Exhibit 10.3


 


UNITED ROYALE HOLDINGS CORP.


DEFERRED SHARE UNIT PLAN


 


1.       Plan
Purpose


 


The purpose of the Deferred Share Unit Plan for
(the “Plan”) is to provide to attract, retain, and motivate employees, officers, directors, consultants, agents, advisors
and independent contractors of the Company and its Related Companies by providing them the opportunity to acquire awards tied to the
long term growth in value of the Company’s common shares.


 


2.       Description
of Units


 


(a) This motivation is provided
by the grant of Deferred Share Units (“DSU’s”), which give the Participant the right, subject to the terms and conditions
herein, to receive from the Company, after termination of employment with the Company or a Related Company, an amount in respect of each
DSU that is equal to the Exercise Price (as defined below) of the DSU.


 


(b) The “Exercise Price”
of a DSU for a Participant is the average of the closing prices of common shares of the Company on OTCMarkets.com for the five (5) consecutive
trading days (the “Average Closing Price”) immediately prior to the date that the DSU is exercised by the Participant.


 


(c) The number of DSU’s
issuable pursuant to this Plan shall be equal to twenty percent (20%) of the Company’s issued and outstanding common stock at any
given time.


 


3.       Eligibility
and Awards


 


(a) DSU’s will be granted
only to those individuals who are selected by the Company, from time to time, to be a Participant and who, within the time periods and
in the form of election specified by the Company, elect to receive DSU’s. Individual awards under this Plan will be granted from
time to time in the sole discretion of the Company.


 


(b) The number of DSU’s
granted to a Participant for any year will be determined by dividing (i) the dollar amount of the award that the Participant received
as DSU’s for that year by (ii) the Average Closing Price immediately prior to the earliest date, as determined by the Company,
that the entire award would have been paid to the Participant (the “Bonus Payment Date”). Those DSU’s will be granted
effective the Bonus Payment Date.


 


(c)       Any
fractional DSU’s that are granted to a Participant will be rounded to the nearest tenth of a DSU.


 


(d) If the Company believes
that a Participant (1) may have engaged in activity that may be detrimental to the Company or (2) may have accepted employment with another
employer or otherwise intended to terminate employment with the Company or a Related Company other than with the consent of Company,
the Company may suspend such Participant’s DSU’s pending an investigation of the matter.


 


(e) The grant of DSU’s
is provisional until cash is paid in settlement thereof, except to the extent the Company shall have declared the DSU’s to be vested
and non-forfeitable. If, while the grant of DSU’s is provisional, (1) the Participant terminates employment with the Company or
a Related Company other than with the Company’s consent, except for termination of employment due to death, or (2) the Participant
is determined by the Company to have engaged in activity that is detrimental to the Company, the DSU’s shall be forfeited, if the
Company so determines, as of the time of termination of employment, or the date such activity is determined to be detrimental, as the
case may be.


 


 


 






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4.       Exercise
of DSU’s


 


(a) DSU’s may be exercised
only after termination of employment, including termination of employment due to death, with the Company or a Related Company.


 


(b) No DSU may be exercised
unless all of the DSU’s granted to a Participant are exercised by the Participant on the same date.


 


(c) DSU’s may be exercised
by a Participant by a written notice of exercise sent to the Company at such address as the Company may specify from time to time. The
Participant must specify in the notice of exercise an exercise date for the DSU’s granted to the Participant, which exercise date
must be not earlier than the date of actual receipt by the Company of the written notice to exercise DSU’s. In addition, except
as provided in subparagraph 4(d)(i), the exercise date of a Participant’s DSU’s must be no later than December 31 of the
year following the year in which the termination of employment of the Participant occurred (the “Final Exercise Deadline”).
If a Participant’s DSU’s are not exercised by the Participant by the Final Exercise Deadline, then those DSU’s will
be deemed to be exercised on the Final Exercise Deadline.


 


(d) For U.S. taxpayers, subject
to United States Internal Revenue Code, Section 409A, for DSU’s earned after December 31, 2004,


 


(i)       the
exercise date must not be later than five (5) months after the date of termination of employment, including termination of employment
due to death, with the Company or a Related Company (the “Final Exercise Date”). If the Participant’s DSU’s are
not exercised by the Participant by the Final Exercise Date, then those DSU’s will be deemed to be exercised on the Final Exercise
Date; and


 


(ii)       the
date for the cash payment from the Plan will be six (6) months after the date of termination of employment, including termination of
employment due to death, with the Company or a Related Company.


 


5.       Method
of Payment


 


(a) Except as provided in
subparagraph 4(d)(ii), a cash payment will normally be made as soon as practicable after the exercise date for a Participant’s
DSU’s.


 


(b) Payments will be reduced
by any amount required to be withheld by any government authority.


 


6.       Significant
Changes


 


In the case of any subdivision, consolidation,
reclassification of the shares of the Company, or other relevant change in the capitalization of the Company or the payment of a dividend
on the shares of the Company other than in cash, the Company, in its discretion, may make appropriate adjustments in the number and Exercise
Price of granted DSU’s, and an adjustment by the Company shall be conclusive as to the number of DSU’s and Exercise Price
for a DSU and shall be final and binding upon all persons. All changes to this Plan will be recorded on the Plan Adoption and Amendments/Adjustments
Summary Page attached hereto.


