Exhibit 10.1
 
 RESTRICTED SHARE UNIT PLAN
 Company Plan
 1.
    
    PurposesThe principal purposes of the Plan are as follows:
 (a)
    
    to strengthen the ability of the Company to attract and retain qualified
Service Providers which the Company and its Affiliates require;
 (b)
    
    to align the interests of Service Providers with the interests of the Companys
shareholders; and
 (c)
    
    to focus management of the Company and its Affiliates on operating and
financial performance and total long-term shareholder return by providing an increased
incentive to contribute to the Companys growth and profitability.
 2.
    
    Definitions
  (a)
    
    Accelerated Vesting Event means, in respect of a Grantee, a Termination
Without Cause occurring within six months of the effective time of a Change of Control;
 (b)
    
    Affiliate has the meaning set forth in Section 1(2) of the Securities Act
(Ontario), as amended, and 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
and, for the purposes of this Plan, a reference to an Affiliate shall mean an Affiliate
of the Company within such meaning;
 (c)
    
    Board means the board of directors of the Company as it may be constituted
from time to time;(d)
    
    Change of Control means an event pursuant to which:
 (i)
    
    a merger, amalgamation, arrangement, consolidation,
reorganization or transfer takes place in which securities of the Company
having more than 50% of the total combined voting power of the Companys
outstanding voting securities are acquired by a person or persons different
from the persons holding those voting securities immediately prior to such
event, and the composition of the Board following such event is such that the
directors of the Company prior to the transaction constitute less than 50% of
the Board membership following the event; or




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(ii)
    
    any person, or any combination of persons acting jointly or in
concert by virtue of an agreement, arrangement, commitment, or understanding
acquires, directly or indirectly, 50% or more of the voting rights attached to
all outstanding voting securities; or
 (iii)
    
    any person or any combination of persons acting jointly or in
concert by virtue of an agreement, arrangement, commitment or understanding
acquires, directly or indirectly, the right to appoint a majority of the
directors of the Company; or
 (iv)
    
    the Company sells, transfers or otherwise disposes of all or
substantially all of its assets, except that no Change of Control will be
deemed to occur if such sale or disposition is made to a subsidiary or
subsidiaries of the Company;
 (e)
    
    Committee has the meaning set forth in Section 3 hereof;
 (f)
    
    Consultant means a person or company, other than an employee, executive
officer or director of the Company or an Affiliate that:
 (i)
    
    is engaged to provide services to the Company or an Affiliate;
 (ii)
    
    provides services under a written contract with the Company or
an Affiliate; and
 (iii)
    
    spends or will spend a significant amount of time and
attention on the affairs and business of the Company or an Affiliate;
  (g)
    
    Disability means a physical or mental incapacity of the Grantee that has
prevented the Grantee from performing the duties customarily assigned to the Grantee
for one hundred and eighty (180) days, whether or not consecutive, out of any twelve
(12) consecutive months and that are in the opinion of the Board likely to continue;
 (h)
    
    Exchange means the principal stock exchange upon which the Shares are listed
or upon which the Shares have been approved for listing;
 (i)
    
    Fair Market Value means, with respect to a Share on any date, the weighted
average price of the Shares on the Exchange for the five days on which Shares were
traded immediately preceding that date; provided that if the Shares are not listed for
trading on a stock exchange on such date, the Fair Market Value shall be the price per
Share as the Board, acting in good faith, may determine;
 (j)
    
    Grant Date means the effective date of the granting of a Unit Award as is
specified in the applicable Unit Award Agreement between the Company to the Grantee;(k)
    
    Grantee has the meaning set forth in Section 4 hereof;
 (l)
    
    Performance Measures for any fiscal year or other period that the Board in
its sole discretion shall determine, means the performance measures to be taken into
consideration in awarding Restricted Share Units under the Plan;
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(m)
    
    Plan Trustee means a Plan Trustee appointed by the Company pursuant to the
terms of an employee benefit plan trust agreement providing for contributions by the
Company to a trust created thereunder for the purpose of purchasing Shares on the open
market to be delivered to holders of Unit Awards pursuant to Section 5(c)(iii);
 (n)
    
    Restricted Share Unit means the right of a Grantee to receive a Share or a
cash payment on the Vesting Date of such Restricted Share Unit, subject to adjustment
pursuant to the provisions of Section 5, in the manner and subject to the terms and
provisions set forth in the Plan and the applicable Unit Award Agreement;
 (o)
    
    Retirement shall have such meaning as the Committee or the Board shall
determine from time to time;(p)
    
    Service Provider has the meaning set forth in Section 4 hereof;(q)
    
    Shareholder means a holder of Shares;(r)
    
    Shares means common shares in the capital of the Company;(s)
    
    Termination Without Cause has the meaning set forth in Section 5 hereof;
 (t)
    
    Trust Fund means one or more trust funds, as specified by the Committee,
established by the Company for the purpose of funding Unit Awards granted pursuant to
the Plan;(u)
    
    Unit Award means an award of Restricted Share Units under the Plan;(v)
    
    Unit Award Agreement has the meaning set forth in Section 5 hereof; and
 (w)
    
    Vesting Date means, with respect to any Restricted Share Unit, the date,
determined in accordance with Section 5(b), upon which the Shares or cash to be
received thereunder shall become deliverable to the Grantee of such Restricted Share
Unit.
 3.
    
