Exhibit 4.1


 


IPSCO
INC.


 


INCENTIVE
SHARE PLAN

(amended and restated as of March 3, 2005)


 


1.             Purpose of the Plan


 


The
purpose of the Incentive Share Plan (the “Plan”) is to assist Ipsco Inc. (the “Corporation”)
and its Subsidiaries in attracting, retaining and motivating individuals of
outstanding ability by offering stock-based incentive rewards.  The Plan is intended to motivate and reward
individuals who contribute to the Corporation’s profitability and to give those
individuals a proprietary interest in the Corporation’s growth and financial
success.


 


2.             Definitions


 


As used in the Plan, the
following words shall have the following meanings:


 


(a)           “affiliate”
has the meaning assigned by the Securities
Act.


 


(b)           “associate” has
the meaning assigned by the Securities Act.


 


(c)           “Award” means an
award granted to any Participant in accordance with the provisions of the Plan
in the form of Stock Options, Restricted Shares or Performance Units, or any
combination of the foregoing.


 


(d)           “Award Agreement”
has the meaning ascribed thereto in Section 6(b).


 


(e)           “Beneficiary”
means the beneficiary or beneficiaries designated pursuant to Section 11 of the
Plan to receive, upon the death of a Participant, Awards of Stock Options,
Restricted Shares or Performance Units issued or payable to the Participant
under the Plan.


 


(f)            “Board of
Directors” means the Board of Directors of the Corporation.


 


(g)           “Committee”
means the committee described in Section 4 of the Plan.


 


(h)           “Common Shares”
means the Common Shares of the Corporation.


 


(i)            “Corporation”
means IPSCO Inc. and its successors and assigns.


 


(j)            “date of
ceasing to be an officer or employee” or “date of
termination of service” and all such similar expressions mean the
last date of active employment of the officer or employee and for the purposes
of this Plan:


 


(i)            any period after the date
on which an officer or employee has received a notice of termination of
employment; or


 


(ii)           any period during which an officer or employee is
in receipt of 

or eligible to receive severance pay or compensation in lieu of notice,


 


is deemed to be after the date
of termination of employment.


 


(k)           “Disability” has
the meaning ascribed thereto in Section 7(j)(i).


 


(l)            “Eligible
Director” means a person who is a “non-employee director” within the
meaning of Rule 16-b3 under the Exchange Act, or a person meeting any similar
requirement under any successor rule or regulation.


 





















 


(m)          “Exchange Act”
means the United States Securities Exchange Act of 1934,
as amended.


 


(n)           “Exercise Price”
means the price at which a holder of a Stock Option may purchase the Common
Shares issuable upon exercise of the Stock Option.


 


(o)           “Fair Market Value”
means, as of any date, the last sale price per share of a board lot of the
Common Shares on the Toronto Stock Exchange (the “TSE”) for such date, or if
there was no such sale price reported for such date, the price on the next
preceding date on which there was such a sale reported.


 


(p)           “insider” has
the meaning assigned by the Securities Act
and also includes associates and affiliates of an insider for only includes a
director or senior officer of a Subsidiary or an affiliate of the Corporation
if such director or senior officer (a) in the ordinary course receives or has
access to information as to material facts or material changes concerning the
Corporation before the material facts or materials changes are generally
disclosed; (b) is a director or senior officer of a Major Subsidiary of the
Corporation; or (c) is an insider of the Corporation in a capacity other than
as a director or senior officer of the Subsidiary or affiliate.


 


(q)            “Major
Subsidiary” has the meaning assigned by Canadian Securities
Administrators’ National Instrument 55-101 – “Exemption
from Certain Insider Reporting Requirements,” as amended.


 


(r)            “outstanding
issue” means the number of common shares of the Company issued and
outstanding on a non-diluted basis.


 


(s)           “Participant”
has the meaning ascribed thereto in Section 5.


 


(t)            “Performance
Objective” has the meaning ascribed thereto in Section 9(a).


 


(u)           “Performance Period”
has the meaning ascribed thereto in Section 9(a).


 


(v)           “Performance Unit”
means a performance unit awarded under Section 9 of the Plan.


