Exhibit 4.1


 


RITCHIE BROS. AUCTIONEERS INCORPORATED


 


AMENDED AND RESTATED


SENIOR EXECUTIVE RESTRICTED SHARE
UNIT PLAN


 


(November 2017)


 


ARTICLE 1

PURPOSE


 


		1.1	Purpose



 


The purposes of this Amended and Restated
Senior Executive Restricted Share Unit Plan (the “Plan”) are to: (i) enhance the Corporation’s ability
to provide longer term incentive compensation to Participants which is linked to performance of the Corporation, (ii) assist
the Corporation in attracting, retaining and motivating the Participants; (iii) provide incentives and motivation for Participants
through equity-based incentives that link compensation with the value of the Corporation’s Common Shares; and (iv) promote
a closer alignment of interests between Participants and the shareholders of the Corporation by associating a portion of Participants’
compensation with the Corporation’s Common Share price, that promotes and recognizes the success and growth of the Corporation
and assists in creating value for shareholders of the Corporation.


 


ARTICLE 2

INTERPRETATION


 


		2.1	Definitions



 


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


 


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


 


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


 


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


 


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


 




     


     


    

 



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


 


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


 


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


 


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


 


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


 


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



 


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



 


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



 


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


 




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


 


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


 


“Corporation” means
Ritchie Bros. Auctioneers Incorporated.


 


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


 


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


 


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


 


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


 


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


 


“Employee Performance Share Unit
Plan” means the Employee Performance Share Unit Plan adopted and approved by the Board on March 9, 2015 pursuant to which
performance share units of the Corporation may be granted or awarded to certain Employees, as the same may from time to time be
amended.


 


“Employee Restricted Share Unit
Plan” means the Amended and Restated Employee Restricted Share Unit Plan adopted and approved by the Board on November
8, 2017 pursuant to which restricted share units of the Corporation may be granted or awarded to Employees other than Participants
under this Plan, as the same may from time to time be amended.


 


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


 




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


 


“Good Reason” means
a material adverse change by the Corporation or an Affiliate to a Participant’s position, authority, duties, responsibilities
or compensation, excluding an isolated or inadvertent action not taken in bad faith and which is remedied by the Corporation or
Affiliate promptly after receipt of written notice given by the Participant.


 


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


 


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


 


“Insider” means an “insider”
of the Corporation within the meaning of that term as found in the Securities Act (Ontario) who is a “reporting insider”
(as defined in National Instrument 55-104 – Insider Reporting Requirements and Exemptions), and includes “associates”
(which has the meaning as found in the Securities Act (Ontario)) and “affiliates” (which has the same meaning
as “affiliated companies” as found in the Securities Act (Ontario) and also includes those issuers that are
similarly related, whether or not any of the issuers are corporations, companies, partnerships, limited partnerships, trusts, income
trusts or investment trusts or any other organized entity issuing securities) of the insider and “issued to Insiders”
includes direct or indirect issuances.


 


“IronPlanet Stock Option Plans”
means, collectively, the IronPlanet, Inc. 1999 Stock Plan and the IronPlanet Holdings, Inc. 2015 Stock Plan, as each may from time
to time be amended.


 


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


 


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


 




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


 


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


 


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


 


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


 


“SEC Officer” means
any person that is (i) an “officer” of the Corporation within the meaning of Rule 16a-1(f) under the Exchange Act,
regardless of whether such person is then subject to Section 16 under the Exchange Act, or (ii) a member of the Board.


 


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


 


“Securities Compensation Arrangement”
means any stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving
the issuance or potential issuance of securities of the Corporation, including a share purchase from treasury that is financially
assisted by the Corporation by way of a loan, guarantee or otherwise.


 


“Senior Executive Performance
Share Unit Plan” means the Senior Executive Performance Share Unit Plan adopted and approved by the Board on March 9,
2015 pursuant to which performance share units of the Corporation may be granted or awarded to certain Employees, as the same may
from time to time be amended.


 


“Stock Option Plan”
means the amended and restated Stock Option Plan of the Corporation, as the same may from time to time be amended.


 


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


 


“Valuation Date” has
the meaning defined in section 6.1(b).


 


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


 




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


 


		2.2	Interpretation



 


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


 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		2.3	Governing Law



 


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


 




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		2.4	Severability



 


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


 


		2.5	Language



 


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


 


		2.6	Currency



 


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


 


ARTICLE 3

ELIGIBILITY AND AWARDS


 


		3.1	Eligibility and Grant of Awards



 


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


 


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



 


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



 


		3.2	Terms and Conditions



 


Without limiting the generality of section 3.1,
subject to section 6.4, for greater certainty, pursuant to section 3.1 the Board and Committee have authority to determine,
in their discretion, the Employees to whom RSUs may be awarded or granted, the number or value of RSUs that are awarded or granted
to any Participant and the terms, conditions and provisions of any RSUs awarded or granted, including, without limitation, (i) the
time and manner in which any RSU shall vest; (ii) applicable conditions and vesting provisions and Vesting Period applicable
to any RSUs; (iii) any additional conditions with respect to payment or satisfaction of any RSUs following vesting of such
RSUs; (iv) restrictions or limitations on Common Shares that may be purchased pursuant to section 6.2, or Common Shares that
may be issued pursuant to section 6.3, including holding requirements or resale restrictions and the nature of such restrictions
or limitations; and (v) any other terms and conditions as the Board or Committee may in its discretion determine.


 




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


 


		3.3	Service Period



 


Awards of RSUs shall only be made to a
Participant in respect of services to be performed by such Participant in the calendar year in which such RSUs are awarded and
shall be in addition to and not in substitution for or in lieu of ordinary salary and wages received by such Participant in respect
of services to the Corporation or an Affiliate thereof.


 


		3.4	Awards at any Time



 


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


 


		3.5	Limitation on Rights



 


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


 


		3.6	Grant Agreements and Grant Letters



 


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


 




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		3.7	Beneficiaries



 


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


 


		3.8	No Right to Hold Office



 


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


 


		3.9	No Representations



 


		(a)	The Corporation makes no representations or warranties to any Participant with respect to this
Plan or RSUs or Common Shares that may be acquired pursuant to section 6.2 or issued pursuant to section 6.3. Participants are
expressly advised that the value of any RSUs, and Common Shares that may be acquired pursuant to section 6.2 or issued pursuant
to section 6.3, will, among other things, fluctuate with the trading price of Common Shares.



 


		(b)	Participants agree to accept all risks associated with a decline in the market price of Common
Shares and all other risks associated with the holding of RSUs or Common Shares that may be acquired pursuant to section 6.2 or
issued pursuant to section 6.3.



