall terminate and no longer be exercisable on the termination
                                         or exercise of the related Option, except that a SAR granted with respect to less than
                                         the full number of Shares covered by a related Option shall not be reduced until the
                                         exercise or termination of the related Option exceeds the number of Shares not covered
                                         by the SAR. Any Option related to any tandem SAR shall no longer be exercisable to the
                                         extent the related SAR has been exercised.



 


		(d)	A
                                         freestanding SAR shall not have a term of greater than ten years or, unless it is a Substitute
                                         Award, a base price less than 100% of the greater of: (i) the Fair Market Value of the
                                         Share on the date of grant; and (ii) the Fair Market Value of the Share on the trading
                                         day prior to the date of grant, which grant shall occur after the close of the Exchange
                                         on the grant date. Notwithstanding the foregoing, if the term of a SAR held by any Participant
                                         not subject to Section 409A of the Code would otherwise expire during, or within two
                                         business days of the expiration of a Blackout Period applicable to such Participant,
                                         then the term of such SAR shall be extended to the earlier of the end of such Blackout
                                         Period or, provided the Blackout Period has ended, the expiry date.





 



    - 18 -


     


    

 


		(e)	For
                                         greater certainty and notwithstanding anything in the Plan or in an Award Agreement,
                                         a SAR shall be granted to a Canadian Participant solely in respect of the Services of
                                         such Canadian Participant to be rendered subsequent to the date of grant to the Corporation
                                         and its Affiliates. The Committee may only grant a SAR to a Canadian Participant so long
                                         as none of the main purposes of such grant is to provide the Canadian Participant with
                                         a payment that is in lieu of salary or wages of the Canadian Participant for Services
                                         rendered by such Canadian Participant in a previous calendar year.



 


		(f)	For
                                         greater certainty, no SAR granted hereunder shall have any value prior to the vesting
                                         date of the SAR. No Participant or any other person claiming through a Participant shall
                                         be entitled to any benefit hereunder in respect of any SARs prior to the vesting date
                                         of such SARs.



 


		9.	Restricted
Stock and Restricted Stock Units.



 


The
Committee is hereby authorized to grant Awards of Restricted Stock and Restricted Stock Units to Participants and each Restricted
Stock and Restricted Stock Unit granted shall be evidenced by an Award Agreement in substantially the form as may be approved
by the Committee. Each such Award Agreement shall include the following terms and conditions and such additional terms and conditions,
in either case not inconsistent with the provisions of the Plan, as the Committee shall determine, in its discretion:


 


		(a)	Each
                                         Restricted Stock Unit shall represent a right to receive a cash payment equal to the
                                         Fair Market Value of one Share or, at the Committee’s discretion, one Share.



 


		(b)	Subject
                                         to the remainder of this Section 9, Shares of Restricted Stock and Restricted Stock Units
                                         shall be subject to such restrictions as the Committee may impose (including, without
                                         limitation, any limitation on the right to receive any dividend or Dividend Equivalent
                                         or other right), which restrictions may lapse separately or in combination at such time
                                         or times, in such installments or otherwise, as the Committee may deem appropriate. Subject
                                         to the terms of the Award Agreement, if required by Applicable Law, Participants holding
                                         Restricted Stock granted hereunder shall have the right to exercise full voting rights
                                         with respect to those Restricted Stock during any period of restriction. For greater
                                         certainty, a Participant shall have no voting rights or other rights of a shareholder
                                         with respect to any Restricted Stock Units granted hereunder.



 



    - 19 -


     


    

 


		(c)	(i)
                                         all Restricted Stock Units granted to U.S. Participants shall be in compliance with Section
                                         409A of the Code; and (ii) all Restricted Stock Units granted to Canadian Employee Participants
                                         shall have terms and conditions necessary to ensure
that such Restricted Stock Units comply, at all times, with the requirements of paragraph (k) of the exception to the definition
of “salary deferral arrangement” in subsection 248(1) of the ITA or are governed by the provisions of section 7 of
the ITA.



 


		(d)	Any
                                         share of Restricted Stock granted under the Plan may be evidenced in such manner as the
                                         Committee may deem appropriate including, without limitation, book-entry registration
                                         or issuance of a share certificate or certificates. In the event any share certificate
                                         is issued in respect of shares of Restricted Stock granted under the Plan, such certificate
                                         shall be registered in the name of the Participant and shall bear an appropriate legend
                                         referring to the terms, conditions, and restrictions applicable to such Restricted Stock.
                                         If share certificates are issued in respect of shares of Restricted Stock, the Committee
                                         may require that any share certificates evidencing such Shares be held in custody by
                                         the Corporation until the restrictions thereon shall have lapsed, and that, as a condition
                                         of any grant of Restricted Stock, the Participant shall have delivered a duly signed
                                         stock power or other instruments of assignment (including a power of attorney), each
                                         endorsed in blank with a guarantee of signature if deemed necessary or appropriate by
                                         the Corporation, which would permit transfer to the Corporation of all or a portion of
                                         the shares subject to the Restricted Stock Award in the event that such Award is forfeited
                                         in whole or part.



