Trillium Therapeutics Inc. - Exhibit 4.6 - Filed by newsfilecorp.com






Exhibit 4.6

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

DEFERRED SHARE UNIT PLAN 
FOR DIRECTORS AND
EXECUTIVE OFFICERS 
Amended and Restated on May 27, 2014 

 

PART l - GENERAL PROVISIONS 

Purpose 

1.1        The purpose of
this Plan is to provide an alternative form of compensation to satisfy annual
and special bonuses payable to Directors and Executive Officers and to satisfy
fees that may be payable to Directors for acting as directors of the Company.
This form of compensation promotes a greater alignment of interests amongst
Directors and Executive Officers and the Company's shareholders. 

Definitions 

1.2        In this Plan,


Annual Board Retainer means the annual retainer paid by
the Company to a Director, but does not include Chair Fees, Committee Fees and
Meeting Fees. 

Applicable Withholding Tax has the meaning set forth in
Section 3.4; 

Awarded Amount has the meaning set forth in Section 2.1;


Board means the Board of Directors of the Company; 

Chair means the chair of the Board; 

Chair Fees means the fees or retainers, other than
Meeting Fees, the Annual Board Retainer and Committee Fees, paid by the Company
to a Director for service as the Chair and as chairperson of a committee of the
Board; 

Committee means the Compensation Committee of the Board,
or any other persons designated by the Board to perform the duties contemplated
herein; 

Committee Fees means the fees or retainers, other than
Meeting Fees, the Annual Board Retainer and Chair Fees, paid by the Company to a
Director for service on a committee of the Board; 

Company means Trillium Therapeutics Inc.; 

Deferred Share Unit means a right granted by the Company
to an Eligible Person to receive, on a deferred payment basis, a Share on the
terms contained in this Plan; 

Director means any Director of the Company, or a
subsidiary of the Company, appointed and approved by the Board or the
shareholders; 




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Eligible Person means any person who is a Director or
Executive Officer; 

Executive Officer means the Chief Executive Officer,
President, Chief Financial Officer and any senior officer of the Company, or any
subsidiary of the Company or any persons acting in any such capacity on behalf
of the Company or subsidiary of the Company; 

Fair Market Value means the five-day volume weighted
average trading price, being the VWAP (as the term VWAP is defined in the TSX
Company Manual), as at, and including, the relevant determination date or such
other applicable date referenced herein provided that such date is a business
day and if it is not then calculated as at and including the last business day
which preceded such applicable date referenced herein, except that if the Shares
are not listed on the TSX, the Fair Market Value will be the value established
by the Board based on the five-day average closing price per Share on any other
public exchange on which the Shares are listed calculated as at, and including,
the relevant determination date or such other applicable date referenced herein
provided that such date is a business day and if it is not then calculated as at
and including the last business day which proceeded such applicable date
referenced herein, or if the Shares are not listed on any public exchange, by
the Board based on its determination of the fair value of a Share; 

Director Fees means the aggregate total of the Annual
Board Retainer, Chair Fees, Committee Fees, Meeting Fees and any other fees
payable to a Director; 

Insider means an “insider” as defined in Section 613 of
the TSX Company Manual; 

Meeting Fees means the fees or retainers, other than the
Annual Board Retainer, Chair Fees, and Committee Fees, paid by the Company to a
Director for attending meetings of the Board or any committee of the Board; 

Option means the right to purchase Shares granted
pursuant to the Company's stock option plan approved by the Board, as may be
amended from time to time in accordance with its terms, or any successor plan
accepted for filing by the TSX; 

Outstanding Issue means the combined total number of
Shares outstanding and the number of Shares issuable upon conversion of the
issued and outstanding First Preferred Shares of the Company in accordance with
their terms; 

Plan means this Deferred Share Unit Plan, as amended
from time to time; 

Reserved for Issuance refers to Shares that may be
issued in the future upon the exercise of Options granted under the Company’s
stock option plan, Deferred Share Units which have been or are granted pursuant
to this Plan or pursuant to any other Share Compensation Arrangements; 

Section 409A means Section 409A of the United States
Internal Revenue Code of 1986, as amended, and any applicable United States
Treasury Regulations and other binding regulatory guidance thereunder; 