 




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		3.10	No Restriction on Corporate Action



 


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


 


		3.11	Compensation Programs



 


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


 


		3.12	No Awards Following Last Day of Active Employment



 


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


 


ARTICLE 4

RESTRICTED SHARE UNIT ACCOUNTS


 


		4.1	Restricted Share Unit Accounts



 


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


 




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		4.2	Dividend Equivalents



 


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


 


		4.3	Reorganization Adjustments



 


		(a)	In the event of any declaration of any stock dividend payable in securities (other than a dividend
which may be paid in cash or in securities at the option of the holder of Common Shares), or any subdivision or consolidation of
Common Shares, reclassification or conversion of Common Shares, or any combination or exchange of securities, merger, consolidation,
recapitalization, amalgamation, plan of arrangement, reorganization, spin off involving the Corporation or other distribution (other
than normal course cash dividends) of Corporation assets to holders of Common Shares or any other similar corporate transaction
or event, which the Committee determines affects the Common Shares such that an adjustment is appropriate to prevent dilution or
enlargement of the rights of Participants under this Plan, then, subject to any relevant resolutions of the Board (if required
in the opinion of the Corporation’s counsel) the Committee, in its sole discretion, and without liability to any person,
shall make such equitable changes or adjustments, if any, as it considers appropriate, in such manner as the Committee may consider
equitable, to reflect such change or event including, without limitation, adjusting the maximum number of Common Shares that may
be issued as contemplated in section 6.3(i) or adjusting the number of RSUs outstanding under this Plan, provided that the value
of the RSUs credited to a Participant’s RSU Account immediately after such an adjustment shall not exceed the value of the
RSUs credited to such account immediately prior thereto.



 


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



 




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		(c)	The Committee may from time to time adopt rules, regulations, policies, guidelines or conditions
with respect to the exercise of the power or authority to make changes or adjustments pursuant to section 4.3(a). The Committee,
in making any determination with respect to changes or adjustments pursuant to section 4.3(a), shall be entitled to impose
such conditions as it considers or determines necessary in the circumstances, including conditions with respect to satisfaction
or payment of all Applicable Tax Withholdings.



 


		(d)	The existence of outstanding RSUs shall not affect in any way the right or power and authority
of the Corporation or its shareholders to make or authorize any alteration, recapitalization, reorganization or any other change
in the Corporation’s capital structure or its business or any merger, amalgamation, combination or consolidation of or involving
the Corporation, or to create or issue any bonds, debentures, shares or other securities of the Corporation, or the rights and
conditions attaching thereto, or to amend the terms and conditions or rights and restrictions thereof (ranking ahead of the Common
Shares or otherwise), or any right thereto, or to effect the dissolution or liquidation of the Corporation or any sale or transfer
of all or any part of its assets or business or any other corporate act or proceeding, whether of a similar nature or character
or otherwise.



 


ARTICLE 5

VESTING


 


		5.1	Vesting General



 


Subject to section 5.2 and section 7.8,
unless the Board or Committee otherwise determines, all RSUs awarded pursuant to section 3.1 to any Participant shall vest
at the time and in the manner determined by the Board or Committee at the time of the award or grant and shall be set out in (or
in a Schedule or Exhibit to) the Grant Agreement or Grant Letter evidencing the award of such RSUs, provided that, subject to the
provisions of ARTICLE 7, such Participant remains Employed by the Corporation or an Affiliate at the expiry of the Vesting Period
applicable to such RSUs. For greater certainty, RSUs that have been granted or awarded to a Participant and which do not vest in
accordance with this ARTICLE 5 or ARTICLE 7, as applicable, shall be forfeited by the Participant and the Participant will have
no further right, title or interest in such RSUs and shall have no right to receive any cash payment with respect to any RSU that
does not become a vested RSU. All RSUs referred to in section 4.2 shall vest at the time when the RSUs in respect of which
such Dividend Equivalents were credited vest. Except where the context requires otherwise, each RSU which vests pursuant to this
section 5.1 or section 7.8 shall be referred to as a “Vested Restricted Share Unit” or “Vested
RSU” and collectively as “Vested Restricted Share Units” or “Vested RSUs”.


 




    	 	12	 



     


    

 




		5.2	Waiver of Vesting Conditions



 


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


 


ARTICLE 6

PAYMENT FOLLOWING VESTING


 


		6.1	Payment Following Vesting



 


		(a)	Subject to ARTICLE 7, following vesting of any RSU recorded in any Participant’s RSU Account,
the Corporation will pay the Participant a payment in an amount equal to the number of such Vested RSUs multiplied by the Fair
Market Value of one Common Share as at the date of vesting, payable or to be satisfied, as determined by the Committee:



 


		(i)	by a lump sum payment in cash, net of all Applicable Tax Withholdings;



 


		(ii)	subject to the shareholders of the Corporation approving this Plan, by applying all of such amount,
net of all Applicable Tax Withholdings, to the purchase of Common Shares in accordance with section 6.2, provided that, notwithstanding
any other provision of this Plan, this means of paying or satisfying the payment shall not be available with respect to any award
or grant made to any Participant that is an SEC Officer at the time of the award or grant or that becomes an SEC Officer at any
time prior to the time of payment; or



 


		(iii)	subject to the shareholders of the Corporation approving this Plan, including the provisions of
this Plan permitting the Corporation to issue Common Shares under section 6.3 hereof, and the rules, policies or requirements of
any stock exchange on which the Common Shares are listed or quoted, by the issuance from treasury to the Participant of Common
Shares in accordance with section 6.3.



 


		(b)	Notwithstanding the foregoing, if at the date of vesting of any RSUs, a Participant or the Corporation
may be in possession of undisclosed material information regarding the Corporation, or on such date of vesting, pursuant to any
insider or securities trading policy of the Corporation, the ability of a Participant or the Corporation to trade in securities
of the Corporation may be restricted, the Committee may, in its discretion, determine that the payment to be paid to any Participant
in respect of any Vested RSUs shall be an amount equal to the number of Vested RSUs multiplied by the Fair Market Value of one
Common Share as at such date (the “Valuation Date”), following the date of vesting, which is after the later
of (i) the date on which the Participant or the Corporation is no longer in possession of material undisclosed information
and (ii) the date on which the ability of the Participant or the Corporation to trade in securities of the Corporation is
not restricted, as may be determined by the Committee.



 




    	 	13	 



     


    

 



		(c)	The Committee may, at the time of any award or grant of RSUs under this Plan, or at any time thereafter,
determine, subject to the provisions of section 6.1(a) and 6.3(a), and without prejudice to the discretion of the Committee pursuant
to section 6.2(e) or 6.3(g), or otherwise in this Plan, whether payment of the amount referred to in section 6.1(a) is to be paid
or satisfied (i) as contemplated in section 6.1(a)(i), (ii) as contemplated in section 6.1(a)(ii), or (iii) as contemplated in
section 6.1(a)(iii), and may from time to time after any such determination, change such determination.