 


7.       Other


 


(a) The Company reserves
the right to amend, suspend, or terminate the Plan at any time with respect to future grants of DSU’s, including but not restricted
to the future grant of DSU’s after a Participant has elected to receive all or part of a potential annual performance bonus award
but before DSU’s are granted to the Participant for that election.


 


(b) The Company shall maintain
a record of DSU’s granted to Participants and that record shall be final and binding upon all persons.


 


 


 






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(c) No right created by the
granting of a DSU can be pledged in any circumstance, nor can it be assigned except in the case of death. Any attempt to pledge or assign
may, in the discretion of the Company, result in the participant’s forfeiture of the rights created herein.


 


(d) The Company will determine
conclusively all questions arising in the administration or interpretation of this Plan and such a determination shall be final and binding
upon all persons.


 


(e) The Plan shall be administered
by the Company’s compensation committee or, in the Board’s sole discretion, the Board. Nothing in this Plan requires the
Company to have a compensation committee.


 


(f) No individual or Participant
shall have any claim to be granted any Award under the Plan, and the Company has no obligation for uniformity of treatment of Participants
under the Plan. Furthermore, nothing in the Plan or any Award granted under the Plan shall be deemed to constitute an employment contract
or confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with,
the Company or any Related Company or limit in any way the right of the Company or any Related Company to terminate a Participant’s
employment or other relationship at any time, with or without cause.


 


(g) Each person who is or
shall have been a member of the Board, or a committee appointed by the Board, or an officer of the Company to whom authority was delegated,
shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon
or reasonably incurred by such person in connection with or resulting from any claim, action, suit or proceeding to which such person
may be a party or in which such person may be involved by reason of any action taken or failure to act under the Plan and against and
from any and all amounts paid by such person in settlement thereof, with the Company’s approval, or paid by such person in satisfaction
of any judgment in any such claim, action, suit or proceeding against such person; provided, however, that such person shall give the
Company an opportunity, at its own expense, to handle and defend the same before such person undertakes to handle and defend it on such
person’s own behalf. This duty to indemnify shall not apply to the extent that (i) such loss, cost, liability or expense is a result
of such person’s own willful misconduct or (ii) such indemnification is expressly prohibited by statute. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to which such person may be entitled under the Company’s
certificate of incorporation or bylaws, as a matter of law, or otherwise, or of any power that the Company may have to indemnify or hold
harmless.


 


(h) Unless otherwise provided
by the Board or in the instrument evidencing the Award or in a written employment, services or other agreement, no Award shall entitle
the Participant to any cash dividend, voting or other right of a stockholder.


 


(i) All obligations of the
Company under the Plan with respect to Awards shall be binding on any successor to the Company, whether the existence of such successor
is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all the business and/or
assets of the Company.


 


(j) If any provision of the
Plan or any Award is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify
the Plan or any Award under any law deemed applicable by the Company, such provision shall be construed or deemed amended to conform
to applicable laws, or, if it cannot be so construed or deemed amended without, in the Company’s determination, materially altering
the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of
the Plan and any such Award shall remain in full force and effect.


 


(k) The Plan, all Awards
granted thereunder and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of
the United States, shall be governed by the laws of the State of Nevada without giving effect to principles of conflicts of law. Participants
irrevocably consent to the nonexclusive jurisdiction and venue of the state and federal courts located in the State of Nevada.


 


(l) The granting of Awards
and the issuance of DSU’s under the Plan are subject to all applicable laws, rules and regulations and to such approvals by any
governmental agencies or national securities exchanges as may be required.


 


 


 






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8.        Definitions


 


As used herein, the below terms shall have the
following meaning ascribed to them:


 


(a)   “Average
Closing Price” shall have the meaning set forth in Section 2(b).


 


(b)   “Board”
means the Board of Directors of the Company.


 


(c)   “Bonus
Payment Date” shall have the meaning set forth in Section 3(b).


 


(d)   “Company”
means United Royale Holdings Corp., a Nevada corporation.


 


(e)   “DSU”
shall have the meaning set forth in Section 2(a).


 


(f)    “Exercise
Price” shall have the meaning set forth in Section 2(b).


 


(g)   Final Exercise
Deadline shall have the meaning set forth in Section 4(c).


 


(h)   Final Exercise
Date shall have the meaning set forth in Section 4(d)(i).


 


(i)    
“including”, “include”, “includes” and words of similar import shall be construed broadly as if followed
by the phrase “without limitation”.


 


(j)    
“Participant” means any eligible person to whom an award is granted under this Plan.


 


(k)   “Plan”
means this United Royale Holdings Corp. 2021 Deferred Share Unit Plan.


 


(l)    
‘‘Related Company” means any entity that is directly or indirectly controlled by, in control of or under common control
with the Company.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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PLAN ADOPTION AND AMENDMENTS/ADJUSTMENTS


SUMMARY PAGE


 


	Date of Board

    Action
	 	Action	 	Section/Effect

    of Amendment
	 	Date of Shareholder

    Approval

	 	 	 	 	 	 	 
	August ____, 2021	 	Initial Plan Adoption	 	 	 	August ____, 2021
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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