Exhibit 10.2


 





 


 


 


NOVAGOLD
RESOURCES INC.


 


 


 


 


 


 


 


 


 


 






 


2009
PERFORMANCE SHARE UNIT PLAN



 


 






 


 


Effective May 26, 2009, as amended
May 29, 2012, as further amended on June 5, 2014, as further amended on January 25, 2017, as further amended on January 23, 2019.


 







 


 


 


 






     


     


    




 





NOVAGOLD RESOURCES INC.





2009 PERFORMANCE SHARE UNIT PLAN


 


 


 







	1.		PURPOSE






 


	1.1		This Plan has been established
                                         by the Corporation to assist the Corporation in the recruitment and retention of highly
                                         qualified employees and consultants by providing a means to reward superior performance,
                                         to motivate Participants under the Plan to achieve important corporate and personal objectives
                                         and, through the issuance of Shares in the Corporation to Participants under the Plan,
                                         to better align the interests of Participants with the long-term interests of Shareholders.






 


	2.		PLAN DEFINITIONS AND INTERPRETATIONS






 


In this Plan, the following
terms have the following meanings:


 


		(a)	“Account”
                                         means the bookkeeping account established and maintained by the Corporation for each
                                         Participant in which the number of Share Units of the Participant are recorded;









 


		(b)	“Applicable Law” means any applicable provision of law, domestic or foreign, including, without limitation,
applicable securities legislation, together with all regulations, rules, policy statements, rulings, notices, orders or other instruments
promulgated thereunder and Stock Exchange Rules;



 


		(c)	“Beneficiary” means any person designated by the Participant as his or her beneficiary under the Plan
in accordance with Section 13.1 or, failing any such effective designation, the Participant’s estate;



 





		(d)	“Board” means the Board of Directors of the Corporation;



 


		(e)	“Cause”
                                         has the meaning ascribed to the phrase “cause” or “just cause for termination”
                                         under the laws of British Columbia;



 



		(f)	“Change of Control” means:









 


		(i)	the acquisition whether directly or indirectly, by a person or company, or any persons or companies
acting jointly or in concert (as determined in accordance with the Securities Act (British Columbia) and the rules and regulations
thereunder) of voting securities of the Corporation which, together with any other voting securities of the Corporation held by
such person or company or persons or companies, constitute, in the aggregate, more than 50% of all outstanding voting securities
of the Corporation;



 


		(ii)	an amalgamation, arrangement or other form of business combination of the Corporation with another
company which results in the holders of voting securities of that other company holding, in the aggregate, 50% or more of all outstanding
voting securities of the Corporation (including a merged or successor company) resulting from the business combination; or



 


		(iii)	the sale, lease or exchange of all or substantially all of the property of the Corporation to another
person, other than a subsidiary of the Corporation or other than in the ordinary course of business of the Corporation;



 


		(g)	“Committee” means the Compensation Committee of the Board or any other committee or person designated
by the Board to administer the Plan;






 



     


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		(h)	“Corporation” means NovaGold Resources Inc. and its respective successors and assigns, and any reference
in the Plan to action by the Corporation means action by or under the authority of the Board or any person or committee that has
been designated for the purpose by the Board including, without limitation, the Committee;






 


		(i)	“Designated
                                         Subsidiary” means an entity (including, for greater certainty, a partnership)
                                         which is controlled by the Corporation and which has been designated by the Corporation
                                         for purposes of the Plan from time to time, and for the purposes of this definition,
                                         a person (first person) is considered to control another person (second person) if the
                                         first person, directly or indirectly, has the power to direct the management and policies
                                         of the second person by virtue of:






 


		(i)	ownership of or direction over voting securities in the second person,



 


		(ii)	a written agreement or indenture,



 


		(iii)	being the general partner or controlling the general partner of the second person, or



 


		(iv)	being a trustee of the second person;



 


		(j)	“Director” means a director of the Corporation;






 


		(k)	“Eligible
                                         Consultant” means an individual, other than an Employee that (i) is engaged
                                         to provide on a bona fide basis consulting, technical, management or other services
                                         to the Corporation or any Designated Subsidiary under a written contract between the
                                         Corporation or the Designated Subsidiary and the individual or a company of which the
                                         individual consultant is an employee (other than services related to a distribution or
                                         services that directly or indirectly promote or maintain a market for the Corporation’s
                                         securities) and (ii) in the reasonable opinion of the Corporation, spends or will spend
                                         a significant amount of time and attention on the affairs and business of the Corporation
                                         or a Designated Subsidiary;