 


		(d)	For greater certainty, and without limiting any other provisions hereof, including section 9.9,
the Corporation shall be entitled to withhold, or cause to be withheld, and deduct, or cause to be deducted, from the amount payable
pursuant to section 6.1(a) an amount that the Corporation estimates is equal to Applicable Tax Withholdings in respect of such
payment, prior to the determination of the amount of such Applicable Tax Withholdings, and pay or satisfy the balance of such payment
to be applied in accordance with section 6.1 and section 6.2 or section 6.3, as applicable.



 


		6.2	Purchase of Common Shares



 


		(a)	Subject to the shareholders of the Corporation approving this Plan, including the provisions of
this Plan permitting the Corporation to purchase Common Shares under this section 6.2, and subject to section 6.4, the payment
referred to in section 6.1(a)(ii), net of all Applicable Tax Withholdings, is to be applied to the purchase of Common Shares on
behalf of the Participant, in the open market, through the facilities of the New York Stock Exchange (or such other exchange or
market as the Committee may designate from time to time) in such manner, and to be held on such terms, as the Committee may from
time to time determine or approve.



 


		(b)	Without limiting the generality of the foregoing, such manner and terms referred to in section
6.2(a) may (but need not) include providing for:



 


		(i)	the appointment of a person to act as trustee or administrator or administrative agent in relation
to the Plan or the purchase of Common Shares, or the engagement of an investment dealer to purchase Common Shares on behalf of
a Participant, which may include the holding of such Common Shares on behalf of a Participant and, if applicable, the indemnification
of such person or investment dealer;



 




    	 	14	 



     


    

 


		(ii)	all or any portion of any payment referred to in section 6.1(a) being paid in cash to such trustee
or administrator, investment dealer, or other person as the Committee may direct, which may be acting as trustee or administrator
or administrative agent for the purposes of this Plan, or acting on behalf of the Participant, or otherwise (or to an investment
dealer engaged by any such trustee, administrator or other person) to be used by such trustee, administrator, investment dealer
or other person to purchase, on behalf of the Participant, in the open market, Common Shares;



 


		(iii)	a trustee, administrator, investment dealer or other person being instructed (A) to control
the timing, amount and manner of purchases; (B) to use its best efforts to make purchases of Common Shares as contemplated
in this section 6.2 at prevailing market prices; (C) that it may limit the daily volume of purchases of Common Shares or cause
such purchases to be made over several trading days to the extent that such action may be considered necessary to avoid disrupting
the market price for Common Shares or negatively affecting the market price for the Common Shares or otherwise in the best interests
of the Corporation; (D) where purchases are being made at the same time on behalf of more than one Participant, to make such
purchases on a basis that the average purchase price of Common Shares purchased in respect of each Participant purchased at such
time will be the same; and (E) to notify or report to the Corporation and the Participant regarding such purchases, which
notice or report may include information regarding (I) the aggregate purchase price for Common Shares purchased on behalf
of the Participant, (II) the purchase price per Common Share for each Common Share purchased on behalf of the Participant,
(III) the amount of any related brokerage commission; and (IV) the settlement date for the purchase of the Common Shares
purchased on behalf of the Participant;



 


		(iv)	the Common Shares purchased pursuant to this section 6.2 on behalf of a Participant being held
by the Participant, or on behalf of a Participant, by such person, and on such terms, as the Committee may, from time to time determine
or approve, and the certificates representing the Common Shares so purchased being issued in the name of such person or persons
(which may, if the Committee so determines, include the Participant or such person or person as the Participant may direct) and
such certificates being delivered to such person, or credited to such investment dealer or custodial account with such person (to
be held on behalf of the Participant if they are not held by the Participant), as the Committee may from time to time determine
or approve;



 


		(v)	if after any trustee, administrator, investment dealer or other person that purchases Common Shares
on behalf of a Participant pursuant to this section 6.2 applies the amount of any payment referred to in section 6.1(a) that is
paid as contemplated in this section 6.2 to the purchase of whole Common Shares, any amount that remains shall be paid, net of
any Applicable Tax Withholdings, to the Participant or held or paid or dealt with, on behalf of the Participant, as the Committee
may from time to time determine or approve;



 




    	 	15	 



     


    

 


		(vi)	if any Common Shares purchased on behalf of a Participant pursuant to this section 6.2 may be held
by a trustee, administrator, administrative agent or other person, on behalf of the Participant, provisions regarding (A) dealing
with distributions paid on or in respect of such Common Shares, which shall be the property of, and received on behalf of, the
Participant; (B) reporting to the Participants and the Corporation regarding Common Shares and distributions held on behalf
of the Participant; (C) notice to the Participant of meetings of holders of Common Shares and voting of Common Shares held
on behalf of the Participant; (D) notice to the Participant of take over bids, issuer bids, rights offerings or other events;
(E) rights of the trustee, administrator agent or other person holding Common Shares on behalf of the Participant to withhold
or deduct taxes or other amounts; (F) withdrawal of Common Shares held on behalf of the Participant, including in the event
the Participant ceases to be an employee, or satisfies share ownership guidelines adopted by the Board or any committee of the
Board; and (G) restrictions regarding the ability of the Participant to withdraw or transfer Common Shares that are held on
behalf of the Participant where the Participant is not, or would not, following a transfer of such Common Shares, be in compliance
with share ownership guidelines adopted by the Board or any committee of the Board; and



 


		(vii)	any requirements that may be applicable under any Applicable Laws, including any requirement that
may restrict the transferability of any Common Shares held by or on behalf of a Participant;



 


in each case as the Committee may
from time to time determine or approve.


 


		(c)	Notwithstanding section 6.2(a) and (b), the Corporation shall be responsible for paying all brokerage
commissions or similar fees in connection with purchases of Common Shares pursuant to this section 6.2, but, unless the Committee
otherwise determines, the Corporation will not be responsible for brokerage fees and other administration or transaction costs
relating to the transfer, sale or other disposition of Common Shares held by or on behalf of the Participant that have been previously
purchased on behalf of the Participant pursuant to section 6.2.