 


		(e)	The
                                         Committee may, when it finds that a waiver would be in the best interests of the Corporation,
                                         waive in whole or in part any or all restrictions with respect to Shares of Restricted
                                         Stock or Restricted Stock Units.



 


		(f)	The
                                         Committee may award Dividend Equivalents with respect to Awards of Restricted Stock Units.
                                         The entitlements on (and, with respect to U.S. Participants, the payment of) such Dividend
                                         Equivalents shall not be available until the vesting of the Award of Restricted Stock
                                         Units.



 


		(g)	The
                                         Corporation or the Committee may, at its discretion, establish a trust governed by Section
                                         7(2) of the ITA in respect of any Restricted Stock awarded to Canadian Employee Participants.



 


		(h)	No
                                         Participant or any other person claiming through a Participant shall be entitled to any
                                         benefit hereunder in respect of any Restricted Stock or Restricted Stock Units prior
                                         to the vesting date of such Restricted Stock or Restricted Stock Units.



 






    - 20 -


     


    

 


		10.	Deferred
Stock Unit.



 


The
Committee is hereby authorized to grant Awards of Deferred Stock Units to Participants and each Deferred Stock Unit granted shall
be evidenced by an Award Agreement in substantially the form as may be approved by the Committee. Each such Award Agreement shall
include the following terms and conditions and such additional terms and conditions, in either case not inconsistent with the
provisions of the Plan, as the Committee shall determine, in its discretion:


 





		(a)	Subject
                                         to the remainder of this Section 10, Deferred Stock Units shall be settled on expiration
                                         of the deferral period specified for an Award of Deferred Stock Unit by the Committee
                                         (or, if permitted by the Committee, as elected by the Participant). In addition, Deferred
                                         Stock Units shall be subject to such restrictions on transferability, risk of forfeiture
                                         and other restrictions, if any, as the Committee may impose, which restrictions may lapse
                                         at the expiration of the deferral period or at earlier specified times (including based
                                         on achievement of performance goals and/or future service requirements), separately or
                                         in combination, in installments or otherwise, and under such other circumstances as the
                                         Committee may determine at the date of grant or thereafter. Deferred Stock Units may
                                         be satisfied by delivery of a cash payment, Shares, other Awards, or a combination thereof,
                                         as determined by the Committee at the date of grant or thereafter.



 


		(b)	The
                                         Committee may award Dividend Equivalents with respect to Awards of Deferred Stock Units.
                                         The entitlements on such Dividend Equivalents shall not be available until the expiration
                                         of the deferral period for the Award of Deferred Stock Units.



 


		(c)	(i)
                                         all Deferred Stock Units granted to U.S. Participants shall be in compliance with Section
                                         409A of the Code; and (ii) all Deferred Stock Units granted to Canadian Participants
                                         shall have terms and conditions necessary to ensure that such Deferred Stock Units comply,
                                         at all times, with the requirements of Regulation 6801(d) and paragraph (l) of the exception
                                         to the definition of “salary deferral arrangement” in subsection 248(1) of
                                         the ITA or are governed by the provisions of section 7 of the ITA.



 


		(d)	Except
                                         as otherwise provided in the Award Agreement, each Participant shall be entitled to redeem
                                         his or her Deferred Stock Units during the period commencing on the business day immediately
                                         following the date of resignation or termination of such Participant and ending on the
                                         90th day after the Participant ceases to be an employee, officer or director of the Corporation
                                         or any Affiliate (within the meaning of that term in Income Tax Folio S2-F1-C2, Retiring
                                         Allowances, or any successor publication thereto) of the Corporation by providing
                                         a written notice of redemption, on a prescribed form, to the Committee (the “Redemption
                                         Date”). In the event of death of a Participant, the notice of redemption shall
                                         be filed by the administrator, liquidator or executor of the estate of the Participant.
                                         For greater certainty, the administrator, liquidator or executor shall have a maximum
                                         of 180 days following the date of resignation or termination of the Participant to provide
                                         such written notice. In the case of a U.S. Participant and except as otherwise provided
                                         in an Award Agreement, however, the redemption shall be deemed to be made on the earlier
                                         of: (i) March 15th of the year following the year of a “separation from
                                         service” within the meaning of Section 409A of the Code; or (ii) within 90 days
                                         of the U.S. Participant’s death, or retirement from, or loss of office or employment
                                         with the Corporation, within the meaning of paragraph 6801(d) of the regulations under
                                         the ITA, including the Participant’s resignation, retirement, removal from the
                                         Board, death or otherwise.