 


		(l)	“Employee” means an employee of the Corporation or any of its Designated Subsidiaries or any combination
or partnership of such corporations;






 


		(m)	“Employer”
                                         means the Corporation, the Designated Subsidiary or the combination or partnership of
                                         such corporations that employs the Participant or that employed the Participant immediately
                                         prior to the Participant’s Termination Date;






 


		(n)	“Expiry
                                         Date” means, with respect to Share Units granted to a Participant, the date
                                         determined by the Corporation for such purpose for such grant, which date shall be no
                                         later than the date which is two years after the Participant’s Termination Date
                                         and shall, in all cases, be in compliance with the requirements pertaining to the exception
                                         to the application of the salary deferral arrangement rules of Section 248(1)(k) of the
                                         Income Tax Act (Canada), as such section may be amended or re-enacted from time
                                         to time;






 


		(o)	“Fiscal
                                         Year” means a fiscal year of the Corporation;






 


		(p)	“Good
                                         Reason” means the occurrence of any one or more of the following without a
                                         Participant’s written consent:






 


		(i)	a material change in the Participant’s position or duties, responsibilities, title or office
in effect immediately prior to a Change of Control, which includes any removal of the Participant from or any failure to re-elect
or re-appoint the Participant to any such position or office;



 


		(ii)	a reduction in the Participant’s overall annual compensation for services provided to the
Corporation in the cumulative amount of 5% or more within a 12 month period;



 


		(iii)	any change to the terms or conditions of the employment of the Participant that would constitute
“constructive dismissal” as that term is defined at common law which the Company fails to remedy within thirty (30)
days of receiving written notice from the Participant of any such change; or



 



     


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		(iv)	the Corporation relocating the Participant to any place other than the location at which the Participant
reported for work on a regular basis immediately prior to a Change of Control or a place within 25 miles of that location;



 


		(q)	“Grant Agreement” means an agreement between the Corporation and a Participant under which Share Units
are granted, together with such amendments, deletions or changes thereto as are permitted under the Plan;






 


		(r)	“Grant
Date” of a Share Unit means the date a Share Unit is granted to a Participant under the Plan;






 


		(s)	“Insider”
                                         has the meaning provided for purposes of the TSX relating to Security Based Compensation
                                         Arrangements;






 


		(t)	“Joint Actor” means a person acting “jointly or in concert with” another person within the
meaning of Section 96 of the Securities Act (British Columbia) or as such section may be amended or re-enacted from time
to time;






 


		(u)	“Market Value” with respect to a Share as at any date means the arithmetic average of the closing price
of the Shares traded on the TSX for the five (5) trading days on which a board lot was traded immediately preceding such date (or,
if the Shares are not then listed and posted for trading on the TSX, on such stock exchange on which the Shares are then listed
and posted for trading as may be selected for such purpose by the Corporation). In the event that the Shares are not listed and
posted for trading on any stock exchange, the Market Value shall be the Market Value of the Shares as determined by the Board in
its discretion, acting reasonably and in good faith;






 


		(v)	“Participant” means a bona fide full-time or part-time Employee or an Eligible Consultant who, in any
such case, has been designated by the Corporation for participation in the Plan;



 


		(w)	“Payout
                                         Date” means a date selected by the Corporation, in accordance with and as contemplated
                                         by Section 3.2 and Section 6.1;









 


		(x)	“Performance
                                         Goal” means one or more of the following performance goals, either individually,
                                         alternatively or in any combination, applied on a corporate, subsidiary, division, business
                                         unit or line of business basis:






 


Financial Performance
Goals:


 


		•	economic value added (EVA);



		•	sales or revenue;



		•	costs or expenses;



		•	performance relative to budget;



		•	net profit after tax;



		•	gross profit;



		•	income (including without limitation operating income, pre-tax income and income attributable to
the Company);



		•	cash flow (including without limitation free cash flow and cash flow from operating, investing
or financing activities or any combination thereof);



		•	earnings (including without limitation earnings before or after taxes, earnings before interest
and taxes (EBIT), earnings before interest, taxes, depreciation and amortization (EBITDA) and earnings (whether before or after
taxes), EBIT or EBITDA as a percentage of net sales;



		•	net working capital;



		•	margins (including one or more of gross, operating and net income margin);



 



     


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Shareholder
Performance Goals:


 


		•	earnings per share (EPS) (basic or diluted);



		•	earnings per share from continuing operations;