    Administration
 Committee
 (a)
    
    to make Unit Awards;(b)
    
    to determine the Fair Market Value of the Shares on any date;
 (c)
    
    to determine the Service Providers to whom, and the time or times at which,
Unit Awards shall be granted;
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(d)
    
    to determine the number of Restricted Share Units to be awarded pursuant to
each Unit Award;
 (e)
    
    to determine the Vesting Dates of the Restricted Share Units provided that the
Vesting Date for all Restricted Share Units granted under a particular Unit Award shall
not be later than November 30 of the third year following the year in which the
particular Unit Award was made;(f)
    
    to prescribe, amend and rescind rules and regulations relating to the Plan;(g)
    
    to interpret the Plan;(h)
    
    to appoint or replace the Plan Trustee;
 (i)
    
    to determine the terms and provisions of Unit Award Agreements (which need not
be identical) entered into in connection with Unit Awards; and
 (j)
    
    to make all other determinations deemed necessary or advisable for the
administration of the Plan.
   4.
    
    Eligibility and Award Determination
 Service Providers Grantees
 (a)
    
    compensation data for comparable benchmark positions among the Companys
competitors;(b)
    
    the duties and seniority of the Service Provider;
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(c)
    
    the performance of the Service Provider in the prior year relevant to the
Performance Measures of the Company for the relevant performance period;
 (d)
    
    individual and/or departmental contributions and potential contributions to the
success of the Company; and
 (e)
    
    such other factors as the Committee shall deem relevant in connection with
accomplishing the purposes of the Plan.
 5.
    
    Terms and Conditions of Unit Awards
 Unit Award Agreement
 (a)
    
    Number of Restricted Share Units  The Committee shall determine the
number of Restricted Share Units to be awarded to a Grantee pursuant to the Unit Award
in accordance with the provisions set forth in Section 4 of the Plan.
 (b)
    
    Vesting Date  Subject to Section 3(e) and the remaining provisions of
this Section 5, with respect to any Unit Award, the Restricted Share Units thereunder
shall vest as follows:
 (i)
    
    as to 33 1/3 % of the Restricted Share Units with respect to
such Unit Award on the first anniversary of the Grant Date;
 (ii)
    
    as to 33 1/3 % of the Restricted Share Units with respect to
such Unit Award on the second anniversary of the Grant Date; and
 (iii)
    
    as to 33 1/3 % of the Restricted Share Units with respect to
such Unit Award on the third anniversary of the Grant Date;
  (c)
    
    Payment in Respect of Restricted Share Units
 (i)
    
    Notwithstanding anything else contained herein, for a Grantee
who is subject to tax in a jurisdiction outside of Canada (including a Grantee
who may also be subject to tax in Canada), the Company, or the Affiliate in
whose service the Grantee may be, shall pay on a Vesting Date to such Grantee a
cash payment equal to the Fair Market Value of a Share on such Vesting Date
multiplied by the number of Restricted Share Units that vest in the Grantee on
such Vesting Date (as adjusted in accordance with the relevant provisions set
forth in this Section 5), in consideration for the surrender by the Grantee of
the right to receive such cash payment under such Unit Award.
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(ii)
    
    Subject to Section 5(c)(i), the Committee may at any time
decide in its sole discretion that the Company, or the Affiliate in whose
service the Grantee may be, will pay on a Vesting Date to such Grantee a cash
amount equal to the Fair Market Value of the Shares that would be otherwise
deliverable on such Vesting Date under a Unit Award (as adjusted in accordance
with the relevant provisions set forth in this Section 5) (such fair value
being referred to herein as the Settlement Amount) in consideration for the
surrender by the Grantee of the rights to receive such Shares (or a cash
payment) under such Unit Award.
 (iii)
    
    Subject to Section 5(c)(i), unless the Settlement Amount is
paid to a Grantee wholly in cash, the number of Shares that are deliverable to
a Grantee on a Vesting Date shall be acquired by and delivered to the Grantee
by the Plan Trustee (and not by the Company or any of its Affiliates) pursuant
to the terms of a benefit plan trust agreement between the Company and the Plan
Trustee, such Shares to be acquired on the Exchange by the Plan Trustee from
contributions made by the Company to the Trust Fund established under the
employee benefit plan trust agreement. Notwithstanding anything in this Plan
or in any benefit plan trust agreement to the contrary, any Shares acquired by
the Plan Trustee for the purposes of the Plan will be acquired on behalf, and
for the sole benefit, of a Grantee in respect of Restricted Share Units and not
on behalf, or for the benefit, of the Company or any of its Affiliates.
 (iv)
    