 




    - 21 -


     


    

 


		(e)	No
                                         Participant or any person who deals at non-arm’s length, within the meaning of
                                         the ITA, with the Participant, shall be entitled, under the Plan or otherwise, either
                                         immediately or in the future, either absolutely or contingently, to receive or obtain
                                         any amount or benefit granted or to be granted for the purposes of reducing the impact,
                                         in whole or in part, of any reduction in the Fair Market Value of the Shares.



 


		(f)	No
                                         Participant or any other person claiming through a Participant shall be entitled to any
                                         benefit hereunder in respect of any Deferred Stock Units prior to the vesting date of
                                         such Deferred Stock Units.



 


		11.	Performance
Awards.



 


The
Committee is hereby authorized to grant Performance Awards to Participants payable on the attainment of specific Performance Goals
and each Performance Award granted shall be evidenced by an Award Agreement in substantially the form as may be approved by the
Committee. Each such Award Agreement shall include the following terms and conditions and such additional terms and conditions,
in either case not inconsistent with the provisions of the Plan, as the Committee shall determine, in its discretion:


 


		(a)	If
                                         the Performance Award is payable in shares of Restricted Stock, such shares shall be
                                         transferable to the Participant only on attainment of the relevant Performance Goal and
                                         in accordance with Section 9. If the Performance Award is payable in cash, it may be
                                         paid on the attainment of the relevant Performance Goals either in cash or in shares
                                         of Restricted Stock (based on the then current Fair Market Value of such shares), as
                                         determined by the Committee.



 


		(b)	At
                                         the expiration of the applicable Performance Period, the Committee shall determine the
                                         extent to which the Performance Goals established by the Committee are achieved and the
                                         percentage of each Performance Award that has been earned.



 


		(c)	Subject
                                         to the applicable provisions of the Award Agreement and the Plan, Performance Awards
                                         may not be Transferred during the Performance Period.



 


		(d)	The
                                         Committee may award Dividend Equivalents with respect to Performance Awards. The entitlements
                                         on such Dividend Equivalents shall not be available until the expiration of the applicable
                                         Performance Period.



 


		(e)	Following
                                         the Committee’s determination in accordance with Section 11(b) the Corporation
                                         shall settle Performance Awards, in such form (including, without limitation, in Shares
                                         or in cash) as determined by the Committee, in an amount equal to such Participant’s
                                         earned Performance Awards. Notwithstanding the foregoing, the Committee may award an
                                         amount less than the earned Performance Awards and/or subject the payment of all or part
                                         of any Performance Award to additional vesting, forfeiture and deferral conditions as
                                         it deems appropriate.



 




    - 22 -


     


    

 


		(f)	Subject
                                         to the applicable provisions of the Award Agreement and the Plan, on a Participant’s
                                         termination of Service for any reason during the Performance Period for a given Performance
                                         Award, the Performance Award in question shall vest or be forfeited in accordance with
                                         the terms and conditions established by the Committee on the date of the grant of the
                                         Performance Award.



 


		(g)	Based
                                         on Service, performance and/or such other factors or criteria, if any, as the Committee
                                         may determine, the Committee may, at or after grant, due to such Service, performance
                                         and/or such other factors or criteria relating to the Participant’s performance
                                         to date accelerate on a pro rata basis the vesting of all or any part of any Performance
                                         Award.



 


		(h)	When
                                         and if Performance Awards become payable, a Participant having received the grant of
                                         such units shall be entitled to receive payment from the Corporation in settlement of
                                         such units in cash, Shares of equivalent value (based on the Fair Market Value, subject
                                         to Applicable Law), in some combination thereof, or in any other form determined by the
                                         Committee. With respect to any Canadian Participant, the Corporation shall deliver the
                                         payout in settlement of any Performance Award to such Canadian Participant by or before
                                         December 31 of the third year following the year of the grant.



 


		(i)	No
                                         Participant or any other person claiming through a Participant shall be entitled to any
                                         benefit hereunder in respect of any Performance Awards prior to the vesting date of such
                                         Performance Awards.



 


		12.	Other
Stock-Based Awards.



 


The
Committee is authorized, subject to limitations under Applicable Law, to grant to Participants such other Awards that may be denominated
or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares or factors that may influence
the value of Shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable
into Shares, purchase rights for Shares, Awards with value and payment contingent on performance of the Corporation or business
units thereof, Shares awarded purely as a bonus and not subject to restrictions or conditions, or any other factors designated
by the Committee. The Committee shall, in its discretion, determine the terms and conditions of such Awards. Shares delivered
pursuant to an Award in the nature of a purchase right granted under this Section 12 shall be purchased for such consideration,
paid for at such times, by such methods, and in such forms, including, without limitation, cash, Shares, other Awards, notes,
or other property, as the Committee shall determine. Unless otherwise determined by the Committee in an Award Agreement, the recipient
of an Award under this Section 12 shall not be entitled to receive, currently or on a deferred basis, dividends or Dividend Equivalents
in respect of the number of Shares covered by the Award. In all cases, such dividends or Dividend Equivalents would not become
payable until the expiration of any applicable performance period.