		•	returns (including one or more of return on actual or pro forma assets, net assets, equity, investment,
revenue, sales, capital and net capital employed, total shareholder return (TSR) and total business return (TBR));



		•	ratios (including one or more of price to earnings, debt to assets, debt to net assets and ratios
regarding liquidity, solvency, fiscal capacity, productivity or risk);



		•	stock price;



		•	value creation;



		•	market capitalization;



 


Corporate Performance
Goals:


 


		•	safety performance;



		•	environmental performance;



		•	development and implementation of exploration programs;



		•	advancement of governmental permitting and approval processes;



		•	development and implementation of corporate social responsibility/sustainable development initiatives;



		•	engagement with key stakeholders;



		•	evaluation of corporate development opportunities;



		•	corporate compliance and reporting;



		•	implementation or completion of key corporate initiatives or projects;



		•	strategic plan development and implementation;



		•	workforce satisfaction;



		•	employee retention;



		•	productivity metrics;



		•	career development;



 


Each such Performance Goal may
be based (i) solely by reference to absolute results of individual performance or organizational performance at various levels
(e.g., the Company’s performance or the performance of a subsidiary, division, business segment or business unit of the Company)
or (ii) upon organizational performance relative to the comparable performance of other companies selected by the Committee. To
the extent consistent with Section 162(m), the Committee may, when it establishes performance criteria, also provide for the exclusion
of charges related to an event or occurrence which the Committee determines should appropriately be excluded, including (X) asset-write
downs, litigation or claim judgments or settlements, reorganizations, the impact of acquisitions and divestitures, restructurings,
discontinued operations, extraordinary items, and other unusual or non-recurring charges, (Y) foreign exchange gains and losses
or an event either not directly related to the operations of the Company or not within the reasonable control of the Company’s
management, or (Z) the cumulative effects of tax or accounting changes in accordance with U.S. generally accepted accounting principles
(or other accounting principles which may then be in effect). To the extent that Section 162(m) of the Code or applicable tax and/or
securities laws change to permit Committee discretion to alter the governing performance measures without disclosing to Shareholders
and obtaining Shareholder approval of such changes and without thereby exposing the Company to potentially adverse tax or other
legal consequences, the Committee shall have the sole discretion to make such changes without obtaining Shareholder approval;


 


		(y)	“Plan”
                                         means this 2009 Performance Share Unit Plan;






 


		(z)	“Reorganization” means any (i) capital reorganization, (ii) merger, (iii) amalgamation, or (iv) arrangement
or other scheme of reorganization;






 



     


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		(aa)	“Section 162(m)” means Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended, and
the Treasury Regulations promulgated thereunder as in effect from time to time;






 


		(bb)	“Section 409A” means Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and the
Treasury Regulations promulgated thereunder as in effect from time to time;






 


		(cc)	“Security Based Compensation Arrangement” has the meaning defined in the provisions of the TSX Company
Manual relating to security based compensation arrangements;






 


		(dd)	“Shareholders”
                                         means the holders of Shares;






 


		(ee)	“Shares” mean Common Shares of the Corporation and includes any securities of the Corporation into which
such Common Shares may be converted, reclassified, redesignated, subdivided, consolidated, exchanged or otherwise changed, pursuant
to a Reorganization or otherwise;






 


		(ff)	“Share Unit” means a unit credited by means of an entry on the books of the Corporation to a Participant
pursuant to the Plan, representing the right to receive, subject to and in accordance with the Plan, for each Vested Share Unit
one Share, at the time, in the manner, and subject to the terms, set forth in the Plan and the applicable Grant Agreement;






 


		(gg)	“Stock Exchange Rules” means the applicable rules of any stock exchange upon which Shares are listed;






 


		(hh)	“Termination Date” means the date on which a Participant ceases, for any reason including resignation,
termination, death or disability, to be an active Employee or an Eligible Consultant, as the case may be, and, in the case of a
Participant who is an Employee, where the employment is terminated by the Employer, whether wrongful or for cause or otherwise,
such date shall be the date notice of termination is provided and, in the case of a Participant who is an Eligible Consultant,
the date the written contract between the Eligible Consultant and the Corporation or any Designated Subsidiary is terminated or
expires and the Eligible Consultant no longer provides services thereunder;






 


		(ii)	“TSX” means the Toronto Stock Exchange; and






 


		(jj)	“Vested Share Units” shall mean Shares in respect of which all vesting terms and conditions set forth
in the Plan and the applicable Grant Agreement have been either satisfied or waived in accordance with the Plan.