 


		(d)	Unless the Committee otherwise determines:



 


		(i)	the payment referred to in section 6.1(a)(ii), net of Applicable Tax Withholdings, will be paid
by the Corporation, on behalf of the Participant, to a broker or broker dealer designated by the Committee from time to time, or
failing such designation, a broker or broker dealer selected by the Corporation, in either case, who is independent of the Corporation
who is a member of, or otherwise qualified to purchase Common Shares on, the exchange on which the Common Shares are traded and
are to be purchased in accordance with this provision, with instructions to purchase Common Shares on behalf of the Participant,
in the open market, through the facilities of the New York Stock Exchange (or such other exchange or market as the Committee may
designate from time to time), using such payment, net of Applicable Tax Withholdings;



 




    	 	16	 



     


    

 


		(ii)	the Corporation shall notify and provide the broker or broker dealer with directions with respect
to the Participants on whose behalf any such payment is being made, and the amount of such payment applicable to such Participant;



 


		(iii)	the Corporation shall request the broker or broker dealer to notify the Participant, and the Corporation,
of (A) the aggregate purchase price for Common Shares purchased on behalf of the Participant; (B) the purchase price per Common
Share; (C) the amount of the related brokerage commissions in respect of the purchases; and (D) the settlement date for the purchase
or purchases of Common Shares, and request the broker or broker dealer to deliver to the Participant (or if applicable, the Participant’s
Beneficiary), or as the Participant (or, if applicable, Beneficiary) may otherwise instruct, one or more certificates representing
Common Shares purchased on behalf of the Participant, or, if instructed by the Participant (or, if applicable Beneficiary) credit
such Common Shares to an account with the broker or broker dealer in the name of the Participant (and, if, after the broker or
broker dealer applies the payment, net of Applicable Tax Withholdings, to the purchase of whole Common Shares, as provided herein,
any amount remains payable in respect of such Participant, the broker or broker dealer shall pay such amount in cash (net of any
Applicable Tax Withholdings) to the Participant (or the Participant’s Beneficiary, if applicable), as soon as practicable,
and in any event within the time contemplated in section 6.4); and



 


		(iv)	the purchases by the broker or broker dealer will be made in the open market through the facilities
of the New York Stock Exchange (or such other exchange or market as the Committee may designate from time to time) at the prevailing
market prices and in accordance with the rules, policies of the exchange, at the broker or broker dealer’s discretion, and
the broker or broker dealer shall be entitled to control the time, amount and manner of purchases; provided that the broker or
broker dealer shall, in its discretion, be entitled to limit the daily volume of purchases of Common Shares or cause such purchases
to be made over several trading days to the extent such action may be considered necessary or desirable to avoid disrupting the
market price for Common Shares or negatively affecting the market price for the Common Shares or otherwise in the best interests
of the Corporation and entitled, where purchases are being made at the same time on behalf of more than one Participant, to make
such purchases on a basis that the average purchase price of Common Shares purchased in respect of each Participant purchased at
such time will be the same.



 




    	 	17	 



     


    

 


		(e)	Notwithstanding section 6.1(a) and the foregoing provisions of this section 6.2, the Committee
may, in its discretion, determine that a payment referred to in section 6.1(a)(ii) shall not be applied to the purchase of
Common Shares on behalf of any Participant, including, without limitation, if the Committee is not satisfied that such purchase
will be exempt from all registration or qualification requirements of any applicable securities laws of Canada (including the provinces
thereof) or of the United States of America (including the states thereof) or any other foreign jurisdiction and applicable by-laws,
rules or regulations of any stock exchange on which the Common Shares may be listed or posted for trading. If the Committee makes
such a determination, notwithstanding section 6.1(a), the payment required pursuant to section 6.1(a)(ii) shall be payable by a
lump sum payment in cash, net of all Applicable Tax Withholdings.



 


		(f)	Notwithstanding the other provisions of this section 6.2, in the event the payment referred to
in section 6.1(a)(ii), net of Applicable Tax Withholdings, is paid to any trustee, administrator, administrative agent or other
person to make purchases of Common Shares on behalf of any Participant, the trustee, administrator, administrative agent or other
person will receive such funds as nominee and agent on behalf of the Participant, and if any Common Shares purchased pursuant to
this section 6.2 are held by a trustee, administrator or administrative agent or other person following such purchase, such Common
Shares, and distributions which may be received in respect thereof, shall be the property of the Participant and be held by such
person as nominee and agent on behalf of the Participant as the Participant’s property, and subject to the Participant’s
direction.



 


		6.3	Issuance of Common Shares



 


		(a)	Notwithstanding section 6.1(a), and the other provisions of this section 6.3, no Common Shares
shall be issued pursuant to this section 6.3, unless:



 


		(i)	this Plan, including the provisions of this Plan permitting the Corporation to issue Common Shares
under this section 6.3, has been approved by shareholders of the Corporation; and



 


		(ii)	the number of Common Shares to be issued will not result in the restrictions referred to in section
6.3(i), (l) or (m) being contravened.



 




    	 	18	 



     


    

 


		(b)	Subject to section 6.3(a) and section 6.4, the payment referred to in section 6.1(a)(iii), net
of Applicable Tax Withholdings, is to be paid or satisfied by the application of the amount referred to in section 6.1(a)(iii),
net of Applicable Tax Withholdings (the “Net Payment Amount”) to the subscription by the Participant for, and
issuance by the Corporation to the Participant of, Common Shares at an issue price per share equal to the Fair Market Value of
one Common Share as at the date of vesting (or, if section 6.1(b) is applicable, the Fair Market Value of one Common Share as at
the Valuation Date determined pursuant to section 6.1(b)). The number of Common Shares to be so issued shall be equal to the whole
number of Common Shares that is determined by dividing the Net Payment Amount by the Fair Market Value of one Common Share as contemplated
in this section 6.3(b). Where dividing the Net Payment Amount by such Fair Market Value would otherwise result in a fraction of
a Common Share potentially being required to be issued, the number of Common Shares to be issued shall be rounded down to the next
whole number of Common Shares. No fractional Common Shares shall be issued and any fractional share entitlement will be satisfied
by a cash payment to the Participant in an amount equal to such fractional share entitlement multiplied by the Fair Market Value
of one Common Shares as contemplated in this section 6.3(b). Common Shares issued by the Corporation pursuant to this section 6.3
shall be considered fully paid in consideration of application of the Net Payment Amount, less any cash payment in respect of any
fractional share entitlement as contemplated in this section 6.3(b), to the subscription by the Participant for Common Shares issued
at an issue price equal to the Fair Market Value of one Common Shares as contemplated in this section 6.3(b).



 


		(c)	Subject to the provisions of sections 6.3(a) and (b), Common Shares issued pursuant to this section
6.3 are to be issued in such manner, and to be held on such terms, as the Committee may from time to time determine or approve.



