Trillium Therapeutics Inc. - Exhibit 4.5 - Filed by newsfilecorp.com






Exhibit 4.5

TRILLIUM THERAPEUTICS INC. 
(formerly, Stem Cell
Therapeutics Corp.) 

STOCK OPTION PLAN 

Amended and Restated 
on May 27, 2014 

1.        Definitions


        
     Unless otherwise defined herein or the context
otherwise requires, capitalized terms used have the meaning ascribed to them in
the Toronto Stock Exchange (“TSX”) Company Manual. 

2.        Purpose of
Plan 

           
The purpose of the Trillium Therapeutics Inc. (the “Corporation”) Stock
Option Plan (the “Plan”) is to assist the Corporation in attracting,
retaining and motivating directors, officers, service providers (the term
“service provider” having the definition ascribed thereto in the TSX Company
Manual) and employees of the Corporation and its subsidiaries and to closely
align the personal interests of such directors, officers, employees and service
providers with those of the shareholders of the Corporation by providing them
with the opportunity, through options (“Options”), to acquire common
shares (“Common Shares”) in the capital of the Corporation. 

3.       
Administration 

           
The Plan shall be administered by the Board of Directors of the Corporation
which shall have full and final authority and discretion, subject to the express
provisions of the Plan, to interpret the Plan, to prescribe, amend and rescind
rules and regulations relating to it and to make all other determinations deemed
necessary or advisable for the administration of the Plan, subject to the rules
and policies of any exchange or quotation system upon which the Corporation’s
Common Shares are listed or quoted including the TSX. The Board of Directors may
delegate any or all of its authority and discretion with respect to the
administration of the Plan to a compensation committee of directors. When used
hereafter in the Plan, “Board of Directors” shall be deemed to include
the compensation committee acting on behalf of the Board of Directors. 

4.          Number
of Shares Under Plan 

            The
number of authorized but unissued Common Shares that may be issued upon the
exercise of Options granted under the Plan at any time, plus the number of
Common Shares reserved for issuance under outstanding Options otherwise granted
by the Corporation (collectively, the “Optioned Shares”) shall not exceed
ten percent of the combined total of the issued and outstanding Common Shares
and the number of Common Shares issuable upon due exercise of the issued and
outstanding Preferred Shares, and the number of Optioned Shares reserved for
issuance under the Plan shall increase or decrease as the number of issued and
outstanding Common Shares and Preferred Shares changes. Any exercise of Options
will make new grants available under the Plan. However, the following additional
restrictions apply: 




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	 	(a) 	
      in no event shall Options be granted to an individual to
      purchase in excess of five percent of the total of the number of then
      issued and outstanding Common Shares and the number of Common Shares
      issuable upon due conversion of the issued and outstanding Preferred
      Shares of the Corporation in any 12 month period;

	 	 	 
	 	(b) 	
      the aggregate number of Common Shares issuable (or
      reserved for issuance) to Insider Participants under the Plan (such that
      “Insider Participant” shall mean any Participant (as defined in
      Section 5 below) that is an Insider as defined in Section 613 of the TSX
      Company Manual) or any other security-based compensation arrangement of
      the Corporation and its affiliates (including, without limitation, the
      Corporation’s Deferred Share Unit Plan, which together with this Plan
      shall be referred to as “Security-Based Compensation
      Arrangements”), may not at any time exceed 10% of the total combined
      issued and outstanding Common Shares and the number of Common Shares
      issuable upon due conversion of the issued and outstanding Preferred
      Shares;

	 	 	 
	 	(c) 	
      the aggregate number of Common Shares issued to Insider
      Participants under the Plan or any other Security-Based Compensation
      Arrangement of the Company within a one-year period, may not exceed 10% of
      the total combined number of issued and outstanding Common Shares and the
      number of Common Shares issuable upon due conversion of the issued and
      outstanding Preferred Shares; and

	 	 	 
	 	(d) 	
      if Options granted to an individual under the Plan in
      respect of certain Optioned Shares expire or terminate for any reason with
      or without having been exercised, such Optioned Shares may be made
      available for other Options to be granted under the
Plan.



5.        
 Eligibility 

            Options
may be granted under the Plan to such directors, officers, employees of, or
service providers to, the Corporation or its subsidiaries as the Board of
Directors may from time to time designate as participants (the
“Participants”) under the Plan. Subject to the provisions of the Plan,
the total number of Optioned Shares to be made available under the Plan and to
each Participant, the time or times and price or prices at which Options shall
be granted, the time or times at which such Options are exercisable and any
conditions or restrictions on the exercise of Options shall be in the full and
final discretion of the Board of Directors. 