 


	2.2		In
this Plan, unless the context requires otherwise, words importing the singular number may be construed to extend to and include
the plural number, and words importing the plural number may be construed to extend to and include the singular number.






 


	3.		GRANT OF SHARE UNITS AND TERMS






 


	3.1		The Corporation may grant Share Units to such Participant or Participants in such number and at such times as the Corporation
may, in its sole discretion, determine, as a bonus or similar payment in respect of services rendered by the Participant for a
Fiscal Year or otherwise as compensation, including as an incentive for future performance by the Participant.






 


	3.2		In granting any Share Units pursuant to Section 3.1, the Corporation shall designate:






 





		(a)	the number of Share Units which are being granted to the Participant;



 


		(b)	any time or performance based or other conditions as to vesting of the Share Units to become Vested
Share Units; and



 



     


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		(c)	the Payout Date, which shall in no event be later than the Expiry Date and, unless otherwise determined
on the Grant Date, shall be the third anniversary of the Grant Date; and



 


		(d)	the Expiry Date;



 


			which shall be set out
in the Grant Agreement.









 


	3.3		Subject to the terms of the Plan, the Corporation may determine any other terms or conditions with respect to the vesting
of Share Units granted pursuant to Section 3.1, in whole or in part, to become Vested Share Units or the provision of Shares under
the Plan, including without limitation, provisions which make the vesting of Share Units conditional upon (i) the achievement of
corporate or personal objectives, including the attainment of milestones relating to financial, operational, strategic or other
objectives of the Corporation, (ii) the market price of Shares from time to time and/or the return to Shareholders, and/or (iii)
any other performance criteria relating to the Participant, the Corporation, a subsidiary, or business unit. Any such conditions
shall be set out in the Grant Agreement.






 


			The conditions may relate to all or any
portion of the Share Units in a grant and may be graduated such that different percentages of the Share Units in a grant will become
Vested Share Units depending on the extent of satisfaction of one or more such conditions. The Corporation may, in its discretion
and having regard to the best interests of the Corporation, subsequent to the Grant Date of a Share Unit, waive any such terms
or conditions or determine that they have been satisfied.



  


	3.4		Share Units that are intended to be “qualified performance-based compensation” within the meaning of Section
162(m) shall be conditioned solely on the achievement of one or more objective Performance Goals established within the time prescribed
by Section 162(m), and shall otherwise comply with the requirements of Section 162(m), as described below:








 


		(a)	for each Share Unit, a committee consisting of two or more “outside directors” as defined
under Section 162(m) (the “Committee”) shall, not later than 90 days after the beginning of each performance
period, (i) designate all Participants for such performance period and (ii) establish the objective performance factors for each
Participant for that performance period on the basis of one or more of the Performance Goals, the outcome of which is substantially
uncertain at the time the Committee actually establishes the Performance Goal. The Committee shall have sole discretion to determine
the applicable performance period, provided that in the case of a performance period less than 12 months, in no event shall a performance
goal be considered to be pre-established if it is established after 25 percent of the performance period (as scheduled in good
faith at the time the Performance Goal is established) has elapsed. To the extent required under Section 162(m), the terms of the
objective performance factors must preclude discretion to increase an amount paid in connection with an Award, but may permit discretion
to reduce such amount; and



 


		(b)	following the close of each performance period and prior to payment of any amount to a Participant
with respect to a Share Unit, the Committee shall certify in writing as to the attainment of all factors (including the performance
factors for a Participant) upon which any payments to a Participant for that performance period are to be based.



 


			


No Share Units that are
intended to be “qualified performance-based compensation” shall be granted under the Plan after the first stockholder
meeting to occur in the fifth year following the year in which Shareholders approved the Performance Goals unless and until the
Performance Goals or the Plan is re-approved by the Shareholders.







 
 	4.		GRANT
AGREEMENT








 


	4.1		Each
                                         grant of a Share Unit will be set forth in a Grant Agreement containing terms and conditions
                                         required under the Plan and such other terms and conditions not inconsistent herewith
                                         as the Corporation may, in its sole discretion, deem appropriate.





 



     


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	5.		SHARE
                                         UNIT GRANTS AND ACCOUNTS








 


	5.1		An Account shall be maintained by the Corporation for each Participant. On the Grant Date, the Account will be credited
with the Share Units granted to a Participant on that date.








 


	6.		
PAYOUTS








 


	6.1		On
                                         each Payout Date and subject to Section 6.5, the Participant shall be entitled to receive,
                                         and the Corporation shall issue or provide, Shares equal in number to the Vested Share
                                         Units in the Participant’s Account to which the Payout Date relates.