 


(w)          “reserved for issuance”
refers to shares which may be issued in the future upon the exercise of Stock
Options which have been granted (shares are considered “reserved for issuance”
commencing when the Stock Options are granted, regardless of when they can be
exercised).


 


(x)            “Restricted
Shares” means one or more Common Shares awarded under Section 8 of
the Plan, subject to such restrictions as the Committee deems appropriate or
desirable.


 


(y)           “Restriction Period”
has the meaning ascribed thereto in Section 8(a).


 


(z)            “Retirement”
has the meaning ascribed thereto in Section 7(j)(ii).


 


(aa)         “Securities Act” means the Securities Act (Ontario), as
amended.


 


(bb)         “Stock  Option” means a stock option awarded under Section 7 of the
Plan.


 


(cc)         “Stock Option Agreement”
means an Award Agreement relating to Stock Options.


 


(dd)         “Subsidiary” means
a subsidiary of the Corporation within the meaning of the Canada
Business Corporations Act.


 


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3.             Shares Subject to the Plan


 


(a)           Since the inception of the Plan, a maximum of Six
Million One Hundred Seventy-Five Thousand (6,175,000) Common Shares have been
authorized for issuance under and in accordance with the Plan.  As at March 3, 2005, Four Million Three
Hundred Eighty-Four Thousand Eight Hundred Twenty-Seven (4,384,827) of such
Common Shares have been issued and Nine Hundred Fourteen Thousand Three Hundred
Fifty-Four (914,354) Common Shares are issuable upon the exercise of all
currently outstanding Stock Options and Performance Units, and Eight Hundred
Seventy-Five Thousand Eight Hundred Nineteen (875,819) Common Shares are
available for issuance in connection with subsequent grants of Awards.  No fractional common shares may be purchased
or issued under the Plan.  If any Stock
Option expires unexercised or is terminated, surrender or cancelled without
being exercised in whole or in part for any reason, or any Performance Units
payable in Common Shares or Restricted Shares are forfeited, then the number of
Common Shares issued or issuable, as applicable, under such forfeited,
terminated or expired Awards shall again become available for award under the
Plan.


 


(b)           In no event shall the aggregate number of Common Shares
reserved for issuance under the Plan for any one person exceed two percent (2%)
of the issued and outstanding Common Shares.


 


(c)           In no event shall:


 


(i)            the number of Common
Shares issuable and issued pursuant to this Plan and when combined with any
other security based compensation arrangement of the Corporation insiders
exceed 10% of the issued and outstanding Common Shares;


 


(ii)           the number of Common Shares issuable to any one
insider exceed 2% of the total issued and outstanding Common Shares; and


 


(iii)          the number of Common
Shares issuable and issued under the Plan to non-employee members of the Board
of Directors exceed 0.25% of the issued and outstanding Common Shares of the
Corporation,


 


without obtaining the approval of a majority of the
votes cast at a shareholders’ meeting.


 


4.             Administration of the Plan


 


(a)           The Plan shall be administered by the Board of Directors
which shall, without limitation, have full and final authority in its
discretion, but subject to the express provisions of the Plan, to interpret the
Plan, to prescribe, amend and rescind rules and regulations relating to it and
to make all other determinations deemed necessary or advisable for the
administration of the Plan.  The Board of
Directors may delegate any or all of its authority with respect to the
administration of the Plan and any or all of the rights, powers and discretions
with respect to the Plan granted to it hereunder to the Management Resources
and Compensation Committee or such other committee of directors of the Company
as the Board of Directors may designate (the “Committee”) and upon such
delegation, the Committee, as well as the Board of Directors, shall be entitled
to exercise any or all of such authority, rights, powers and discretions with
respect to the Plan.  The directors of
the Company may fully participate in voting and in other deliberations or proceedings
of the Board of Directors in respect of the Plan, notwithstanding: (i) the
eligibility of the directors to participate in the Plan; and (ii) that the
directors may hold Stock Options granted pursuant to the Plan.  On and after the time that the Corporation
ceases to qualify as a “foreign private issuer” within the meaning of the
Exchange Act, unless the Board of Directors is acting as the Committee or the
Board of Directors specifically determines otherwise, each member of the
Committee shall, at the time he or she takes any action with respect to an
Award under the Plan, be an Eligible Director, provided that the mere fact that
a Committee member shall fail to qualify as an Eligible Director shall not
invalidate any Award granted by the Committee which Award is otherwise validly
made under the Plan.