            Notwithstanding
the expiration date applicable to any Option, if an Option would otherwise
expire during or immediately after a Black-out Period, then the expiration date
of such Option shall be the tenth business day following the expiration of the
Black-out Period, provided that in no event shall the period during which said
Option is exercisable be extended beyond 10 years from the date such Option is
granted to the Participant. Where used herein, “Black-out Period” means
the period during which the Corporation has imposed trading restrictions on its
Insiders and certain other persons pursuant to its insider trading and
disclosure policies. 




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6.         
Terms and Conditions 

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

	 	(a) 	
      Exercise Price

	 	 	 
	 		
      The exercise price payable in respect of each Optioned
      Share may not be lower than the volume weighted average trading price of
      the Common Shares on the TSX over a period of five days preceding the date
      of grant.

	 	 	 
	 	(b) 	
      Option Agreement

	 	 	 
	 		
      All Options granted under the Plan shall be evidenced by
      means of an agreement (the “Option Agreement”) between the
      Corporation and each Participant in a form as may be approved by the Board
      of Directors, such approval to be conclusively evidenced by the execution
      of the Option Agreement by any senior officer or director of the
      Corporation other than the Participant. The Corporation shall represent in
      each Option Agreement that the Participant is a bona fide director,
      officer, or employee of, or service provider to, the
Corporation.

	 	 	 
	 	(c) 	
      Length of Grant and Vesting

	 	 	 
	 		
      Each Option granted under the Plan shall expire not later
      than the 10th anniversary of the date such Option was granted and may be
      exercised by the Participant subject to such vesting (if any), during the
      term thereof as the Board of Directors shall determine (“Option
      Period”).

	 	 	 
	 	(d) 	
      Non-Assignability of Options

	 	 	 
	 		
      An Option granted under the Plan shall not be
      transferable or assignable (whether absolutely or by way of mortgage,
      pledge or other charge) by a Participant other than to a Participant’s
      Registered Retirement Savings Plan or wholly-owned corporation or by will
      or other testamentary instrument or the laws of succession and may be
      exercisable during the lifetime of the Participant only by such
      Participant.

	 	 	 
	 	(e) 	
      Right to Postpone Exercise

	 	 	 
	 		
      Each Participant, upon becoming entitled to exercise an
      Option in respect of any Optioned Shares in accordance with an Option
      Agreement, shall thereafter be entitled to exercise the Option to purchase
      such Optioned Shares at any time prior to the expiration or other
      termination of the Option Agreement or the Option rights granted
      thereunder in accordance with such agreement.







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	 	(f) 	
      Exercise and Payment

	 	 	 	 
	 		
      Any Option granted under the Plan may be exercised by a
      Participant or the legal representative of a Participant by giving notice
      to the Corporation specifying the number of Common Shares in respect of
      which such Option is being exercised, accompanied by payment (by cash or
      certified cheque payable to the Corporation) of the entire exercise price
      (determined in accordance with the Option Agreement) for the number of
      Common Shares specified in the notice. Upon any such exercise of an Option
      by a Participant, the Corporation shall promptly deliver to such
      Participant or the legal representative of such Participant, as the case
      may be, a share certificate in the name of such Participant or the legal
      representative of such Participant, as the case may be, representing the
      number of Common Shares specified in the notice.

	 	 	 	 
	 		
      If the Corporation is required under the Income Tax
      Act (Canada) or any other applicable law to remit to any governmental
      authority an amount on account of tax on the value of any taxable benefit
      associated with the exercise or disposition of Options by a Participant,
      then the Participant shall, concurrently with the exercise or
      disposition:

	 	 	 	 
	 		(i) 	
      pay to the Corporation, in addition to the exercise price
      for the Options, if applicable, sufficient cash as is determined by the
      Corporation to be the amount necessary to fund the required tax
      remittance;

	 	 	 	 
	 		(ii) 	
      where the Corporation so agrees, authorize the
      Corporation, on behalf of the Participant, to sell in the market on such
      terms and at such time or times as the Corporation determines such portion
      of the Common Shares being issued upon exercise of the Options as is
      required to realize cash proceeds in the amount necessary to fund the
      required tax remittance; or

	 	 	 	 
	 		(iii) 	
      make other arrangements acceptable to the Corporation to
      fund the required tax remittance.