 


	6.2		The number of Shares to be issued or provided shall be equal to the whole number of Vested Share Units. Where the number
of Share Units would result in the issue of a fractional Share Unit in the form of a fractional Share, the number of Share Units
to be issued in the form of Shares shall be rounded down to the next whole number of Share Units. No fractional Shares shall be
issued and such fractional Share entitlement shall be satisfied by a cash payment to the Participant in an amount equal to such
fractional Share entitlement multiplied by the Market Value on the Payout Date.








 


	6.3		Shares issued by the Corporation from treasury under this Plan shall be considered fully paid in consideration of past service
that is no less in value than the fair equivalent of the money the Corporation would have received if the Shares had been issued
for money.








 


	6.4		Subject to and in accordance with any Applicable Law, the Corporation may, but is not obligated to, acquire issued and outstanding
Shares in the market for the purposes of providing Shares to Participants under the Plan. The Shares acquired for this purpose
shall not be included for the purpose of determining the maximum number of Shares to be issued under the Plan in accordance with
Section 10.1.








 


	6.5		
If so determined by the Corporation, in lieu of the issue or provision of Shares, the Corporation may satisfy the issuance
or provision of Shares under the Plan, in whole or in part, by the payment of a cash amount to a Participant on the Payout Date.
The amount of such payment shall be equal to the number of Shares in respect of which the Corporation makes such a determination,
multiplied by the Market Value on the Payout Date, subject to any applicable withholding tax. An entitlement so paid in cash shall
not be included for the purpose of determining the maximum number of Shares to be issued under the Plan in accordance with Section
10.1.








 


	7.		TERMINATION
                                         OF EMPLOYMENT AND FORFEITURES





 


	7.1		Unless
                                         otherwise determined by the Corporation pursuant to Section 7.2 and subject to Section
                                         7.3, on a Participant’s Termination Date, any Share Units in a Participant’s
                                         Account which are not Vested Share Units shall terminate and be forfeited.













 


	7.2		Notwithstanding Section 7.1, where a Participant ceases to be an Employee as a result of the termination of his or her employment
without cause, then in respect of each grant of Share Units made to such Participant, at the Corporation’s discretion, all
or a portion of such Participant’s Share Units may be permitted to continue to vest, in accordance with their terms, during
any statutory or common law severance period or any period of reasonable notice required by law or as otherwise may be determined
by the Corporation in its sole discretion.








 


	7.3		Subject to Section 15 hereof, notwithstanding the conditions as to vesting of Share Units contained in any individual Grant
Agreement, if at any time within 12 months from the date of a Change of Control: (i) a Participant’s relationship with the
Corporation is terminated by the Corporation other than for Cause or (ii) a Participant resigns for Good Reason, all outstanding
Share Units held by such Participant shall become Vested Share Units and the Payout Date in connection with such Participant’s
Vested Share Units shall be accelerated to the date of such Participant’s termination or resignation for Good Reason and
the Corporation shall issue Shares to such Participants with respect to such Vested Share Units in accordance with Sections 6 and
8; provided that in the event that any Share Units are subject to performance-based vesting conditions, then the vesting of such
Share Units shall accelerate only to the extent that such performance-based vesting conditions have been satisfied and further
provided that if a performance-based vesting condition is, in the Board’s discretion, capable of being partially performed,
then vesting shall be accelerated on a pro rata basis to reflect the degree to which the vesting condition has been satisfied,
as determined by the Board.





 



     


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	7.4		In the event a Participant’s Termination Date is prior to the Payout Date with respect to any Vested Share Units in
such Participant’s Account, the Payout Date with respect to such Vested Share Units shall, notwithstanding any provision
in the Grant Agreement, be accelerated to the Participant’s Termination Date and the Corporation shall, as soon as practicable
following such Termination Date, issue or provide Shares or make payment to such Participant with respect to such Vested Share
Units in accordance with Section 6.








 


	8.		FORFEITED
                                         UNITS








 


	8.1		Notwithstanding any other provision of the Plan or a Grant Agreement, Share Units granted hereunder shall terminate on,
if not redeemed or previously terminated and forfeited in accordance with the Plan, and be of no further force and effect after,
the Expiry Date.