 




    - 23 -


     


    

 


		13.	Effect
of Termination of Service on Awards.



 


		(a)	The
                                         Committee may provide, by rule or regulation or in any Award Agreement, or may determine
                                         in any individual case, the circumstances in which Awards shall be exercised, vested,
                                         paid, repurchased or forfeited in the event a Participant ceases to provide Service to
                                         the Corporation or any Affiliate prior to the end of a performance period or exercise
                                         or settlement of such Award.



 


		(b)	Except
                                         as otherwise provided in Section 7(d) or by the Committee in an Award Agreement:



 


		(i)	if
                                         a Participant resigns their office or employment, or the employment of a Participant
                                         is terminated, or a Participant’s contract as a Consultant terminates, only the
                                         portion of the Awards (except for Deferred Stock Units granted to Canadian Employee Participants)
                                         that has vested and is exercisable at the date of any such resignation or termination
                                         may be exercised by the Participant during the period ending 30 days after the date of
                                         resignation or termination, as applicable, after which period all Awards expire;



 


		(ii)	if
                                         a Participant resigns their office or employment, or the employment of a Participant
                                         is terminated, or a Participant’s contract as a Consultant terminates, the portion
                                         of the Awards (except for Deferred Stock Units granted to Canadian Employee Participants)
                                         that has not vested and is not exercisable at the date of any such resignation or termination
                                         shall expire on the date of any such resignation or termination;



 


		(iii)	any
                                         Awards (except Deferred Stock Units), whether vested or unvested, shall expire immediately
                                         on the Participant being dismissed from their office or employment for cause or on a
                                         Participant’s contract as a Consultant being terminated before its normal termination
                                         date for cause, including where a participant resigns their office or employment or terminates
                                         their contract as a Consultant after being requested to do so by the Corporation as an
                                         alternative to being dismissed or terminated by the Corporation for cause.



 


		14.	Change
in Control Provisions.



 


Except
as otherwise provided by the Committee in an Award Agreement:


 


		(a)	the occurrence of a
                                                                                                                                                                  Change in Control shall not result in the vesting of unvested Awards nor the lapse of any period of restriction pertaining to
                                                                                                                                                                  any Restricted Stock or Restricted Stock Unit (such Awards collectively referred to as “Unvested Awards”),
                                                                                                                                                                  provided that: (i) such Unvested Awards shall continue to vest in accordance with the Plan and the Award Agreement; (ii) the
                                                                                                                                                                  level of achievement of performance goals prior to the date of the Change in Control shall be based on the actual performance
                                                                                                                                                                  achieved to the date of the Change in Control and the level of achievement of performance goals for the applicable period completed
following the date of the Change in Control shall be based on the assumed achievement of 100% of the performance goals; and (iii)
any successor entity agrees to assume the obligations of the Corporation in respect of such Unvested Awards.






 



    - 24 -


     


    

 


		(b)	For
                                         the period of 24 months following a Change in Control, where a Participant’s employment
                                         or term of office or engagement is terminated for any reason, other than for cause: (i)
                                         any Unvested Awards as at the date of such termination shall be deemed to have vested,
                                         and any period of restriction shall be deemed to have lapsed, as at the date of such
                                         termination and shall become payable as at the date of termination; and (ii) the level
                                         of achievement of Performance Goals for any Unvested Awards that are deemed to have vested
                                         pursuant to (i) above, shall be based on the actual performance achieved at the end of
                                         the applicable period immediately prior to the date of termination.



 


		(c)	With
                                         respect to Awards, other than Options or Deferred Stock Units granted to Canadian Employee
                                         Participants, the Committee, in its discretion, may determine that all outstanding Awards
                                         shall be cancelled, any vesting terms accelerated and/or any restrictions lapsed on a
                                         Change in Control, and if cancelled, that the value of such Awards, as determined by
                                         the Committee in accordance with the terms of the Plan and the Award Agreements, shall
                                         be paid out in cash in an amount based on the Change in Control Price within a reasonable
                                         time subsequent to the Change in Control; provided, however, that no such payment shall
                                         be made on account of an Incentive Stock Option using a value higher than the Fair Market
                                         Value of the underlying Shares on the date of settlement. For purposes of this Section,
                                         “Change in Control Price” shall mean the highest price per Share paid
                                         in any transaction related to a Change in Control of the Corporation.