 


(b)           The Committee shall have full power, discretion and
authority to interpret, construe and administer the Plan and any part thereof
and to make and amend rules for carrying out the Plan, and its interpretations
and constructions thereof and actions taken thereunder shall be, except as
otherwise determined by the Board of Directors, final, conclusive and binding
on all persons for all purposes.


 


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(c)           The Committee’s decisions and determinations under the
Plan need not be uniform and may be made selectively among Participants,
whether or not such Participants are similarly situated.


 


(d)           The Committee may adopt its own rules of procedure and
the action of a majority of the Committee, taken at a meeting or taken without
a meeting by a writing signed by such majority, shall constitute action by the
Committee.


 


5.             Eligibility


 


Awards
may be granted under the Plan to such directors and full-time or part-time
officers and employees of the Corporation and its Subsidiaries as the Committee
may from time to time designate as participants (the “Participants”) under the
Plan.


 


6.             Grant of Awards and Award Agreements


 


(a)           Subject to the provisions of the Plan and applicable
law, the Committee shall (i) determine and designate from time to time those
Participants or groups of Participants to whom Awards are to be granted; (ii)
determine the form or forms of Award to be granted to any Participant; (iii)
determine the amount or number of Stock Options, Restricted Shares or
Performance Units subject to each Award; and (iv) determine the terms and
conditions of each Award.


 


(b)           Each Award granted under the Plan shall be evidenced by
a written award agreement (“Award Agreement”). 
The Award Agreement shall be subject to and incorporate the express
terms and conditions, if any, required under the Plan or otherwise provided by
the Committee.  Subject to Section 6(c),
such terms may, at the discretion of the Committee, include provisions to the
effect that upon a change of control, conditions or restrictions applicable to
some or all of the Stock Options, Restricted Shares or Performance Units shall
be waived in whole or in part and the vesting of all or some of the Stock
Options, Restricted Shares or Performance Units shall be accelerated.


 


(c)           All Awards that may involve the issuance of Shares in
settlement of the Award shall have a minimum vesting period of one year
following the grant of the Award.


 


7.             Terms of Stock Options


 


All
Stock Options shall be granted upon and subject to the terms and conditions
hereinafter set forth.


 


(a)           Exercise Price.  The
exercise price for each Common Share pursuant to the exercise of a Stock Option
shall be as determined by the Committee, but shall in no event be less than one
hundred percent (100%) of the last sale price per share of a board lot of the
Common Shares on The Toronto Stock Exchange on the last business day on which
there was a trade of a board lot, prior to the day the Stock Option is granted
to such Participant.


 


(b)           Vesting. Subject
to Section 6(c), the Stock Options shall vest and become exercisable in
accordance with the terms and conditions determined by the Committee at the
time of the grant as set out in the Stock Option Agreement.


 


(c)           Length of Grant.  Any Stock Options granted shall expire not later than the tenth
anniversary of the date such Stock Options were granted.


 


(d)           Non-Assignability of Stock Options.  Subject to Section 11, Stock Options shall
not be transferable or assignable (whether absolutely or by way of mortgage,
pledge or other charge) by a Participant other than by will or other
testamentary instrument, the laws of succession or other laws of general
application and may be exercisable during the lifetime of the Participant only
by such Participant.


 


(e)           Right to Postpone Exercise.  Each Participant, upon becoming entitled to
exercise a Stock Option in respect of any Common Shares in accordance with the
Stock Option Agreement, shall thereafter be entitled to exercise the Stock
Option to purchase any such Common Shares at any time prior to the expiration
or other


 


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termination of the Stock Option Agreement or the Stock
Option rights granted thereunder in accordance with the Plan or Stock Option
Agreement.