 


	9		ALTERATION
                                         OF NUMBER OF SHARES SUBJECT TO THE PLAN





 





	9.1		In the event that the Shares shall be subdivided or consolidated into a different number of Shares or a distribution shall
be declared upon the Shares payable in Shares, the number of Share Units then recorded in the Participant’s Account shall
be adjusted by replacing such number by a number equal to the number of Shares which would be held by the Participant immediately
after the distribution, subdivision or consolidation, should the Participant have held a number of Shares equal to the number of
Share Units recorded in the Participant’s Account on the record date fixed for such distribution, subdivision or consolidation.








 


	9.2		In the event there shall be any change, other than as specified in Section 9.1, in the number or kind of outstanding Shares
or of any shares or other securities into which such Shares shall have been changed or for which they shall have been exchanged,
pursuant to a Reorganization or otherwise, then there shall be substituted for each Share referred to in the Plan or for each share
into which such Share shall have been so changed or exchanged, the kind of securities into which each outstanding Share shall be
so changed or exchanged and an equitable adjustment shall be made, if required, in the number of Share Units then recorded in the
Participant’s Account, such adjustment, if any, to be reasonably determined by the Committee and to be effective and binding
for all purposes.





 


	9.3		With
respect to grants made prior to January 23, 2019 and subject to Section 15 hereof, notwithstanding the conditions as to vesting
of Share Units contained in any individual Grant Agreement, all outstanding Share Units shall become Vested Share Units on any
Change of Control and the Payout Date in connection with such Vested Share Units shall, notwithstanding any provisions in the
Grant Agreement, be accelerated to the date of such Change of Control and the Corporation shall, as soon as practicable following
such Change of Control, issue or provide Shares or make payments to such Participants with respect to such Vested Share Units
in accordance with Section 6. For greater certainty, this Section 9.3 shall not apply to grants made on or after January 23, 2019.








 


	9.4		In the case of any such substitution, change or adjustment as provided for in this Section 9, the variation shall generally
require that the aggregate Market Value of the Share Units then recorded in the Participant’s Account prior to such substitution,
change or adjustment will be proportionately and appropriately varied so that it be equal to such aggregate Market Value after
the variation.





 


	10.		RESTRICTIONS
ON ISSUANCE





 


	10.1		Share Units may be granted by the Corporation in accordance with this Plan provided the aggregate number of Share Units
outstanding pursuant to the Plan from time to time shall not exceed 3% of the number of issued and outstanding Shares from time
to time.











 


	10.2		The maximum number of Shares issuable to Insiders pursuant to the Plan, together with any Shares issuable pursuant to any
other Security Based Compensation Arrangement, at any time, shall not exceed 10% of the total number of outstanding Shares. The
maximum number of Shares issued to Insiders pursuant to the Plan, together with any Shares issued pursuant to any other Security
Based Compensation Arrangement, within any one year period, shall not exceed 10% of the total number of outstanding Shares. No
one person may be granted any Share Units (whether ultimately settled for Shares or cash) for more than 9,500,000 Shares (subject
to adjustment as provided for in Part 9), in the aggregate in any calendar year.








 



     


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	11.		AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN








 


	11.1		The Corporation may, without notice, at any time and from time to time, and without shareholder approval, amend the Plan
or any provisions thereof in such manner as the Corporation, in its sole discretion, determines appropriate:








 


		(a)	for the purposes of making formal minor or technical modifications to any of the provisions of the Plan,








 


		(b)	to
correct any ambiguity, defective provision, error or omission in the provisions of the Plan,





 





		(c)	to change the vesting provisions of Share Units to reflect revised performance metrics or to accelerate vesting in the event
that performance criteria is achieved earlier than expected;








 


		(d)	to change the termination provisions of Share Units or the Plan which does not entail an extension beyond the original Expiry
Date of the Share Units; or








 


		(e)	the amendments contemplated by Section 15.1(f);








 


provided, however, that:


 


		(f)	
no such amendment of the Plan may be made without the consent of each affected Participant in the Plan if such amendment
would adversely affect the rights of such affected Participant(s) under the Plan; and








 


		(g)	shareholder
approval shall be obtained in accordance with the requirements of the TSX for any amendment that results in:








 


 


	 	 	(i)	an increase in the maximum number of Shares issuable pursuant to the Plan (other than pursuant to Section 9);






 


	 	 	(ii)	an extension of the Expiry Date for Share Units granted under the Plan;







 


	 	 	(iii)	other types of compensation through Share issuance;



 


	 	 	(iv)	an expansion of the rights of a Participant to assign Share Units other than as set forth in Section
14.2; or



 





	 	 	(v)	the addition of additional categories of participants (other than as contemplated by Section 9);



 


	 	 	(vi)	changes in eligible participants that may permit the introduction or reintroduction of non-employee directors on a discretionary
basis; or



 


	 	 	(vii)	any amendments to this Section 11.1 that will increase the Corporation’s ability to amend the
Plan without shareholder approval.