Separation from Service of a US Taxpayer means the date
the US Taxpayer incurs a separation from service with the Company within the
meaning of U.S. Treas. Regs. § 1.409A -1(h); 




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Service Provider means a person who is a bona fide
director, officer, employee or consultant of the Company or its affiliates, and
also includes a company, of which 100% of the share capital is beneficially
owned by one or more such persons; 

Share means a common share in the capital of the
Company; 

Share Compensation Arrangement means the Plan described
herein and any other stock option, stock option plan, employee stock purchase
plan or any other compensation or incentive mechanism involving the issuance or
potential issuance of shares to one or more Eligible Persons, including a share
purchase from treasury which is financially assisted by the Company by way of a
loan, guaranty or otherwise; 

Specified Employee means a US Taxpayer who meets the
definition of “specified employee,” as defined in Section 409A(a)(2)(B)(i) of
the Code; 

Terminated Service means that the Eligible Person has
ceased to be a Director or Executive Officer, other than as a result of death;


Total Compensation for a particular Eligible Person
means the aggregate of:

	 	(a) 	
      the discretionary annual bonus determined by the Board
      for which Directors or Executive Officers are eligible, and

	 	 	 
	 	(b) 	
      a bonus, that is not an annual bonus, that may be awarded
      to a Director or Executive Officer at the discretion of the Board;
    and

	 	 	 
	 	(c) 	
      Director Fees.



TSX means the Toronto Stock Exchange; 

US Taxpayer means an Eligible Person whose compensation
from the Company is subject to Section 409A. 

Effective Date 

1.3        Subject to the
acceptance by the TSX, this Plan will be effective immediately upon the approval
of the shareholders of the Company at the Company’s Annual and Special Meeting
to be held May 27, 2014. 

Administration 

1.4        The Board will,
in its sole and absolute discretion, but taking into account relevant corporate,
securities and tax laws, 

	 	(a) 	
      interpret and administer this Plan,

	 	 	 
	 	(b) 	
      establish, amend and rescind any rules and regulations
      relating to this Plan, and

	 	 	 
	 	(c) 	
      make any other determinations that the Board deems
      necessary or desirable for the administration of this
  Plan.



The Board may correct any defect or any omission or reconcile
any inconsistency in this Plan in the manner and to the extent the Board deems,
in its sole and absolute discretion, necessary or desirable. Any decision of the Board in the interpretation and
administration of this Plan will be final, conclusive and binding on all parties
concerned. All expenses of administration of this Plan will be borne by the
Company. 




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Delegation 

1.5        The Board may, to
the extent permitted by law, delegate any of its responsibilities under this
Plan and powers related thereto (including, without limiting the generality of
the foregoing, those referred to under Section 1.4) to the Committee or to one
or more officers of the Company and all actions taken and decisions made by the
Committee or by such officers in this regard will be final, conclusive and
binding on all parties concerned, including, but not limited to, the Company,
the Eligible Person, and their legal representatives. 

PART 2 - AWARDS UNDER THIS PLAN 

Determination of Deferred Share Units 

2.1        The Board will,
in its sole and absolute discretion, decide at the time of declaring or awarding
any Total Compensation to any Eligible Person the amount (the "Awarded
Amount") of the Total Compensation that will be satisfied in the form of
Deferred Share Units. 

Issue of Deferred Share Units 

2.2        The number of
Deferred Share Units (including fractional Deferred Share Units, computed to
three digits) to be credited to an Eligible Person for services will be
determined by dividing the Awarded Amount by the Fair Market Value as at the
last trading day before the date the Awarded Amount is declared by the Board.


Maximum Shares Reserved 

2.3        Subject to
adjustment as provided for herein, the maximum aggregate number of Shares that
may be Reserved for Issuance pursuant to this Plan is 2,000,000 Shares (subject
to adjustment as provided for herein). 

2.4        In no event may
the number of Shares that are Reserved for Issuance to any one person pursuant
to Deferred Share Units and Options exceed 5% of the Outstanding Issue. 

2.5        The maximum
aggregate number of Shares that, under all Share Compensation Arrangements,

	 	(a) 	
      may be Reserved for Issuance to Insiders of the Company,
      may not exceed 10% of the Outstanding Issue at any time, and

	 	 	 
	 	(b) 	
      may be issued to Insiders within a one-year period, may
      not exceed 10% of the Outstanding Issue.