 


(f)            Exercise of Payment.  Any Stock Option may be exercised by a
Participant or the legal representative of a Participant giving notice to the
Corporation specifying the number of Common Shares in respect of which such
Stock Option is being exercised, accompanied by payment (by certified cheque,
bank draft or other instrument acceptable to the Corporation, to be payable to
the Corporation) of the entire exercise price (determined in accordance with
the Stock Option Agreement) for the number of shares specified in the
notice.  Upon any such exercise of a
Stock Option by a Participant the Corporation shall cause the transfer agent of
Common Shares of the Corporation to promptly deliver to such Participant or the
legal representative of such Participant, as the case may be, a share
certificate in the name of such Participant or the legal representative of such
Participant, as the case may be, representing the number of shares specified in
the notice.


 


(g)           Rights of Participants.  The Participants shall have no rights
whatsoever as shareholders in respect of any of the Common Shares subject to
the Stock Option (including, without limitation, any right to receive dividends
or other distributions, voting rights, warrants or rights under any rights
offering) other than Common Shares in respect of which Participants have
exercised their Stock Option to purchase and which have been issued by the
Corporation.


 


(h)           Third Party Offer.  If at any time when a Stock Option remains
unexercised with respect to any Common Shares, a general offer to purchase all
of the issued shares of the Corporation is made by a third party, the
Corporation shall use its best efforts to bring such offer to the attention of
the Participants as soon as practicable and the Corporation may, at its option,
require the acceleration of the time for the exercise of the Stock Options
granted under the Plan and of the time for the fulfillment of any conditions or
restrictions on such exercise.


 


(i)            Termination.  If a
Participant is dismissed as an officer or employee by the Corporation or any of
its subsidiaries for cause, all unexercised Stock Options of that Participant
under the Plan shall immediately become terminated and shall lapse
notwithstanding the original term of any Stock Option granted to such
Participant under the Plan.


 


(j)            Disability or Retirement.  If a Participant ceases to be an employee
(and if such Participant is an officer, such Participant ceases to be an
officer) of the Corporation (and, if such Participant is an employee or officer
of any Subsidiary of the Corporation, such Participant also ceases to be an
employee or officer of any such Subsidiary) as a result of:


 


(i)            disability or illness
preventing the Participant from performing the duties routinely performed by
such Participant (“Disability”);


 


(ii)           retirement at the normal retirement age prescribed
by the Corporation pension plan of which the Participant is a member (“Retirement”);
or


 


(iii)          such other circumstances as may be approved by the
Committee,


 


such Participant shall have the
right for a period of three (3) years (or until the normal expiry date of any
Stock Options of such Participant if earlier) from the date of ceasing to be an
officer or employee to exercise any unexpired Stock Options to the extent they
were exercisable on the date of ceasing to be an officer or employee.  Upon the expiration of such three (3) year
period (or such shorter period, if applicable), all unexercised Stock Options
of that Participant shall immediately become terminated and shall lapse
notwithstanding the original term of any Stock Options granted to such
Participant. This Section 7(j) shall not apply to any officer or employee that
is a director of the Corporation or any of its subsidiaries after the time that
such officer or employee ceases to be an officer or employee of the Corporation
and of its subsidiaries.


 


(k)           Deceased Participant.  In the event of the death of any Participant
(other than a director of the Corporation or any of its subsidiaries who is not
an officer or employee of the Corporation or any of its subsidiaries), the
legal representative of such deceased Participant shall have the right for a
period of three (3) years (or until the normal expiry date of any Stock Options
of such deceased Participant if earlier) from the date of death


 


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of such deceased Participant to exercise any unexpired
Stock Options of such deceased Participant to the extent they were exercisable
on the date of death.  Upon the
expiration of such three (3) year period (or such shorter period, if
applicable), all unexercised Stock Options of such deceased Participant shall
immediately become terminated and shall lapse notwithstanding the original term
of any Stock Options granted to such deceased Participant under the Plan.


 


In the event of the death of
any Participant who is a director of the Corporation or any of its Subsidiaries
and who is not an officer or employee of the Corporation or any of its
subsidiaries, the legal representative of such deceased Participant shall have
the right for a period of one (1) year (or until the normal expiry date of any
Stock Options of such deceased Participant if earlier) from the date of death
of such deceased Participant to exercise any unexpired Stock Options of such
deceased Participant to the extent they were exercisable on the date of
death.  Upon the expiration of such one
(1) year period (or such shorter period, if applicable), all unexercised Stock
Options of such deceased Participant shall immediately become terminated and
shall lapse notwithstanding the original term of any Stock Options granted to
such deceased Participant under the Plan.