 


	11.2		If the Corporation terminates the Plan, Share Units previously credited shall, at the discretion of the Corporation, either
(a) be settled immediately in accordance with the terms of the Plan in effect at such time, or (b) remain outstanding and in effect
and settled in due course in accordance with the applicable terms and conditions, in either case without shareholder approval.








 



     


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	12.		ADMINISTRATION








 


	12.1		Unless otherwise determined by the Board, the Plan shall be administered by the Committee subject to Applicable Laws. The
Committee shall have full and complete authority to interpret the Plan, to prescribe such rules and regulations and to make such
other determinations as it deems necessary or desirable for the administration of the Plan. All actions taken and decisions made
by the Committee shall be final, conclusive and binding on all parties concerned, including, but not limited to, the Participants
and their beneficiaries and legal representatives, each Designated Subsidiary and the Corporation. All expenses of administration
of the Plan shall be borne by the Corporation.








 


	12.2		The Corporation shall keep or cause to be kept such records and accounts as may be necessary or appropriate in connection
with the administration of the Plan and the discharge of its duties. At such times as the Corporation shall determine, the Corporation
shall furnish the Participant with a statement setting forth the details of his or her Share Units including the Grant Date and
the Vested Share Units and unvested Share Units held by each Participant. Such statement shall be deemed to have been accepted
by the Participant as correct unless written notice to the contrary is given to the Corporation within 30 days after such statement
is given to the Participant.





 





	12.3		The Corporation may, at its discretion, appoint one or more persons or companies to provide services in connection with
the Plan including without limitation, administrative and record-keeping services.








 


	13.		BENEFICIARIES AND CLAIMS FOR BENEFITS








 


	13.1		Subject to the requirements of Applicable Law, a Participant may designate in writing a Beneficiary to receive any benefits
that are payable under the Plan upon the death of such Participant. The Participant may, subject to Applicable Law, change such
designation from time to time. Such designation or change shall be in such form and executed and filed in such manner as the Corporation
may from time to time determine.








 


	14.		GENERAL








 


	14.1		The transfer of an employee from the Corporation to a Designated Subsidiary, from a Designated Subsidiary to the Corporation
or from a Designated Subsidiary to another Designated Subsidiary, shall not be considered a termination of employment for the purposes
of the Plan, nor shall it be considered a termination of employment if a Participant is placed on such other leave of absence which
is considered by the Corporation as continuing intact the employment relationship.








 





	14.2		The
Plan shall enure to the benefit of and be binding upon the Corporation, its successors and assigns. The interest of any Participant
under the Plan or in any Share Unit shall not be transferable or assignable other than by operation of law, except, if and on
such terms as the Corporation may permit, to a spouse or minor children or grandchildren or a personal holding company or family
trust controlled by a Participant, the shareholders or beneficiaries of which, as the case may be, are any combination of the
Participant, the Participant’s spouse, the Participant’s minor children or the Participant’s minor grandchildren,
and after his or her lifetime shall enure to the benefit of and be binding upon the Participant’s Beneficiary.








 


	14.3		The Corporation’s grant of any Share Units or issuance of any Shares hereunder is subject to compliance with Applicable
Law applicable thereto. As a condition of participating in the Plan, each Participant agrees to comply with all Applicable Law
and agrees to furnish to the Corporation all information and undertakings as may be required to permit compliance with Applicable
Law.





 





	14.4		The Corporation or a Designated Subsidiary may withhold from any amount payable to a Participant, either under this Plan,
or otherwise, such amount as may be necessary so as to ensure that the Corporation or the Designated Subsidiary will be able to
comply with the applicable provisions of any federal, provincial, state or local law relating to the withholding of tax or other
required deductions, including on the amount, if any, includable in the income of a Participant. The Corporation shall also have
the right in its discretion to satisfy any such withholding tax liability by retaining, acquiring or selling on behalf of a Participant
any Shares which would otherwise be issued or provided to a Participant hereunder.








 



     


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	14.5		A Participant shall not have the right or be entitled to exercise any voting rights, receive any distribution or have or
be entitled to any other rights as a Shareholder in respect of any Share Units.