 


		(d)	Without limiting the generality of the foregoing, such manner and terms referred to in section 6.3(c)
may (but need not) include providing for:



 


		(i)	the appointment of a person to act as trustee or administrator or administrative agent in relation
to the Plan or holding of Common Shares issued pursuant to this section 6.3 on behalf of a Participant, and, if applicable, the
indemnification of such person;



 


		(ii)	the Common Shares issued pursuant to this section 6.3 being held by the Participant, or on behalf
of a Participant, by such person, and on such terms, as the Committee may, from time to time determine or approve, and the certificates
representing the Common Shares so purchased being issued in the name of such person or persons (which may, if the Committee so
determines, include the Participant or such person or person as the Participant may direct) and such certificates being delivered
to such person, or credited to such investment dealer or custodial account with such person (to be held on behalf of the Participant
if they are not held by the Participant), as the Committee may from time to time determine or approve;



 




    	 	19	 



     


    

 


		(iii)	if any Common Shares issued pursuant to this section 6.3 may be held by a trustee, administrator,
administrative agent or other person, on behalf of the Participant, provisions regarding (A) dealing with distributions paid
on or in respect of such Common Shares, which shall be the property of, and received on behalf of, the Participant; (B) reporting
to the Participants and the Corporation regarding Common Shares and distributions held on behalf of the Participant; (C) notice
to the Participant of meetings of holders of Common Shares and voting of Common Shares held on behalf of the Participant; (D) notice
to the Participant of take over bids, issuer bids, rights offerings or other events; (E) rights of the trustee, administrator
agent or other person holding Common Shares on behalf of the Participant to withhold or deduct taxes or other amounts; (F) withdrawal
of Common Shares held on behalf of the Participant, including in the event the Participant ceases to be an employee, or satisfies
share ownership guidelines adopted by the Board or any committee of the Board; and (G) restrictions regarding the ability
of the Participant to withdraw or transfer Common Shares that are held on behalf of the Participant where the Participant is not,
or would not, following a transfer of such Common Shares, be in compliance with share ownership guidelines adopted by the Board
or any committee of the Board; and



 


		(iv)	any requirements that may be applicable under any Applicable Laws, including any requirement that
may restrict the transferability of any Common Shares issued pursuant to this section 6.3 and held by or on behalf of a Participant;



 


in each case as the Committee may
from time to time determine or approve.


 


		(e)	Notwithstanding section 6.3(c) and (d), unless the Committee otherwise determines, the Corporation
will not be responsible for brokerage fees and other administration or transaction costs relating to the transfer, sale or other
disposition of Common Shares held by or on behalf of the Participant that have been issued pursuant to section 6.3.



 


		(f)	Unless the Committee otherwise determines, Common Shares issued pursuant to this section 6.3 shall
be issued to the Participant (or, if applicable, the Participant’s Beneficiary) and one or more certificates representing
the Common Shares so issued shall be delivered to the Participant (or, if applicable, the Participant’s Beneficiary), or,
if the Participant (or, if applicable, the Participant’s Beneficiary) may so direct, to the investment dealer for the Participant
(or, if applicable, the Participant’s Beneficiary) as the Participant (or, if applicable, the Participant’s Beneficiary)
may direct, which is acceptable to the Corporation, acting reasonably.



 


		(g)	Notwithstanding section 6.1(a) and the foregoing provisions of this section 6.3, the Committee
may, in its discretion, determine that a payment referred to in section 6.1(a)(iii) shall not be paid or satisfied by the
issuance of Common Shares pursuant to this section 6.3, including, without limitation, if the Committee is not satisfied that such
issuance will be exempt from all registration or qualification requirements of any applicable securities laws of Canada (including
the provinces thereof) or of the United States of America (including the states thereof) or any other foreign jurisdiction and
applicable by-laws, rules or regulations of any stock exchange on which the Common Shares may be listed or posted for trading.
If the Committee makes such a determination, notwithstanding section 6.1(a), the payment required pursuant to section 6.1(a)(iii)
shall be payable by a lump sum payment in cash, net of all Applicable Tax Withholdings.



 




    	 	20	 



     


    

 



		(h)	Notwithstanding the other provisions of this section 6.3, in the event Common Shares issued pursuant
to this section 6.3 are to be held by any trustee, administrator, administrative agent or other person on behalf of any Participant,
the trustee, administrator, administrative agent or other person will receive and hold such Common Shares as nominee and agent
on behalf of the Participant, and such Common Shares, and distributions which may be received in respect thereof, shall be the
property of the Participant and be held by such person as nominee and agent on behalf of the Participant as the Participant’s
property, and subject to the Participant’s direction.



 


		(i)	The aggregate maximum number of Common Shares that may be issued or delivered pursuant to this
Plan and the Employee Restricted Share Unit Plan (including pursuant to section 6.2 of this Plan and section 6.2 of the Employee
Restricted Share Unit Plan) is 300,000 Common Shares, subject to the adjustment of such maximum number as provided in section 4.3(a).



 


		(j)	The Board will reserve for allotment from time to time out of the authorized but unissued Common
Shares sufficient Common Shares to provide for issuance of all Common Shares which are issuable under this section 6.3 and may
from time to time reserve for allotment out of the unissued Common Shares such number of Common Shares as the Committee may from
time to time estimate or determine is the number of Common Shares that may be issued under this section 6.3.



 


		(k)	For greater certainty, nothing in this Plan shall be construed as to confer on any Participant
any rights as a shareholder of the Corporation with respect to any Common Shares which may be reserved for issuance under this
section 6.3. A Participant will only have rights as a shareholder of the Corporation with respect to Common Shares that are issued
to the Participant pursuant to and in accordance with the provisions of this section 6.3 or which are acquired by or on behalf
of the Participant pursuant to and in accordance with the provisions of section 6.2.



 


		(l)	The number of Common Shares issuable to Insiders, at any time, pursuant to (i) this Plan, or (ii)
any other Securities Compensation Arrangement, including (A) the Stock Option Plan, (B) the IronPlanet Stock Option Plans, (C)
the Employee Restricted Share Unit Plan, (D) the Senior Executive Performance Share Unit Plan and (E) the Employee Performance
Share Unit Plan, cannot exceed 10% of the issued and outstanding Common Shares.



 




    	 	21	 



     


    

 


		(m)	The number of Common Shares issued to Insiders, within any one year period, under any (i) this
Plan, and (ii) any other Securities Compensation Arrangement, including (A) the Stock Option Plan, (B) the IronPlanet Stock Option
Plans, (C) the Employee Restricted Share Unit Plan, (D) the Senior Executive Performance Share Unit Plan and (E) the Employee Performance
Share Unit Plan, cannot exceed 10% of the issued and outstanding Common Shares.



 


		(n)	No Common Shares may be issued or reserved for issuance under this Plan to any non-employee director
of the Corporation.



 


		6.4	Restriction



 


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


 


		6.5	Time of Payment



 


Subject to section 6.4, amounts payable
pursuant to section 6.1 will be paid as soon as practicable following the end of the Vesting Period applicable to the RSUs
as set forth in the Grant Agreement or Grant Letter after the Corporation has determined the number of RSUs that have vested. Notwithstanding
the foregoing, if payment of any amount pursuant to this section 6.5 would otherwise occur at any time during which a Participant
may be in possession of undisclosed material information regarding the Corporation, or at any time during which, pursuant to any
insider or securities trading policy of the Corporation, the ability of a Participant to trade in securities of the Corporation
may be restricted, unless the Committee otherwise determines, payment will be postponed to the date which is five days after the
later of (i) the date on which the Participant is no longer in possession of material undisclosed information or (ii) the
date on which the ability of the Participant to trade in securities of the Corporation is not restricted, provided however, any
such payment shall be made no later than December 31 of the third calendar year following the calendar year in respect of such
RSU (or, in the case of any additional RSU credited pursuant to section 4.2, the RSU in respect of which such additional RSU
was credited) was granted or awarded.