 


		(d)	Notwithstanding
                                         the remainder of this Section 14, no cancellation, acceleration of vesting, lapsing of
                                         restrictions, payment of an Award, cash settlement or other payment shall occur with
                                         respect to any Award, if the Committee, in its discretion, reasonably determines in good
                                         faith in connection with a Change in Control that such Award shall be honoured or assumed,
                                         or new rights substituted therefor (with such honoured, assumed or substituted Award
                                         hereinafter referred to as an “Alternative Award”) by any successor
                                         to the Corporation or an Affiliate; provided, however, that any such Alternative Award
                                         must: (i) be based on shares that are traded on the Exchange; (ii) provide such Participant
                                         with rights and entitlements substantially equivalent to or better than the rights, terms
                                         and conditions applicable under such Award, including, but not limited to, an identical
                                         or better exercise or vesting schedule and identical or better timing and methods of
                                         payment; (iii) recognize, for the purposes of vesting provisions, the time that the Award
                                         has been held prior to the Change in Control; (iv) have substantially equivalent economic
                                         value to such Award (determined prior to the time of the Change in Control); (v) have
                                         terms and conditions which provide that in the event that the Participant’s employment
                                         with the Corporation, an Affiliate or any successor is involuntarily terminated or constructively
                                         terminated at any time within at least 24 months following a Change in Control, any conditions
                                         on a Participant’s rights under, or any restrictions on transfer or exercisability
                                         applicable to, each such Alternative Award shall be waived or shall lapse, as the case
                                         may be; (vi) with respect to U.S. Participants, comply with Section 409A of the Code;
                                         and (vii) be consistent with the requirements of Section 5(d) of the Plan.






 



    - 25 -


     


    

 


		(e)	In
                                         the event that any accelerated Award vesting or payment received or to be received by
                                         a Participant pursuant to the above (the “Benefit”) would: (i) constitute
                                         a “parachute payment” within the meaning of and subject to Section 280G of
                                         the Code; and (ii) but for this Section, be subject to the excise tax imposed by Section
                                         4999 of the Code (the “Excise Tax”), then such Benefit shall be reduced
                                         to the extent necessary to that no portion of the Benefit shall be subject to the Excise
                                         Tax, as determined in good faith by the Committee; provided, however, that if, in the
                                         absence of any such reduction (or after such reduction), the Participant believes that
                                         the Benefit or any portion thereof (as reduced, if applicable) would be subject to the
                                         Excise Tax, the Benefit shall be reduced (or further reduced) to the extent determined
                                         by the Committee so that the Excise Tax would not apply. To the extent that such Benefit
                                         or any portion thereof is subject to Section 409A of the Code, then such Benefit or portion
                                         thereof shall be reduced by first reducing or eliminating any payment or Benefit payable
                                         in cash and then any payment or Benefit not payable in cash, in each case in reverse
                                         order beginning with payments or Benefits which are to be paid the further in time from
                                         the date of a Change in Control. If, notwithstanding any such reduction (or in the absence
                                         of such reduction), the Internal Revenue Service (“IRS”) determines
                                         that the Participant is liable for Excise Tax as a result of the Benefit, then the Participant
                                         shall be obliged to return to the Corporation, within 30 days of such determination by
                                         the IRS, a portion of the Benefit sufficient such that none of the Benefit retained by
                                         the Participant constitutes a “parachute payment” within the meaning of Section
                                         280G of the Code that is subject to the Excise Tax. In no event shall the Corporation
                                         have any obligation to pay any Excise Tax imposed on a Participant or to indemnify a
                                         Participant therefor.



 


		(f)	Notwithstanding
                                         any other provision of this Plan, this Section shall not apply with respect to any Deferred
                                         Stock Units held by a Canadian Participant where such Deferred Stock Units are governed
                                         under regulation 6801(d) of the ITA or any successor to such provision.



 


		15.	General
Provisions Applicable to Awards.



 


		(a)	The
                                         Committee may grant Awards for no cash consideration or for such minimal cash consideration
                                         as may be required by Applicable Law.



 


		(b)	The
                                         Committee may grant Awards either alone or in addition to or in tandem with any other
                                         Award or any award granted under any other plan of the Corporation. Awards granted in
                                         addition to or in tandem with other Awards, or in addition to or in tandem with awards
                                         granted under any other plan of the Corporation, may be granted
either at the same time as or at a different time from the grant of such other Awards or awards.






 





    - 26 -


     


    

 


		(c)	Subject
                                         to the terms of the Plan, payments or transfers to be made by the Corporation on the
                                         grant, exercise or payment of an Award may be made in the form of cash, Shares, other
                                         securities or other Awards, or any combination thereof, as determined by the Committee
                                         at the time of grant, and may be made in a single payment or transfer, in installments,
                                         or on a deferred basis, in each case in accordance with rules and procedures established
                                         by the Committee and, with respect to U.S. Participants, in compliance with Section 409A
                                         of the Code. Such rules and procedures may include, without limitation, provisions for
                                         the payment or crediting of reasonable interest (or no interest) on installment or deferred
                                         payments or the grant or crediting of Dividend Equivalents in respect of installment
                                         or deferred payments.