 


(l)            Other Termination.  If a Participant ceases to be an employee
(and if such Participant is an officer, such Participant ceases to be an
officer) of the Corporation (and, if such Participant is an employee or officer
of any Subsidiary of the Corporation, such Participant also ceases to be an
employee or officer of any such Subsidiary) for a reason other than those specified
in Section 7(i), 7(j) or 7(k) hereof, such Participant shall have the right for
a period of sixty (60) days (or until the normal expiry date of any Stock
Options of such Participant if earlier) from the date of ceasing to be an
officer or employee to exercise any unexpired Stock Options to the extent they
were exercisable on the date of ceasing to be an officer or employee.  Upon the expiration of such sixty (60) day
period (or such shorter period, if applicable), all unexercised Stock Options
of that Participant shall immediately become terminated and shall lapse
notwithstanding the original term of any Stock Options granted to such
Participant under the Plan.  This Section
7(l) shall not apply to any officer or employee that is a director of the Corporation
or any of its Subsidiaries after the time that such officer or employee ceases
to be an officer or employee of the Corporation and its Subsidiaries.


 


(m)          Ceasing to be a Director.  If a Participant ceases to be a director
(and, if such Participant is a director of any of the subsidiaries of the
Corporation, such Participant also ceases to be a director of any such
Subsidiary) of the Corporation for any reason other than as specified in
Section 6(k) hereof, such Participant shall have the right for a period of one
(1) year (or until the normal expiry date of the Stock Option rights of such
Participant if earlier) from the date of ceasing to be a director to exercise
any outstanding Stock Options to the extent they were exercisable on the date
of ceasing to be a director of the Corporation and its Subsidiaries.  Upon the expiration of such one (1) year
period (or such shorter period, if applicable), all unexercised Stock Options
of that Participant shall immediately become terminated and shall lapse notwithstanding
the original term of any Stock Options granted to such Participant under the
Plan.  This Section 7(m) shall not apply
to any director of the Corporation or any of its Subsidiaries that is an
officer or employee of the Corporation or any of its Subsidiaries after the
time such person ceases to be a director of the Corporation and its
Subsidiaries.


 


(n)           Discretion to Extend Exercise Period.  In the case of any Stock Option Agreement in
respect of Stock Options which have been granted previously and are outstanding
and which are held by any Participant (other than a director of the Company or
any of its subsidiaries who is not an officer or employee of the Company or any
of its subsidiaries), the Board of Directors shall have the authority to determine
in its sole discretion to extend any exercise period of one (1) year that is
specified in such Stock Option Agreement to apply following Disability,
Retirement, other special circumstances, or the death of the Participant as
described in sections 7(j) and 7(k) herein, by up to an additional two (2)
years (or until the normal expiry date of the Stock Option if earlier).


 


8.             Restricted Shares


 


(a)           Restricted Shares shall be subject to a restriction
period (after which restrictions shall lapse), which period shall be determined
by the Committee at its sole discretion (the “Restriction Period”) provided
that the Restriction Period shall not be less than one year. The Committee may
provide for the lapse of restrictions in installments where deemed appropriate.
The Committee may, at its discretion, provide that the Restricted Shares shall
be subject to Performance Objectives (as such term is defined in Section 9).


 


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(b)           Except when the Committee determines otherwise pursuant
to Section 8(d), if a Participant terminates employment with the Corporation
and all Subsidiaries for any reason before the expiration of the Restriction
Period or the achievement of the specified Performance Objectives, if any, all
Restricted Shares still subject to restriction shall be forfeited by the
Participant and shall be reacquired by the Corporation.


 


(c)           Except as otherwise provided in this Section 8, no
Restricted Shares received by a Participant shall be sold, exchanged, transferred,
pledged, hypothecated or otherwise disposed of during the Restriction Period.