 


		6.6	U.S. Participants



 


		(a)	It is intended that this Plan, and RSUs granted hereunder, and payments made pursuant to this Plan,
shall comply with, or qualify for an exemption from, the requirements of Section 409A and shall be construed consistently
therewith and interpreted in a manner consistent with that intention. Notwithstanding anything to the contrary in this Plan, all
payments with respect to RSUs granted to a U.S. Participant that are intended to be exempt from Section 409A as short term deferrals
pursuant to Treas. Reg. Section 1.409A-1(b)(4) will be made no later than the 15th day of the third month after the
taxation year of the Corporation in which such RSUs no longer are subject to a substantial risk of forfeiture.



 




    	 	22	 



     


    

 




		(b)	RSUs granted to U.S. Participants that are subject to Section 409A will be governed by the following
provisions. Except as otherwise provided in section 7.8 of the Plan regarding a Participant’s termination of employment in
connection with or following a Change in Control, unless otherwise provided in an applicable Grant Agreement, payments with respect
to RSUs will be settled and paid out as soon as practicable following the end of the Vesting Period applicable to the RSUs as set
forth in the applicable Grant Agreement or Grant Letter, and in all cases by the later of (i) December 31st of the calendar year
in which the last day of the Vesting Period occurs, and (ii) the 15th day of the third month following the last day of the Vesting
Period. References in section 7.8 of the Plan to a Participant’s termination of employment or similar language shall mean
a Participant’s separation from service as defined under Section 409A. Notwithstanding anything to the contrary in section 7.8,
if a U.S. Participant is a specified employee within the meaning of Section 409A at the time of the U.S. Participant’s separation
from service, any payment with respect to RSUs pursuant to section 7.8 of the Plan that otherwise would be paid prior to the end
of six months following such Participant’s separation from service will be delayed, and instead will be paid on the first
day of the seventh month following the date of the Participant’s separation from service.



 


		(c)	Subject to section 6.6(d), the Committee will not, pursuant to section 5.2 or any other
provision in the Plan, waive any restrictions with respect to vesting criteria, limitations or restrictions in respect of any RSUs
granted to any U.S. Participant that, to the knowledge of the Committee, absent such waiver, this Plan, the RSUs granted to any
U.S. Participant, and any payment to be made pursuant to this Plan in respect thereof, would comply with, or qualify for an exemption
from, the requirements of Section 409A, but would not, as a result of such waiver comply with, or qualify for an exemption
from, the requirements of Section 409A.



 


		(d)	Notwithstanding the foregoing, or any other provision of this Plan, and without limiting the generality
of section 9.7(b), the Corporation and its Affiliates make no undertaking to preclude Section 409A from applying to this
Plan or any RSUs granted hereunder, and none of the Corporation, any of its Affiliates, the Board, the Committee, nor any member
thereof, nor any officer, employee or other representative of the Corporation or any Affiliate shall have any liability to any
U.S. Participant, or any Beneficiary or other person, if any RSU that is intended to be exempt from, or compliant with, Section 409A
is not so exempt or compliant, or for any action taken by the Committee pursuant to the provisions of this Plan, including, without
limitation, sections 5.2, 6.1, 6.2 or 6.3, and have no liability to any Participant for any taxes, interest or penalties resulting
from any non compliance with the requirements of Section 409A, and without limiting the generality of section 9.9, U.S.
Participants (and their Beneficiaries and legal representatives) shall at all times be solely responsible for payment of all taxes,
interest and penalties under Section 409A or as a result of any non compliance with the requirements of Section 409A.



 







    	 	23	 



     


    

 




ARTICLE 7

TERMINATION OR CHANGE OF CONTROL


 


		7.1	Termination Without Cause



 


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


 


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



 


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



 


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


 


		7.2	Termination with Cause



 


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


 




    	 	24	 



     


    

 


		(a)	the Participant will be entitled to receive payment pursuant to the provisions of Article 6 in
respect of all RSUs recorded in such Participant’s RSU Account as at the last day of active employment of such Participant
that had vested as at the last day of active employment of such Participant with such payment made as soon as practicable following
the end of the Vesting Period applicable to the RSUs as set forth in the Grant Agreement or Grant Letter; and



 


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



 


		7.3	Resignation



 


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


 


		(a)	the Participant will be entitled to receive payment pursuant to the provisions of ARTICLE 6 in
respect of all RSUs recorded in such Participant’s RSU Account as at the last day of active employment of such Participant
that had vested as at the last day of active employment of such Participant with such payment made as soon as practicable following
the end of the Vesting Period applicable to the RSUs as set forth in the Grant Agreement or Grant Letter; and



 


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



 


		7.4	Retirement



 


Except as otherwise determined by the Board
or Committee from time to time, in their sole discretion, in the event of the termination by any Participant of such Participant’s
employment with the Corporation or an Affiliate as a result of the Retirement of the Participant, all unvested RSUs recorded in
the Participant’s RSU Account shall continue to vest as contemplated in this Plan and will be settled and paid out as soon
as practicable following the end of the Vesting Period applicable to the RSUs as set forth in the applicable Grant Agreement or
Grant Letter, and:


 


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



 




    	 	25	 



     


    

 


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



 


		7.5	Death



 


Except as otherwise determined by the Board
or Committee from time to time, in its sole discretion, in the event of termination of a Participant’s employment with the
Corporation or an Affiliate as a result of the death of the Participant, all unvested RSUs recorded in the Participant’s
RSU Account shall continue to vest as contemplated in this Plan and will be settled and paid out as soon as practicable following
the end of the Vesting Period applicable to the RSUs as set forth in the applicable Grant Agreement or Grant Letter, and:


 


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



 


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



 


		(c)	notwithstanding section 6.1, in respect of all RSUs recorded in such Participant’s RSU Account
as at the date of death that had vested as at the date of death, and all RSUs recorded in the Participant’s RSU Account as
at the date of death (and, if applicable, any RSUs referred to in section 4.2 credited to the Participant’s RSU Account after
the date of death in relation to any RSUs recorded in such Participant’s RSU Account as at the date of death) that vest after
the date of death, the Participant will be entitled to receive a cash payment in an amount equal to the number of such Vested RSUs
multiplied by the Fair Market Value of one Common Share as at the date of vesting, subject to the provisions of section 6.1(b),
payable by a lump sum payment in cash, net of all Applicable Tax Withholdings.