 


		(d)	Except
                                         as may be permitted by the Committee in its discretion or as specifically provided in
                                         an Award Agreement: (i) no Award or other benefit payable under the Plan shall be Transferable
                                         in any manner other than by last will and testament or the law of descent and distribution,
                                         and any attempt to Transfer any such benefit shall be void, and any such benefit shall
                                         not in any manner be liable for or subject to the debts, contracts, liabilities, engagements
                                         or torts of any person who shall be entitled to such benefit, nor shall it be subject
                                         to attachment or legal process for or against such person; and (ii) each Award, and each
                                         right under any Award, shall be exercisable during the Participant’s lifetime only
                                         by the Participant or, if permissible under Applicable Law by the Participant’s
                                         guardian or legal representative; provided, however that any assignments or transfers
                                         of Incentive Stock Options must comply with the requirements of Code Section 422. The
                                         provisions of this Section shall not apply to any Award which has been fully exercised,
                                         earned or paid, as the case may be, and shall not preclude forfeiture of an Award in
                                         accordance with the terms thereof.



 


		(e)	A
                                         Participant may designate a Beneficiary or change a previous beneficiary designation
                                         at such times prescribed by the Committee by using forms and following procedures approved
                                         or accepted by the Committee for that purpose. If no Beneficiary designated by the Participant
                                         is eligible to receive payments or other benefits or exercise rights that are available
                                         under the Plan at the Participant’s death, the Beneficiary shall be the Participant’s
                                         estate.



 


		(f)	All
                                         certificates for Shares and/or Shares or other securities delivered under the Plan pursuant
                                         to any Award or the exercise thereof shall be subject to such stop transfer orders and
                                         other restrictions as the Committee may deem advisable under the Plan or Applicable Law,
                                         and the Committee may cause a legend or legends to be put on any such certificates to
                                         make appropriate reference to such restrictions.



 


		(g)	All
                                         Awards issued pursuant to the Plan which may be denominated or settled in Shares, and
                                         all such Shares issued pursuant to the Plan, shall be issued pursuant to the
prospectus and registration requirements of Applicable Securities Laws or an exemption from such prospectus and registration requirements.



 




    - 27 -


     


    

 


		16.	Amendments
and Termination.



 


		(a)	Unless
required by Applicable Law, the Board may amend, alter, suspend, discontinue or terminate the Plan and any outstanding Awards
granted hereunder, in whole or in part, at any time without notice to or approval by the shareholders of the Corporation, for
any purpose whatsoever, provided that where such amendment relates to any outstanding Award and it would:



 


		(i)	materially
                                         decrease the rights or benefits accruing to the holder of such Award; or



 


		(ii)	materially
                                         increase the obligations of the holder of such Award;



 


then,
unless otherwise excepted out by a provision of this Plan, the Committee must also obtain the written consent of the holder of
such Award in question to such amendment. If at the time the exercise price of an Option is reduced the holder of such Option
is an Insider of the Corporation, the Insider must not exercise the option at the reduced exercise price until the reduction in
exercise price has been approved by the disinterested shareholders of the Corporation, if required by Applicable Law.


 


		(b)	If
required by Applicable Law or by the Committee, this Plan may be made subject to the approval of the shareholders of the Corporation
as prescribed by Applicable Law. If shareholder approval is required, any Awards granted under this Plan prior to such time will
not be exercisable on the Corporation unless and until such shareholder approval is obtained, subject to Applicable Law. Notwithstanding
anything contained herein to the contrary, no amendment to the Plan requiring the approval of the shareholders of the Corporation
under any Applicable Law shall become effective until such approval is obtained.



 


		17.	Miscellaneous.



 


		(a)	The
                                         Plan is intended to constitute an “unfunded” plan for incentive and deferred
                                         compensation; and is not intended to be an employee benefit plan that is subject to the
                                         Employee Retirement Income Security Act of 1974, as amended. With respect to any payment
                                         as to which a Participant has a fixed and vested interest, but which are not yet made
                                         to a Participant by the Corporation, nothing contained herein shall give any such Participant
                                         any right that is greater than those of a general unsecured creditor of the Corporation.



 


		(b)	No
                                         employee, Participant or other person shall have any claim to be granted any Award under
                                         the Plan, and there is no obligation for uniformity of treatment of employees, Participants,
                                         or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards
                                         need not be the same with respect to each Participant and such Awards to individual Participants
                                         need not be the same in subsequent
years. Any Award granted under the Plan shall be a one-time Award which does not constitute a promise of future grants. The Corporation
shall have the right to make available future grants hereunder.