 


(d)           Subject to the minimum Restriction Period of one year,
in cases of death, Disability or Retirement of a Participant or other special
circumstances, the Committee may, in its sole discretion when it finds that a
waiver would be in the best interests of the Corporation, elect to waive any or
all remaining restrictions or extend the Restriction Period applicable to the
Restricted Shares held by that Participant.


 


(e)           The Committee may require, under such terms and
conditions as it deems appropriate or desirable, that the certificates for
Restricted Shares delivered under the Plan may be held in custody by a bank or
other institution, or that the Corporation may itself hold such shares in
custody until the Restriction Period expires or until restrictions thereon
otherwise lapse, and may require, as a condition of any Award of Restricted
Shares that the Participant shall have delivered a stock power endorsed in
blank relating to the Restricted Shares.


 


(f)            Nothing in this Section 8 shall preclude a Participant
from exchanging any Restricted Shares subject to the restrictions contained
herein for other Common Shares that are similarly restricted.


 


(g)           Subject to Section 8(e) and Section 10, each Participant
entitled to receive Restricted Shares under the Plan shall be issued a
certificate for such shares. Such certificate shall be registered in the name
of the Participant, and shall bear an appropriate legend reciting the terms, conditions
and restrictions, if any, applicable to such Award and shall be subject to
appropriate stop-transfer orders.


 


(h)           Except for the restrictions on Restricted Shares under
this Section 8, each Participant who receives Restricted Shares shall have the
rights of a shareholder with respect to such shares, including the right to
vote the shares and receive dividends and other distributions.


 


9.             Performance Units


 


(a)           Subject to the provisions of the Plan, the Committee
shall (i) determine and designate from time to time those Participants or
groups of Participants to whom Awards of Performance Units are to be made; (ii)
determine the Performance Period (the “Performance Period”) and Performance
Objectives (the “Performance Objectives”) applicable to such Awards; (iii)
determine the form of settlement of a Performance Unit pursuant to Section
9(f); and (iv) generally determine the terms and conditions of each such
Award.  The Award Agreement covering such
Performance Units shall specify a value for each Performance Unit or a formula
for determining the value of each Performance Unit at the time of settlement.


 


(b)           The Committee shall determine a Performance Period at
its sole discretion, provided that the Performance Period for any Award that
may involve the issuance of Shares shall not be less than one year.  Performance Periods may overlap and
Participants may participate simultaneously with respect to Performance Units
for which different Performance Periods are prescribed.


 


(c)           The Committee shall determine the Performance Objectives
of Awards of Performance Units. Performance Objectives may vary from
Participant to Participant and between groups of Participants and shall be
based upon such performance criteria or combination of factors as the Committee
may deem appropriate, including, but not limited to, minimum earnings, earnings
per share, earnings growth, earnings per share growth, return on equity or
share price appreciation. If during the course of a Performance Period, there
shall occur significant events that the Committee expects to have a substantial
effect on the applicable Performance Objectives during such period, the
Committee may revise such Performance Objectives.


 


(d)           At the beginning of a Performance Period, the Committee
shall determine for each Participant or group of Participants the number of
Performance Units in respect of which the Participant or member of the group of


 


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Participants shall be entitled to payment if the
applicable Performance Objectives are met in whole or in part during the
Performance Period.


 


(e)           If a Participant terminates service with the Corporation
and all Subsidiaries during a Performance Period because of death, Disability,
Retirement, or under other circumstances where the Committee in its sole
discretion finds that a waiver would be in the best interests of the
Corporation, that Participant may, as determined by the Committee, be entitled
to a payment in respect of an Award of Performance Units at the end of the
Performance Period based upon the extent to which the Performance Objectives
were satisfied during such period, and such other factors as the Committee
deems relevant, and, if the Committee deems appropriate, prorated for the
portion of the Performance Period during which the Participant was employed by
the Corporation or any Subsidiary, provided, however, the Committee may provide
for an earlier payment in settlement of such Performance Units in such amount
and under such terms and conditions as the Committee deems appropriate or
desirable; or alternatively, the Committee may extend the Performance Period
for such Participant.  If a Participant
terminates service with the Corporation and all Subsidiaries during a Performance
Period for any reason, other than death, Disability or Retirement, then such
Participant shall not be entitled to any payment in respect of an Award of
Performance Units for that Performance Period unless the Committee shall
otherwise determine.