 




    	 	26	 



     


    

 


		7.6	Periods of Absence



 


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


 


		7.7	Transfer of Employment



 


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


 


		7.8	Change of Control



 


If a Participant’s employment with
the Corporation or an Affiliate is terminated (i) by the Corporation or Affiliate, other than for Cause, upon a Change of Control
or within two years following a Change of Control, or (ii) by the Participant for Good Reason upon a Change of Control or within
one year following a Change of Control:


 


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



 


		(b)	notwithstanding section 5.1 or any determination made pursuant to section 5.2, all RSUs
recorded in the RSU Account of each Participant as at the date of the termination of employment shall vest as at such date and
the provisions of ARTICLE 6 shall not apply in respect of such RSUs and the Corporation will pay to such Participant a cash payment
in the amount equal to the number of such Vested RSUs multiplied by the Fair Market Value of one Common Share as at the date of
vesting, payable by a lump sum payment in cash, net of all Applicable Tax Withholdings, directly to the Participant, within 30
days of the date of the termination.



 


ARTICLE 8

NO RIGHTS AS SHAREHOLDER


 


		8.1	No Rights as holder of Common Shares



 


For greater certainty, nothing in this
Plan, the Board Guidelines, the Committee Guidelines, any Grant Agreement or Grant Letter, nor any election made pursuant to this
Plan nor any action taken hereunder shall confer on any Participant any claim or right to be issued Common Shares, on account of
RSUs credited to the Participant’s RSU Account or otherwise, and under no circumstances will RSUs confer on any Participant
any of the rights or privileges of a holder of Common Shares including, without limitation, the right to exercise any voting rights,
dividend entitlement, rights of liquidation or other rights attaching to ownership of Common Shares. For greater certainty,
unless the Board or Committee otherwise determines, the RSUs shall be considered equivalent to Common Shares for purposes of determining
whether a Participant is complying with or satisfying any share ownership guidelines that may be adopted by the Board or any committee
of the Board from time to time.


 




    	 	27	 



     


    

  


ARTICLE 9

ADMINISTRATION OF PLAN


 


		9.1	Administration



 


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


 


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



 


		(b)	subject to section 6.4, the Committee will have full power and authority to administer this
Plan and exercise all the powers and authorities granted to it under this Plan or which it, in its discretion, considers necessary
or desirable in the administration of this Plan, including, but not limited to, the authority to:



 


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



 


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



 


		9.2	Delegation



 


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



 


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



 




    	 	28	 



     


    

  


		9.3	Employment of Agents



 


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


 


		9.4	Record Keeping



 


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


 


		9.5	Board Guidelines



 


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


 


		9.6	Committee Guidelines



 


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


 


		9.7	Interpretation and Liability



 


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



 




    	 	29	 



     


    

  


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



 


		9.8	Legal Compliance



 


		(a)	The administration of this Plan, including, without limitation, crediting of RSUs and payment or
satisfaction of RSUs, purchase of Common Shares pursuant to section 6.2, and, if applicable, issuance of Common Shares pursuant
to section 6.3, shall be subject to compliance with Applicable Laws.



 


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



 


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



 




    	 	30	 



     


    

  


		(d)	The purchase of any Common Shares on behalf of any Participant pursuant to the provisions of this
Plan, and the issuance of any Common Shares pursuant to the provisions of this Plan, shall be subject to the requirement that,
if at any time the Committee, or legal counsel to the Corporation, determines that the registration, listing or qualification of
Common Shares to be issued pursuant to the provisions of this Plan or purchased pursuant to the provisions of this Plan upon any
securities exchange or under any Canadian or foreign federal, state, provincial, local or other law, or the consent or approval
of any governmental regulatory body, or securities exchange, is necessary or desirable as a condition of, or in connection with,
the award of any RSUs, the purchase of Common Shares in relation thereto pursuant to section 6.2, the issuance of any Common Shares
pursuant to section 6.3, or any transfer of Common Shares which may be held by or on behalf of a Participant, the Committee may,
by notice to any Participant, impose a requirement that no Common Shares may be purchased pursuant to section 6.2, or issued pursuant
to section 6.3, or that no Common Shares which may be acquired by or on behalf of the Participant pursuant to section 6.2 or issued
pursuant to section 6.3 in connection with any RSUs may be sold or transferred, unless and until such registration, listing, qualification,
consent or approval shall have been effected or obtained free of any condition not acceptable to the Committee. If Common Shares
may not be purchased under section 6.2 or issued pursuant to section 6.3 as provided in this section 9.8(d), then the payment required
to be made pursuant to section 6.1 that is not applied to purchase Common Shares pursuant to section 6.2 or satisfied by the issuance
of Common Shares pursuant to section 6.3 shall be paid by a lump sum payment in cash, net of Applicable Tax Withholdings. The Corporation
may from time to time take such steps as the Committee may from time to time determine are necessary or desirable to restrict transferability
of any Common Shares that may be acquired by or on behalf of any Participant pursuant to section 6.2 or issued pursuant to section
6.3, in order to ensure compliance with Applicable Laws, including the endorsement of a legend on any certificate representing
Common Shares so acquired or issued to the effect that the transferability of such Common Shares is restricted. Nothing herein
shall be deemed to require the Corporation to take any action, or refrain from taking any action or to apply for or to obtain any
registration, listing, qualification, consent or approval in order to comply with any condition of any law or regulation applicable
to the purchase of any Common Shares under section 6.2 or issuance of any Common Shares under section 6.3.



 


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



 




    	 	31	 



     


    

  


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



 


		9.9	Compliance with Income Tax Requirements



 


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



 


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



 


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



 


		(d)	Each Participant (or the Participant’s Beneficiary or legal representatives) shall bear any
and all income or other tax imposed on amounts paid or distributed to the Participant (or the Participant’s Beneficiary or
legal representatives) under this Plan. Each Participant (or the Participant’s Beneficiary or legal representatives) shall
be responsible for reporting and paying all income and other taxes applicable to or payable in respect of RSUs credited to the
Participant’s RSU Account (including RSUs credited as Dividend Equivalents) and transactions involving Common Shares which
may be purchased pursuant to section 6.2 or issued pursuant to section 6.3 and held by any trustee, administrator, broker
or other person on the Participant’s behalf, or distributions in respect thereof, including, without limitation, any taxes
payable on (i) any transfer of Common Shares held on behalf of the Participant to the Participant; (ii) distributions
paid on Common Shares held by or on behalf of the Participant; and (iii) the sale or other disposition of Common Shares held
by or on behalf of the Participant.