    The Company or the Affiliate, as the case may be, shall be
entitled to withhold from any cash payments or Shares delivered to the Grantee
all amounts as may be required by law and in the manner contemplated by Section
7 hereof.
 (d)
    
    Termination of Relationship as Service Provider  Unless otherwise
provided in a Unit Award Agreement pertaining to a particular Unit Award or any written
employment agreement governing a Grantees role as a Service Provider, or unless
otherwise determined by the Committee, the following provisions shall apply in the
event that a Grantee ceases to be a Service Provider:
 (i)
    
    Termination for cause  If a Grantee ceases to be a
Service Provider as a result of termination for cause, effective as of the date
notice is given to the Grantee of such termination, all unvested Restricted
Share Units held by such Grantee shall be terminated and all rights to receive
any payment thereunder shall be forfeited by the Grantee following the date on
which such Grantee ceases to be a Service Provider.
 (ii)
    
    Termination not for cause  If a Grantee ceases to be
a Service Provider as a result of being terminated other than a termination for
cause (a Termination Without Cause) and such Termination Without Cause is not
an Accelerated Vesting Event, effective as of the date which is six months
after the Termination Without Cause and notwithstanding any other severance
entitlements or entitlement to notice or compensation in lieu thereof, all
unvested Restricted Share Units held by such Grantee shall be terminated and
all rights to receive any payment thereunder shall be forfeited by the Grantee,
and the Grantee shall not be entitled to receive any compensation in lieu
thereof after the expiry of the six-month period.
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(iii)
    
    Retirement  If a Grantee voluntarily ceases to be a
Service Provider as a result of Retirement, all unvested Restricted Share Units
held by such Grantee shall remain unaffected by the Retirement and shall
continue to vest in accordance with Section 5(b) and the applicable Unit Award
Agreement.
 (iv)
    
    Disability  If a Grantee ceases to be a Service
Provider as a result of the Grantees Disability, all unvested Restricted Share
Units held by such Grantee shall remain unaffected by the Disability and shall
continue to vest in accordance with Section 5(b) and the applicable Unit Award
Agreement.
 (v)
    
    Death  If a Grantee ceases to be a Service Provider
as a result of such Grantees death, the Vesting Date for all Restricted Share
Units held by such Grantee shall be the date of death of the Grantee.
 (vi)
    
    Ceasing to be a Service Provider to an Affiliate  If
a Grantee ceases to be a Service Provider as a result of the Affiliate in whose
service such Grantee may be ceasing to be an Affiliate of the Company,
effective as of the date which is six months after the date upon which the
Affiliate ceases to be an Affiliate of the Company, all unvested Restricted
Share Units held by such Grantee shall be terminated and all rights to receive
any payment thereunder shall be forfeited by the Grantee, and the Grantee shall
not be entitled to receive any compensation in lieu thereof after the expiry of
the six-month period.
 (vii)
    
    Voluntary Termination  If a Grantee ceases to be a
Service Provider for any other reason, effective as of the last day of any
notice period applicable in respect of such voluntary resignation, all unvested
Restricted Share Units held by such Grantee shall be terminated and all rights
to receive any payment thereunder shall be forfeited by the Grantee; provided,
however, that notwithstanding the foregoing, unvested Restricted Share Units
held by such Grantee shall not be affected by a change of employment or term of
office or appointment within or among the Company or an Affiliate so long as
the Grantee continues to be a Service Provider.
 (e)
    
    Rights as a Shareholder  Under no circumstances shall Restricted
Share Units be considered Shares of the Company, nor shall they entitle any Grantee to
exercise voting rights or any other rights attaching to the ownership of Shares of the
Company, nor shall any Grantee be considered the owner of Shares by virtue of the fact
that Shares will be acquired by, or provided from, the Trust Fund in satisfaction of
Restricted Share Units.(f)
    
    Effect of Certain Changes  In the event:
 (i)
    
    of any change in the Shares through subdivision, consolidation,
reclassification, amalgamation, merger or otherwise;
 (ii)
    
    that any rights are granted to Shareholders to purchase Shares
at prices substantially below fair market value; or
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(iii)
    
    that, as a result of any reorganization, recapitalization,
merger, consolidation or other transaction that is not a Change of Control, the
Shares are converted into or exchangeable for any other securities;
  (g)
    