 


(f)            Each payment in respect of an Award of a Performance
Unit to which a Participant becomes entitled upon satisfying the applicable
Performance Objectives during the Performance Period shall be settled in whole
Common Shares, or cash, or a combination of Common Shares and cash either as a
lump sum payment or in annual installments, all as the Committee shall
determine, with payment to commence as soon as practicable after satisfaction
of the relevant Performance Objective or at the end of the relevant Performance
Period as set out in the Award Agreement.


 


(g)           Where Common Shares
are issued in settlement of Performance Units, such shares shall be valued at
their Fair Market Value on the date the relevant Performance Objective is
achieved or on the last day of the relevant Performance Period as set out in
the Award Agreement and the value of the Performance Units to which the
Participant is entitled shall be divided by such Fair Market Value of a common
Share in order to determine the number of Common Shares to which the
Participant is entitled in settlement of such Performance Units.


 


(h)           No Participant awarded a Performance Unit shall have any
right as a shareholder with respect to any shares covered by the Award prior to
the date such shares have been recorded on the Corporation’s official shareholder
records as having been issued or transferred to the Participant.


 


10.          Certificates for Common Shares


 


(a)           The Corporation shall not be required to issue or deliver any certificates for Common Shares pursuant to
any Award prior to: (i) the listing of such shares on any stock exchange on
which the Common Shares may then be listed; and (ii) the completion of any registration or qualification of such shares under any
Canadian or United States federal, provincial or state law, or any ruling or
regulation of any government body which the Corporation shall, in its sole
discretion, determine to be necessary or advisable or the Corporation being
satisfied that appropriate exemptions are available.


 


(b)           All certificates for Common Shares delivered under the
Plan shall also be subject to such stop-transfer orders and other restrictions
as the Committee may deem advisable under the rules, regulations, and other
requirements of applicable securities regulatory authorities, any stock
exchange upon which the Common Shares are then listed and any applicable
federal, state or local securities laws, and the Committee may cause a legend
or legends to be placed on any such certificates to make appropriate reference
to such restrictions.


 


11.          Beneficiary Designation


 


(a)           Each Participant may file with the Corporation a written
designation of one or more persons as the Beneficiary or Beneficiaries who
shall be entitled upon the Participant’s death to receive the benefits of any
Award payable or granted to the Participant under the Plan.  Subject to the requirements of law, a
Participant may from time to time revoke or change the Beneficiary designation
without the consent of any prior Beneficiary by filing a new designation with
the Corporation. The last such designation received by the Corporation shall be
controlling;


 


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provided, however, that no designation, or change or
revocation thereof, shall be effective unless received by the Corporation prior
to the Participant’s death, and in no event shall it be effective as of a date
prior to such receipt.


 


(b)           If no such Beneficiary designation is in effect at the
time of a Participant’s death, or if no designated Beneficiary survives the
Participant or if such designation conflicts with applicable law, the
Participant’s estate shall be entitled to receive the benefits of any Award
held by the Participant, as such benefits are determined in accordance with
this Plan, upon the Participant’s death. If the Committee is in doubt as to the
right of any person to receive the benefits of such Award, the Corporation may
retain such benefits, without liability for any interest thereon, until the
Committee determines the rights thereto, or the Corporation may pay such
benefits into any court of appropriate jurisdiction and such payment shall be a
complete discharge of the liability of the Corporation therefor.


 


12.          Transfers and Leaves of Absence


 


Solely
for the purposes of the Plan: (a) a transfer of a Participant’s employment
without an intervening period from the Corporation to a Subsidiary or vice
versa, or from one Subsidiary to another, shall not be deemed a termination of
employment; and (b) a Participant who is granted in writing a leave of absence
in accordance with the applicable policies of the Corporation shall be deemed
to have remained in the employ of the Corporation or a Subsidiary, as the case
may be, during such leave of absence.