	 	 	 	 
	 	(g) 	
      Rights of Participants

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

	 	 	 	 
	 	(h) 	
      Change of Control

	 	 	 	 
	 		
      Any Options outstanding immediately prior to the
      occurrence of a Change in Control, but which are not then exercisable,
      shall immediately vest and become fully exercisable upon the occurrence of
      a Change in Control. The term “Change of Control” shall mean any
      one or a combination of:







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	 	(i) 	
      any transaction at any time and by whatever means
      pursuant to which (A) the Corporation goes out of existence by any means,
      except for any corporate transaction or reorganization in which the
      proportionate voting power among holders of securities of the entity
      resulting from such corporate transaction or reorganization is
      substantially the same as the proportionate voting power of such holders
      of Corporation voting securities immediately prior to such corporate
      transaction or reorganization or (B) any Person or any group of two or
      more Persons acting jointly or in concert (other than the Corporation, a
      wholly-owned Subsidiary (as defined in the Securities Act
      (Ontario)) of the Corporation, an employee benefit plan of the
      Corporation or of any of its wholly-owned Subsidiaries, including the
      trustee of any such plan acting as trustee) hereafter acquires the direct
      or indirect “beneficial ownership” (as defined by the Business
      Corporations Act (Ontario)) of, or acquires the right to exercise
      control or direction over, securities of the Corporation representing 50%
      or more of the Corporation’s then issued and outstanding securities in any
      manner whatsoever, including, without limitation, as a result of a
      take-over bid, an exchange of securities, an amalgamation of the
      Corporation with any other entity, an arrangement, a capital
      reorganization or any other business combination or
  reorganization;

	 	 	 
	 	(ii) 	
      the sale, assignment or other transfer of all or
      substantially all of the assets of the Corporation to a Person other than
      a wholly-owned Subsidiary of the Corporation;

	 	 	 
	 	(iii) 	
      the dissolution or liquidation of the Corporation except
      in connection with the distribution of assets of the Corporation to one or
      more Persons which were wholly-owned Subsidiaries of the Corporation
      immediately prior to such event;

	 	 	 
	 	(iv) 	
      the occurrence of a transaction requiring approval of the
      Corporation’s shareholders whereby the Corporation is acquired through
      consolidation, merger, exchange of securities, purchase of assets,
      amalgamation, arrangement or otherwise by any other Person (other than a
      short form amalgamation or exchange of securities with a wholly-owned
      Subsidiary of the Corporation); or

	 	 	 
	 	(v) 	
      the Board passes a resolution to the effect that, for the
      purposes of some or all of the Option Agreements, an event set forth in
      (i), (ii), (iii) or (iv) above has occurred.




	 	(i) 	
      Alterations in Shares

	 	 	 
	 		
      In the event of a share dividend, share split, issuance
      of Common Shares or instruments convertible into Common Shares (other than
      pursuant to the Plan) for less than market value, share consolidation,
      share reclassification, exchange of Common Shares, recapitalization, amalgamation, merger,
      consolidation, corporate continuance, reorganization, liquidation or the
      like of or by the Corporation, the Board of Directors may make such
      adjustment, if any, of the number of Optioned Shares, or of the exercise
      price, or both, as it shall deem appropriate to give proper effect to such
      event, including to prevent, to the extent possible, substantial dilution
      or enlargement of rights granted to Participants under the Plan. In any
      such event, the maximum number of Common Shares available under the Plan
      may be appropriately adjusted by the Board of Directors. If because of a
      proposed merger, amalgamation or other corporate continuance or
      reorganization, the exchange or replacement of Common Shares in the
      Corporation for those in another corporation is imminent, the Board of
      Directors may, in a fair and equitable manner, determine the manner in
      which all unexercised Option rights granted under the Plan shall be
      treated including, for example, requiring the acceleration of the time for
      the exercise of such rights by the Participants and of the time for the
      fulfilment of any conditions or restrictions on such exercise. All
      determinations of the Board of Directors under this paragraph (j) shall be
      full and final,







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	 	(j) 	
      Termination for Cause

	 	 	 	 
	 		
      If a Participant is dismissed as a director, officer or
      employee of, or service provider to, the Corporation or one of its
      subsidiaries for cause, all unexercised Option rights of that Participant
      under the Plan shall immediately become terminated and shall lapse
      notwithstanding the original term of the Option granted to such
      Participant under the Plan.