2.6        For the purposes
of Section 2.5, Shares issuable to an Insider pursuant to a Deferred Share Unit
or other entitlement that was granted before the person became an Insider will
be excluded in determining the number of Shares issuable to Insiders. 




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Shares Not Acquired 

2.7        Any Shares not
acquired under a Deferred Share Unit granted under the Plan which has expired or
been cancelled or terminated may be made the subject of a further Deferred Share
Unit pursuant to the provisions of the Plan. 

Dividend Equivalents 

2.8        On any date on
which a cash dividend is paid on Shares, an Eligible Person's account will be
credited with the number of Deferred Share Units (including fractional Deferred
Share Units, computed to three digits) calculated by,

	 	(a) 	
      multiplying the amount of the dividend per Share by the
      aggregate number of Deferred Share Units that were credited to the
      Eligible Person's account as of the record date for payment of the
      dividend, and

	 	 	 
	 	(b) 	
      dividing the amount obtained in Section 2.8(a) by the
      Fair Market Value on the date on which the dividend is
  paid.



Eligible Person's Account 

2.9        A written
confirmation of the balance in each Eligible Person's account will be sent by
the Company to the Eligible Person upon request of the Eligible Person. 

Adjustments and Reorganizations 

2.10      In the event of any dividend
paid in shares, share subdivision, combination or exchange of shares, merger,
consolidation, spin-off or other distribution of Company assets to shareholders,
or any other change in the capital of the Company affecting Shares, the Board,
in its sole and absolute discretion, will make, with respect to the number of
Deferred Share Units outstanding under this Plan, any proportionate adjustments
as it considers appropriate to reflect that change. 

PART 3 - TERMINATION OF SERVICE 

Termination of Service

3.1        An Eligible
Person who has Terminated Service may elect to receive one Share in respect of
each whole Deferred Share Unit credited to the Eligible Person's account
(determined in accordance with Section 3.2), by filing with the President of the
Company a notice of redemption in the form prescribed from time to time by the
Company on or before December 15 of the first calendar year commencing after the
date on which the Eligible Person has Terminated Service. If the Eligible Person
fails to file such notice on or before that December 15, the Eligible Person
will be deemed to have filed with the President of the Company a notice of
redemption on that December 15 and will be deemed to have elected to redeem all
of his or her Deferred Share Units. The date on which a notice is filed or
deemed to be filed with the Secretary of the Company is the "Filing Date". The
Company may defer the Filing Date to any other date if such deferral is, in the
sole opinion of the Company, desirable to ensure compliance with Section 4.3.





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Issuance of Shares 

3.2        The issuance of
the Shares will be made by the Company as soon as reasonably possible following
the Filing Date. In no event will the issuance be made later than December 31 of
the first calendar year commencing after the Eligible Person has Terminated
Service. Fractional Shares may not be issued, and where an Eligible Person would
be entitled to receive a fractional Share in respect of any fractional Deferred
Share Unit, the Company will pay to such Eligible Person, in lieu of such
fractional Share, cash equal to its Fair Market Value, calculated as at the
Filing Date. 

3.3        Notwithstanding
the foregoing provisions of Section 3.1 and Section 3.2, if an Eligible Person
is a US Taxpayer, then the following rules shall apply relating to the
redemption of Deferred Share Units and issuance of Shares: 

	 	(a) 	
      Deferred Share Units which become redeemable under
      Section 3.1 shall be redeemed only if the event giving rise to Terminated
      Service is a Separation from Service; and

	 	 	 
	 	(b) 	
      the redemption date shall be any date determined by the
      Company (and not the US Taxpayer) to occur as soon as reasonably
      possible (but not later than two months) after the Separation from
      Service, without a notice of filing required by the Eligible Person,
      except that if the US Taxpayer is determined to be a Specified Employee,
      the redemption date shall be the first day of the seventh month after the
      Separation from Service of the US Taxpayer.



Death 

3.4        In the event of
the death of an Eligible Person, the Company will, within two months of the
Eligible Person's death, pay cash equal to the Fair Market Value of the Shares
which would be deliverable to the Eligible Person if the Eligible Person had
Terminated Service in respect of the Deferred Share Units credited to the
deceased Eligible Person's account (net of any Applicable Withholding Tax) to or
for the benefit of the legal representative of the Eligible Person. The Fair
Market Value will be calculated on the date of death of the Eligible Person.