 





    - 28 -


     


    

 


		(c)	The
                                         Corporation or any Affiliate shall have the authority and the right to deduct or withhold,
                                         or require a Participant to remit to the Corporation or Affiliate, an amount sufficient
                                         to satisfy federal, provincial, state, local and foreign taxes (including the Participant’s
                                         FICA, Canada Pension Plan contributions, employment tax, Employment Insurance (Canada)
                                         premiums, or other social security contribution obligation) required by law to be withheld
                                         with respect to any taxable event concerning a Participant arising as a result of the
                                         Plan. The Committee, in its discretion and in satisfaction of the foregoing requirement,
                                         may withhold, or allow a Participant to elect to have the Corporation withhold, Shares
                                         otherwise issuable under an Award (or allow the surrender of Shares). The number of Shares
                                         which may be so withheld or surrendered shall be limited to the number of Shares which
                                         have a Fair Market Value on the date of withholding or repurchase equal to the aggregate
                                         amount of such liabilities based on the minimum statutory withholding rates for federal,
                                         provincial, state, local and foreign income tax and payroll tax purposes that are applicable
                                         to such supplemental taxable income. The Committee shall determine the Fair Market Value
                                         of the Shares, consistent with applicable provisions of the Plan, the Code and the ITA,
                                         for tax withholding obligations due in connection with a broker-assisted net settlement
                                         (described in Section 7(f)) involving the sale of Shares to pay the Option exercise price
                                         or any tax withholding obligation.



 


		(d)	Nothing
                                         contained in the Plan shall prevent the Corporation from adopting or continuing in effect
                                         other or additional compensation arrangements, and such arrangements may be either generally
                                         applicable or applicable only in specific cases.



 


		(e)	The
                                         grant of an Award shall not be construed as giving a Participant the right to be retained
                                         in the employ of, or to continue to provide Services to, the Corporation or any Affiliate.
                                         Further, the Corporation or the applicable Affiliate may at any time dismiss a Participant,
                                         free from any liability, or any claim under the Plan, unless otherwise expressly provided
                                         in the Plan or in any Award Agreement or in any other agreement binding the parties.
                                         The receipt of any Award under the Plan is not intended to confer any rights on the receiving
                                         Participant except as set forth in such Award.



 


		(f)	If
                                         any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal,
                                         or unenforceable in any jurisdiction, or as to any person or Award, or would disqualify
                                         the Plan or any Award under any Applicable Law deemed applicable by the Committee, such
                                         provision shall be construed or deemed amended to conform to Applicable Laws, or if it
                                         cannot be so construed or deemed amended without, in the determination of the Committee,
                                         materially altering the intent of the Plan or the Award, such provision shall be stricken
                                         as to such
jurisdiction, person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.



 






    - 29 -


     


    

 


		(g)	Neither
                                         the Plan nor any Award shall create or be construed to create a trust or separate fund
                                         of any kind or a fiduciary relationship between the Corporation and a Participant or
                                         any other person. To the extent that any person acquires a right to receive payments
                                         from the Corporation pursuant to an Award, such right shall be no greater than the right
                                         of any unsecured general creditor of the Corporation.



 


		(h)	Unless
                                         otherwise determined by the Committee, as long as the Common Shares are listed on the
                                         Exchange, the issuance of Common Shares pursuant to an Award shall be conditioned on
                                         such shares being listed on the Exchange. The Corporation shall have no obligation to
                                         issue such Common Shares unless and until such Common Shares are so listed. If at any
                                         time counsel to the Corporation shall be of the opinion that any sale or delivery of
                                         Shares pursuant to an Option or other Award is or may in the circumstances be unlawful
                                         or result in the imposition of excise taxes on the Corporation under the statutes, rules
                                         or regulations of any applicable jurisdiction, the Corporation shall have no obligation
                                         to make such sale or delivery, or to make any application or to effect or to maintain
                                         any qualification or registration with respect to Shares or Awards, and the right to
                                         exercise any Option or other Award shall be suspended until, in the opinion of such counsel,
                                         such sale or delivery shall be lawful or shall not result in the imposition of excise
                                         taxes on the Corporation. A Participant shall be required to supply the Corporation with
                                         certificates, representations and information that the Corporation requests and otherwise
                                         cooperate with the Corporation in obtaining any listing, registration, qualification,
                                         exemption, consent or approval the Corporation deems necessary or appropriate.



 


		(i)	No
                                         Award granted or paid out under the Plan shall be deemed compensation for purposes of
                                         computing benefits under any retirement plan of the Corporation or its Affiliates nor
                                         affect any benefit under any other benefit plan now or subsequently in effect under which
                                         the availability or amount of benefits is related to the level of compensation.