	 	 	 	 
	 	(k) 	
      Retirement, Resignation or Termination

	 	 	 	 
	 		
      Subject to earlier termination pursuant to Section 6(k)
      above, if a Participant ceases to be a director, officer or employee of,
      or service provider to, the Corporation or of one of its subsidiaries as a
      result of:

	 	 	 	 
	 		(i) 	
      retirement at the normal retirement age prescribed by the
      Corporation pension plan, if any;

	 	 	 	 
	 		(ii) 	
      resignation; or

	 	 	 	 
	 		(iii) 	
      termination;



such Participant shall have the right
for a period of 120 days from the date of ceasing to be a director, officer,
employee or service provider to exercise the Option under the Plan with respect
to all Optioned Shares of such Participant to the extent they were exercisable
on the date of ceasing to hold any such position with the Corporation, or until
the normal expiry date of the Option rights of such Participant, whichever is
earlier. Upon the expiration of such period, all unexercised Option rights of
that Participant shall immediately become terminated and shall lapse
notwithstanding the original term of the Option granted to such Participant
under the Plan. 




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	 	(l) 	
      Disabled Participant

	 	 	 
	 		
      If a Participant ceases to be a director, officer or
      employee of, or service provider to, the Corporation or of one of its
      subsidiaries as a result of disability or illness preventing the
      Participant from performing the duties routinely performed by such
      Participant, such Participant shall have the right for a period of 180
      days (or until the normal expiry date of the Option rights of such
      Participant if earlier) from the date of ceasing to be a director,
      officer, employee or Service provider to exercise the Option under the
      Plan with respect to all Optioned Shares of such Participant to the extent
      they were exercisable on the date of ceasing to hold any such position.
      Upon the expiration of such 180 day period all unexercised Option rights
      of that Participant shall immediately become terminated and shall lapse
      notwithstanding the original term of the Option granted to such
      Participant under the Plan.

	 	 	 
	 	(m) 	
      Deceased Participant

	 	 	 
	 		
      In the event of the death of any Participant, the legal
      representatives of the deceased Participant shall have the right for a
      period of one year (or until the normal expiry date of the Option rights
      of such Participant if earlier) from the date of death of the Participant
      to exercise the deceased Participant’s Option with respect to all of the
      Optioned Shares of the deceased Participant to the extent they were
      exercisable on the date of death. Upon the expiration of such period all
      unexercised Option rights of the deceased Participant shall immediately
      become terminated and shall lapse notwithstanding the original term of the
      Option granted to the deceased Participant under the
  Plan.



7.         
Amendment and Discontinuance of Plan 

            The
Board has the discretion to make amendments to this Plan and any Options granted
hereunder which it may deem necessary, without having to obtain shareholder
approval. Such changes include, without limitation: 

	 	(i) 	
      minor changes of a “housekeeping” nature;

	 	 	 
	 	(ii) 	
      amending Options under the Plan, including with respect
      to the Option Period (provided that the period during which an Option is
      exercisable does not exceed ten years from the date the Option is granted
      and that such Option is not held by an Insider Participant), vesting
      period, exercise method and frequency, exercise price of an Option
      (provided that such Option is not held by an Insider Participant) and
      method of determining the exercise price, assignability and effect of
      termination of a Participant’s employment or cessation of the
      Participant’s directorship;

	 	 	 
	 	(iii) 	
      changing the class of Participants eligible to
      participate under the Plan;







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	 	(iv) 	
      changing the terms and conditions of any financial
      assistance which may be provided by the Company to Participants to
      facilitate the purchase of Common Shares under the Plan; and

	 	 	 
	 	(v) 	
      adding a cashless exercise feature, payable in cash or
      securities, whether or not providing for a full deduction of the number of
      underlying Common Shares from the Plan reserve.



            Shareholder
approval will be required in the case of: (i) any amendment to the amendment
provisions of the Plan; (ii) any increase in the maximum number of Common Shares
issuable under the Plan; and (iii) any reduction in the exercise price or
extension of the Option Period benefiting an Insider Participant, in addition to
such other matters that may require shareholder approval under the rules and
policies of the TSX. 

8.          No
Further Right 

            Nothing
contained in the Plan nor in any Option granted hereunder shall give any
Participant or any other person any interest or title in or to any Common Shares
of the Corporation or any rights as a shareholder of the Corporation or any
other legal or equitable right against the Corporation whatsoever other than as
set forth in the Plan and pursuant to the exercise of any Option, nor shall it
confer upon the Participants any right to continue as an officer or employee of
the Corporation or of its subsidiaries. 

9.        
 Compliance with Laws 

      
     The obligations of the Corporation to sell Common
Shares and deliver share certificates under the Plan are subject to such
compliance by the Corporation and the Participants with all applicable corporate
and securities laws as the Corporation deems necessary or advisable.