Applicable Withholding Tax 

3.5        The Company is
authorized to deduct such taxes and other amounts as it may be required by law
to withhold ("Applicable Withholding Tax"), in such manner as it
determines, including, without limiting the generality of the foregoing, by
delivering fewer Shares than an Eligible Person otherwise would have received.
In addition to, or as an alternative to the foregoing, the Company may require
Eligible Persons, as a condition precedent to the issuance and delivery of
Shares otherwise to be delivered to them under this Plan, to deliver payment in
full of the Applicable Withholding Tax to the Company or undertakings to, or
indemnities in favour of, the Company respecting the payment by such Eligible
Persons of applicable income or other taxes. 




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PART 4 - GENERAL 

Non-Transferability 

4.1        Deferred Share
Units and all other rights, benefits or interests in this Plan are
non-transferable and may not be pledged or assigned or encumbered in any way and
are not subject to attachment or garnishment, except that if the Eligible Person
dies, the legal representatives of the Eligible Person will be entitled to
receive the amount of any payment otherwise payable to the Eligible Person
hereunder in accordance with the provisions hereof. 

No Right to Service 

4.2        Neither
participation in this Plan nor any action under this Plan will be construed to
give any Eligible Person a right to be retained in the service of the Company.


Applicable Trading Policies 

4.3        The Board and
each Eligible Person will ensure that all actions taken and decisions made by
the Board or the Eligible Person, as the case may be, pursuant to this Plan
comply with any applicable securities laws and policies of the Company relating
to insider trading or "blackout" periods. 

Successors and Assigns 

4.4        This Plan will
enure to the benefit of and be binding upon the respective legal representatives
of the Eligible Person. 

Plan Amendment 

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

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

	 	 	 
	 	(b) 	
      amending the terms of Deferred Share Units under the Plan
      and method of determining the Awarded Amount and the number of Deferred
      Share Units that may be issued to an Eligible Person, and the
      assignability and effect of Terminated Service of an Eligible
    Person;

	 	 	 
	 	(c) 	
      changing the class of Eligible Persons; and

	 	 	 
	 	(d) 	
      changing the method and procedures to be followed with
      regard to the issuance of Deferred Share Units under the
  Plan.



4.6        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) such other matters
that may require shareholder approval under the rules and policies of the TSX. 




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Plan Termination 

4.7        The Board may
terminate this Plan at any time, but no termination will, without the consent of
the Eligible Person or unless required by law, adversely affect the rights of an
Eligible Person with respect to Deferred Share Units to which the Eligible
Person is then entitled under this Plan. In no event will a termination of this
Plan accelerate the time at which the Eligible Person would otherwise be
entitled to receive any Shares or cash in respect of Deferred Share Units
hereunder. 

Governing Law 

4.8        This Plan and all
matters to which reference is made in this Plan will be governed by and
construed in accordance with the laws of Ontario and the laws of Canada
applicable therein. 

Reorganization of the Company 

4.9        The existence of
this Plan or Deferred Share Units will not affect in any way the right or power
of the Company or its shareholders to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's capital
structure or its business, or to create or issue any bonds, debentures, shares
or other securities of the Company or to amend or modify the rights and
conditions attaching thereto or to effect the dissolution or liquidation of the
Company, or any amalgamation, combination, merger or consolidation involving the
Company 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 otherwise.


No Shareholder Rights 

4.10      Deferred Share Units are not
considered to be Shares or securities of the Company, and an Eligible Person
whose account is credited with Deferred Share Units will not, as such, be
entitled to exercise voting rights or any other rights attaching to the
ownership of Shares of other securities of the Company, or be considered the
owner of Shares by virtue of such crediting of Deferred Share Units. 

No Other Benefit 

4.11      No amount will be paid to,
or in respect of, an Eligible Person under this Plan to compensate for a
downward fluctuation in the price of a Share, nor will any other form of benefit
be conferred upon, or in respect of, an Eligible Person for such purpose. 

Unfunded Plan 

4.12      For greater certainty, this
Plan will be an unfunded plan, including for tax purposes. Any Eligible Person
holding Deferred Share Units or related accruals under this Plan will have the status of a general unsecured creditor of the Company with
respect to any relevant rights hereunder.