 


	14.6		Neither designation of an employee as a Participant nor the grant of any Share Units to any Participant entitles any Participant
to the grant, or any additional grant, as the case may be, of any Share Units under the Plan. Neither the Plan nor any action taken
thereunder shall interfere with the right of an Employer of a Participant to terminate a Participant’s employment at any
time. Neither any period of notice, if any, nor any payment in lieu thereof, upon termination of employment, wrongful or otherwise,
shall be considered as extending the period of employment for the purposes of the Plan.





 


	14.7		Participation in the Plan shall be entirely voluntary and any decision not to participate shall not affect any employee’s
employment with the Corporation or a Designated Subsidiary.





 





	14.8		The
Plan shall be an unfunded obligation of the Corporation. Neither the establishment of the Plan nor the grant of any Share Units
or the setting aside of assets by the Corporation (if, in its sole discretion, it chooses to do so) shall be deemed to create
a trust. The right of the Participant or Beneficiary to receive payment pursuant to the Plan shall be no greater than the right
of other unsecured creditors of the Corporation.





 


	14.9		This Plan is established under the laws of the Province of British Columbia and the rights of all parties and the construction
of each and every provision of the Plan and any Share Units granted hereunder shall be construed according to the laws of the Province
of British Columbia.





 





	15.		SECTION 409A





 





	15.1		It is intended that the provisions of this Plan comply with Section 409A, and all provisions of this Plan shall be construed
and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Notwithstanding
anything in the Plan to the contrary, the Corporation may provide in the applicable Grant Agreement with respect to Share Units
granted to Participants whose benefits under the Plan are or may become subject to Section 409A, such terms and conditions as may
be required for compliance with Section 409A. In addition, the following will apply to the extent that a Participant’s Share
Units are subject to Section 409A.








 


		(a)	Except as permitted under Section 409A, any Share Units, or payment with respect to Share Units,
may not be reduced by, or offset against, any amount owing by the Participant to the Corporation or any Designated Subsidiary.



 


		(b)	If a Participant otherwise would become entitled to receive payment in respect of any Share Units
as a result of his or her ceasing to be an Employee or Eligible Consultant upon a Termination Date, any payment made on account
of such person ceasing to be an Employee or Eligible Consultant shall be made at that time only if the Participant has experienced
a “separation from service” (within the meaning of Section 409A).



 


		(c)	If a Participant is a “specified employee” (within the meaning of Section 409A) at
the time he or she otherwise would be entitled to payment as a result of his or her separation from service, any payment that otherwise
would be payable during the six-month period following such separation from service will be delayed and shall be paid on the first
day of the seventh month following the date of such separation from service or, if earlier, the Participant’s date of death.



 


		(d)	A Participant’s status as a specified employee shall be determined by the Corporation as
required by Section 409A on a basis consistent with the regulations under Section 409A and such basis for determination will be
consistently applied to all plans, programs, contracts, agreements, etc. maintained by the Corporation that are subject to Section
409A.



 



     


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		(e)	Each Participant, any beneficiary or the Participant’s estate, as the case may be, is solely
responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of such Participant
in connection with this Plan (including any taxes and penalties under Section 409A), and neither the Corporation nor any Designated
Subsidiary or affiliate shall have any obligation to indemnify or otherwise hold such Participant or beneficiary or the Participant’s
estate harmless from any or all of such taxes or penalties.



 


		(f)	If and to the extent that Share Units would otherwise become payable upon a Change of Control as
defined in the Plan, such payment will occur at that time only if such change of control also constitutes 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”
as defined under Section 409A and applicable regulations (a “409A Change in Control”). If a Change of Control
as defined in the Plan is not also a 409A Change in Control, unless otherwise permitted under Section 409A the time for the payment
of Share Units will not be accelerated and will be payable pursuant to the terms of the Plan and applicable Grant Agreement as
if such Change of Control had not occurred.



 


		(g)	In the event that the Committee determines that any amounts payable under the Plan will be taxable
to a Participant under Section 409A prior to payment to such Participant of such amount, the Corporation may (i) adopt such amendments
to the Plan and Share Units and appropriate policies and procedures, including amendments and policies with retroactive effect,
that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan
and Grant Agreement and/or (ii) take such other actions as the Corporation determines necessary or appropriate to avoid or limit
the imposition of an additional tax under Section 409A.



 


EFFECTIVE DATE: May
26, 2009, as amended MAY 29, 2012, as further amended June 5, 2014, as further amended on January 25, 2017, as further amended
on January 23, 2019.