 




    	 	32	 



     


    

  


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



 


		(f)	If the Board or Committee or any executive officer of the Corporation so determines, the Corporation
shall have the right to require, prior to making any payment under this Plan, payment by the recipient of the excess of any applicable
Canadian or foreign federal, provincial, state, local or other taxes over any amounts withheld by the Corporation, in order to
satisfy the tax obligations in respect of any payment under this Plan. Without limiting the generality of the foregoing, if the
Board or Committee or any executive officer of the Corporation so determines, the Corporation shall have the right to require that
(i) any certificate representing Common Shares to which a Participant is entitled upon the purchase of Common Shares pursuant to
section 6.2 or issuance of Common Shares pursuant to section 6.3 be delivered to the Corporation as security for the payment
of any obligation contemplated in this section 9.8, (ii) any Common Shares (and share certificates representing such Common Shares)
purchased pursuant to section 6.2 or issued pursuant to section 6.3 having a fair market value at the date of purchase of such
Common Shares which is equal to the obligations contemplated in this section 9.8, be retained by or delivered to the Corporation,
with authority of the Corporation to sell such Common Shares in order to satisfy the obligations contemplated under this section
9.8, or (iii) any broker, broker dealer, trustee, administrator, administrative agent or other person purchasing Common Shares
on behalf of a Participant pursuant to section 6.2 to sell a number of such Common Shares sufficient to realize an amount sufficient
to pay any obligation contemplated in this section 9.8, and to withhold from the proceeds realized from such sale, or any other
sale of any Common Shares acquired pursuant to section 6.2 on behalf of the Participant, an amount sufficient to satisfy the obligations
referred to in this section 9.8, and to pay such amount to the Corporation.



 


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



 


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



 




    	 	33	 



     


    

  


		9.10	Unfunded Obligation



 


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


 


		9.11	Amendment, Suspension, Termination



 


		(a)	Subject to sections 6.4, 6.6 and 9.11(b), the Board or Committee may from time to time amend
this Plan in any manner without the consent or approval of any Participant and, subject to section 9.11(e), without the consent
or approval of shareholders of the Corporation. For greater certainty, without limiting the generality of the foregoing, the Board
or Committee may amend this Plan as they consider necessary or appropriate to ensure this Plan continues to comply with Section 409A
and the guidance thereunder. Amendments to this Plan that affect the issuance or potential issuance of Common Shares from treasury,
including, without limitation, amendments to section 6.3 hereof, must be approved by at least a majority of the Board. Notwithstanding
any other provision of this Plan, no consent to any amendment, suspension or termination of this Plan that adversely affects RSUs
previously credited to a U.S. Participant under Section 409A shall be required if such amendment, suspension or termination
is considered by the Committee, on the advice of counsel, to be necessary or desirable to avoid adverse U.S. tax consequences to
the U.S. Participant. No provisions of this Plan nor amendment to this Plan may permit the acceleration of payments under this
Plan to any U.S. Participant contrary to the provisions of Section 409A.



 


		(b)	Unless required by Applicable Laws, no amendment contemplated in section 9.11(a) shall adversely
affect the rights of any Participant at the time of such amendment with respect to RSUs credited to such Participant’s RSU
Account at the time of such amendment without the consent of the affected Participant. Subject to sections 6.4 and 6.6, the
Board or Committee may from time to time in its discretion, with the consent of a Participant, amend, vary, modify or in any other
way change the entitlement of that Participant or any provisions of this Plan as applicable to that Participant.



 




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



 


		(d)	If the Board or Committee terminates this Plan, no new RSUs will be credited to any Participant,
but previously credited RSUs shall remain outstanding, be entitled to Dividend Equivalents as provided under section 4.2,
and be paid in accordance with the terms and conditions of this Plan existing at the time of termination. This Plan will finally
cease to operate for all purposes when the last remaining Participant receives payment in satisfaction of all RSUs recorded in
such Participant’s RSU Account, or such RSUs terminate as a result of not vesting, provided that, in the event that any Common
Shares have been purchased pursuant to section 6.2 or issued pursuant to section 6.3 and are held by or on behalf of a Participant
and are subject to any terms or conditions determined or approved by the Committee pursuant to section 6.2 or 6.3, such terms
or conditions shall survive such termination and continue in force and effect notwithstanding such termination. The full powers
of the Board and the Committee as provided for in this Plan will survive the termination of this Plan until the last remaining
Participant receives payment in satisfaction of all RSUs recorded in such Participant’s RSU Account, or such RSUs terminate
as a result of not vesting and any Common Shares that may have been purchased pursuant to section 6.2 or issued pursuant to
section 6.3 and are held by or on behalf of a Participant which are subject to any terms or conditions determined or approved pursuant
to section 6.2 or 6.3 are no longer subject to such terms or conditions.



 


		(e)	If this Plan, including the provisions of this Plan permitting the Corporation to issue Common
Shares under section 6.3, is approved by shareholders of the Corporation, any amendment of this Plan to:



 


		(i)	reduce the issue or purchase price for Common Shares issuable under this Plan;



 


		(ii)	extend the term of any RSUs held under this Plan where such RSUs entitle or potentially entitle
the holder to be issued Common Shares from treasury under this Plan;



 


		(iii)	amend or remove the limits set out in sections 6.3(l) or (m);



 


		(iv)	increase the maximum number of Common Shares issuable as set out in section 6.3(i);



 


		(v)	permit non-employee directors to participate in this Plan and be entitled or potentially entitled
to be issued Common Shares from treasury under this Plan;



 


		(vi)	permit assignment or transfer of rights or interests under this Plan to be entitled or potentially
entitled to be issued Common Shares from treasury under this Plan (subject to the right of a Participant to designate one or more
Beneficiaries entitled to receive benefits under this Plan following the death of the Participant);



 




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		(vii)	amend this section 9.11(e); or



 


		(viii)	amend other matters that require shareholder approval under the rules or policies of any stock
exchange on which the Common Shares may be listed or posted for trading;



 


may not be
made without approval of shareholders of the Corporation.


 


		9.12	Costs



 


Unless otherwise determined by the Board
or Committee, the Corporation will be responsible for all costs relating to the administration of this Plan. For greater certainty
and unless otherwise determined by the Committee, a Participant shall be responsible for brokerage fees and other administration
or transaction costs relating to the transfer, sale or other disposition of Common Shares held by or on behalf of the Participant
that have been previously purchased on behalf of the Participant pursuant to section 6.2 or issued pursuant to section 6.3.


 


		9.13	No Assignment



 


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



 


		(b)	Except as hereafter provided, during the lifetime of a Participant, amounts payable under this
Plan to a Participant shall be payable only to such Participant. In the event of death of a Participant, any amount payable under
this Plan pursuant to section 7.5 shall be paid to the Beneficiaries or personal representatives of such Participant and any
such payment shall be a complete discharge of the Corporation therefor. In the event a Participant is incapable of managing the
Participant’s own affairs by reason of mental infirmity, any amount payable under this Plan may be paid to the person charged
or appointed by law to administer the Participant’s affairs.



 




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		9.14	Effectiveness



 


This Plan amends and restates, effective
November 8, 2017, the Corporation’s Senior Executive Restricted Share Unit Plan, which was effective as of January 23, 2013;
provided, however, that the amendments set forth in this amended and restated Plan shall not apply to any RSUs outstanding prior
to November 8, 2017, or any RSUs credited pursuant to section 4.2 of the Plan in respect of such RSUs.  Such RSUs will continue
to be governed by the terms of the Plan effective immediately prior to November 8, 2017.


 




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