 


13.          Stock Adjustments


 


In the event of a share dividend,
share split, issuance of shares or instruments convertible into shares (other
than pursuant to the Plan) for less than market value, share consolidation,
share reclassification, exchange of shares, recapitalization, amalgamation,
merger, consolidation, corporate arrangement, reorganization, liquidation or
the like of or by the Corporation, the Committee may make such adjustment, if
any, of the number of Common Shares, or of the exercise price, or both, as it
shall deem appropriate to give proper effect to such event, including to
prevent, to the extent possible, substantial dilution or enlargement of rights
granted to Participants under the Plan. 
In any such event, the maximum number of shares available under the Plan
may be appropriately adjusted by the Committee subject to obtaining all
necessary regulatory approvals.  If
because of a proposed merger, amalgamation or other corporate arrangement or
reorganization, the exchange or replacement of shares in the Corporation for
those in another company is imminent, the Committee may, in a fair and equitable
manner, determine the manner in which all unexercised Stock Option rights and
other Awards granted under the Plan shall be treated including, for example,
requiring the acceleration of the time for the exercise of such rights by the
Participants and of the time for the fulfilment of any conditions or
restrictions on such exercise or waiving conditions or restrictions on such
Awards in whole or in part.  The
determination by the Committee as to the terms of any of the foregoing
adjustments shall be conclusive and binding.


 


14.          Withholding


 


The
Corporation shall have the right to deduct from any cash payment made under the
Plan any federal, provincial, state or other taxes required by law to be
withheld with respect to such payment. 
It shall be a condition to the obligation of the Corporation to deliver
Common Shares upon the exercise of any Stock Option, upon payment of a
Performance Unit or upon delivery of Restricted Shares that the Participant pay
to the Corporation such amount as may be requested by the Corporation for the
purpose of satisfying any liability for such withholding taxes. Any Award
Agreement may provide that the Participant may elect, in accordance with any
conditions set forth in such Award Agreement, to pay a portion or all of such
withholding taxes in Common Shares in such manner as the Corporation may
specify.


 


15.          Amendment and Termination


 


(a)           Subject to paragraph (b), the Committee may amend,
suspend, or discontinue the Plan at any time, provided that all necessary
regulatory approvals are obtained and no such action shall adversely affect any
Awards already granted to a Participant without the consent of that
Participant, except to the extent, if any, provided in the Plan or in the
Award.  If any law, agreement or exchange
on which Common Shares of the Corporation are traded


 


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requires shareholder approval for an amendment to become
effective, no such amendment shall become effective unless approved by vote of
the Corporation’s shareholders.


 


(b)           Notwithstanding paragraph (a), any amendment to the Plan
involving a fundamental change to the Plan shall become effective only upon
approval by vote at a meeting of shareholders of the Corporation.  For greater certainty, an amendment involving
a fundamental change to the Plan includes an amendment which may lead to
significant dilution in the number of the Corporation’s outstanding Common
Shares or may provide additional benefits to eligible insider participants,
such as (i) any amendment involving an increase in the maximum number of Common
Shares issuable under the Plan; (ii) any amendment involving a change to the
eligible participants which would have the potential of broadening or
increasing insider participation; (iii) any amendment involving the addition of
any form of financial assistance; (iv) any amendment involving the addition of
a cashless exercise feature, payable in cash or securities, which does not
provide for a full deduction of the number of underlying Common Shares; and (v)
any amendment involving a reduction in the pricing of an option, restricted
share or performance unit, other than in connection with a Common Share split,
subdivision or other similar Common Share reorganization.  Amendments to the Plan involving, (x) any amendment
of an administrative or a “housekeeping” nature; (y) any amendment involving a
change in the vesting provisions under the Plan; and (z) an amendment involving
a change to the termination provisions to the Plan which does not entail an
extension beyond the original expiry date, may be made by the Committee in
accordance with paragraph (a).


 


16.          Effective Date


 


This
amendment and restatement of the Plan shall be effective as of March 3, 2005,
subject to its approval by the shareholders of the Corporation. No Restricted
Shares or Common Shares in payment of Performance Units may be issued under the
Plan until such shareholder approval is obtained.  If shareholder approval is not obtained, the Incentive Share Option
Plan, in its form prior to this amendment and restatement, shall continue in
effect. Stock Options granted prior to March 3, 2005 shall continue to be
governed by the terms and conditions in effect immediately prior to this
amendment and restatement of the Plan.


 


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