    Dividends  In the event the Company pays a dividend on the Shares
subsequent to the granting of a Unit Award, the number of Restricted Share Units
relating to such Unit Award (the Original RSUs) shall be increased by an amount equal
to: (a) the product of the aggregate number of Original RSUs held by the Grantee on the
record date for such dividend multiplied by the per Share amount of such dividend (or,
in the case of any dividend payable in property other than cash, the per Share fair
market value of such property, as determined by the Board), divided by (b) the Fair
Market Value of a Share calculated as of the date on which the dividend is paid. In
the event that the Company pays any dividends on the Shares in additional Shares, the
number of Original RSUs shall be increased by a number equal to the product of (x) the
aggregate number of Original RSUs held by the Grantee on the record date of such
dividend, multiplied by (y) the number of Shares (including any fraction thereof)
payable as a dividend on one Share.
 (h)
    
    Fractions  Notwithstanding any other provision of this Plan, where the
determination of the number of Restricted Share Units which have vested on any
particular Vesting Date would result in a fractional Restricted Share Unit, the number
of Restricted Share Units credited to the Grantee shall be rounded down to the next
whole number of Restricted Share Units. No fractional Shares shall be delivered
pursuant to this Plan nor shall cash be paid at any time in lieu of any such fractional
Share.
 (i)
    
    Black-Out Periods  In the event the Vesting Date determined in
accordance with the terms of this Plan occurs within a period of time imposed by the
Company, pursuant to the Companys policies, upon certain designated persons during
which those persons may not trade in any securities of the Company (a Black-Out
Period) or which vest within five business days after a Black-Out Period (not
including a Black-Out Period imposed due to a cease trade order), the Vesting Date of
the Restricted Share Units shall be ten business days from the date any Black-Out
Period ends.
 6.
    
    Funding of Restricted Share Unit Awards
  7.
    
    Withholding
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8.
    
    Non-Transferability
  9.
    
    Amendment and Termination of the Plan
 Income Tax Act
 10.
    
    Foreign Grantees
 (a)
    
    The Company may, without amending the Plan, modify the terms of Restricted
Share Units granted to participants who provide services to the Company or an Affiliate
from outside of Canada in order to comply with the applicable laws of such foreign
jurisdictions. Any such modification to the Plan with respect to a particular
participant shall be reflected in the Unit Award Agreement for such Grantee.
 (b)
    
    The terms of the Plan and Restricted Share Units granted hereunder to
participants subject to taxation on employment income under the United States Internal
Revenue Code of 1986, as amended, shall be determined by taking into consideration the
provisions applicable to such persons as set forth in Schedule A hereto.
 11.
    
    Miscellaneous
 (a)
    
    Effect of Headings  The section and subsection heading contained
herein are for convenience only and shall not affect the construction hereof.
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(b)
    
    Compliance with Legal Requirements  Neither the Company nor the Plan
Trustee shall be obliged to deliver any Shares if such delivery would violate any law
or regulation or any rule of any government authority or stock exchange. The Company or
the Plan Trustee may postpone the delivery of Shares under any Unit Award as the Board
may
consider appropriate, and may require any Grantee to make such representations and
furnish such information as it may consider appropriate in connection with the
delivery of Shares in compliance with applicable laws, rules and regulations. The
Company shall not be required to qualify for resale pursuant to a prospectus or
similar document any Shares delivered under the Plan, provided that, if required,
the Company shall notify any stock exchange and any other appropriate regulatory
bodies of the existence of the Plan and the granting of Unit Awards hereunder in
accordance with any such requirements.
 (c)
    
    No Right to Continued Employment Nothing in the Plan or in any Unit
Award Agreement entered into pursuant hereto shall confer upon any Grantee the right to
continue in the employ or service of the Company or an Affiliate, to be entitled to any
remuneration or benefits not set forth in the Plan or a Unit Award Agreement or to
interfere with or limit in any way the right of the Company or an Affiliate to
terminate any Grantees employment or service.
 (d)
    
    Ceasing to be an Affiliate  Except as otherwise provided in this
Plan, Unit Awards granted under this Plan shall not be affected by any change in the
relationship between or ownership of the Company and an Affiliate. For greater
certainty, all outstanding Restricted Share Units shall remain valid in accordance with
the terms and conditions of this Plan and are not affected by reason only that, at any
time, any corporation, partnership or trust ceases to be an Affiliate.
 (e)
    
    Expenses All expenses in connection with the Plan shall be borne by
the Company.
 12.
    
    Effective Date
 
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Schedule A  Special Provisions Applicable to Grantees Subject to Section 409A of the United States  Internal Revenue Code
  1. Definitions
  Code
 Section 409A
 Separation From Service
 Specified Employee
 US Taxpayer
 2. Compliance with Section 409A
 In General
 Distributions to US Taxpayers th th
 Distributions to Specified Employees
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Tax Withholding
 Funding of Units
 3. Amendment of Schedule
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