 


		(j)	Except
                                         as otherwise provided herein, a Participant shall have none of the rights of a shareholder
                                         of the Corporation with respect to Shares covered by any Award until the Participant
                                         becomes the record owner of such Shares.



 


		(k)	The
                                         Plan shall be binding on all successors and permitted assigns of a Participant, including,
                                         without limitation, the executor, administrator or trustee of the estate of such Participant.
                                         Any benefit payable to or for the benefit of a minor, an incompetent person or other
                                         person incapable of receipt thereof shall be deemed paid when paid to such person’s
                                         guardian or to the party providing or reasonably appearing to provide for the care of
                                         such person, and such payment shall fully discharge the Committee, the Board, the Corporation,
                                         its Affiliates and their employees, agents and representatives with respect thereto.



 




    - 30 -


     


    

 


		18.	Effective
Date of the Plan.



 


The
Plan shall be effective as of the Effective Date, which is the date of adoption by the Board, subject to the approval of the Plan
by the shareholders of the Corporation in accordance with the requirements of Applicable Law.


 


		19.	Term
of the Plan.



 


No
Award shall be granted under the Plan after ten years from the Effective Date. However, unless otherwise expressly provided in
the Plan or in an applicable Award Agreement, any Award granted prior to the date that is ten years from the Effective Date may
extend beyond such date, and the authority of the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such
Award, or to waive any conditions or rights under any such Award, and the authority of the Board to amend the Plan, shall extend
beyond such date.


 


		20.	Section
409A of the Code.



 


		(a)	The
                                         Plan is intended to comply with the applicable requirements of Section 409A of the Code
                                         and shall be limited, construed and interpreted in accordance with such intent. To the
                                         extent that any Award is subject to Section 409A of the Code, it shall be paid in a manner
                                         that shall comply with Section 409A of the Code, including proposed, temporary or final
                                         regulations or any other guidance issued by the Secretary of the Treasury and the Internal
                                         Revenue Service with respect thereto. Notwithstanding anything herein to the contrary,
                                         any provision in the Plan that is inconsistent with Section 409A of the Code shall be
                                         deemed to be amended to comply with Section 409A of the Code and to the extent such provision
                                         cannot be amended to comply therewith, such provision shall be null and void. The Corporation
                                         shall have no liability to a Participant, or any other party, if an Award that is intended
                                         to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant
                                         or for any action taken by the Committee or the Corporation and, in the event that any
                                         amount or benefit under the Plan becomes subject to penalties under Section 409A of the
                                         Code, responsibility for payment of such penalties shall rest solely with the affected
                                         Participants and not with the Corporation. Notwithstanding any contrary provision in
                                         the Plan or Award Agreement, any payment(s) of “nonqualified deferred compensation”
                                         (within the meaning of Section 409A of the Code) that are otherwise required to be made
                                         under the Plan to a “specified employee” (as defined under Section
                                         409A of the Code) as a result of such employee’s separation from Service (other
                                         than a payment that is not subject to Section 409A of the Code) shall be delayed for
                                         the first six months following such separation from Service (or, if earlier, the date
                                         of death of the specified employee) and shall instead be paid (in a manner set forth
                                         in the Award Agreement) on expiration of such delay period.



 


		(b)	Notwithstanding
                                         the foregoing, the Corporation does not make any representation to any Participant or
                                         Beneficiary as to the tax consequences of any Awards made pursuant
to this Plan, and the Corporation shall have no liability or other obligation to indemnify or hold harmless the Participant or
any Beneficiary for any tax, additional tax, interest or penalties that the Participant or any Beneficiary may incur as a result
of the grant, vesting, exercise or settlement of an Award under this Plan.






 



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		21.	Governing
Law.



 


This
Plan shall be governed by and construed in accordance with the laws of the Province of British Columbia.


 


		22.	Insider
Limitation.



 


Subject
to the terms of the Plan and unless permitted by Applicable Law, the Corporation shall not grant Awards under the Plan to an employee
or Consultant of the Corporation who is an investor relations person of the Corporation, an Associated Consultant of the Corporation,
an Executive Officer of the Corporation, a director of the Corporation, or a Permitted Assign of those persons if, after the distribution:


 


		(a)	the
number of securities, calculated on a fully diluted basis, reserved for issuance under any Security Based Compensation Arrangement
granted to:



 


		(i)	Related
                                         Persons, exceeds 10% of the outstanding securities of the Corporation, or



 


		(ii)	a
                                         Related Person, exceeds 5% of the outstanding securities of the Corporation, or



 


		(b)	the
number of securities, calculated on a fully diluted basis, issued within 12 months to:



 


		(i)	Related
                                         Persons, exceeds 10% of the outstanding securities of the Corporation, or



 


		(ii)	a
                                         Related Person and the Associates of the Related Person, exceeds 5% of the outstanding
                                         securities of the Corporation.





 


___________


 


 


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