mtcip.htm


    ZARLINK SEMICONDUCTOR  INC.

     

    MEDIUM-TERM
CASH INCENTIVE PLAN

     

    FOR
EXECUTIVE OFFICERS AND KEY EMPLOYEES

     

    ARTICLE
1

     

    PURPOSE

     

    
      	
              1.1  

            	
              Purpose

            


    

     

    The
purpose of this Medium-Term Cash Incentive Plan for Executive Officers and Key
Employees is to provide executive officers and key employees of Zarlink
Semiconductor Inc. and its affiliates with opportunity to acquire cash-settled
Units of the Company in order to allow them to participate in the medium to long
term success of the Company and to promote a greater alignment of their
interests with the interests of the Company’s shareholders.

     

    ARTICLE
2

     

    INTERPRETATION

     

    
      	
              2.1  

            	
              Definitions

            


    

     

    For
purposes of the Plan:

     

    
      	
              (a)  

            	
              “Applicable Withholding
      Amounts” is defined in Section 4.6(b);

            


    

     

    
      	
              (b)  

            	
              “Award Date” means a date
      on which Units are awarded to a Participant in accordance with
      Section 4.1 or the effective date for
      any such award as determined by the
Board;

            


    

     

    
      	
              (c)  

            	
              “Award Notice” means a
      notice substantially in the form of Schedule A and containing such other
      terms and conditions relating to an award of Units as the Board may
      prescribe;

            


    

     

    
      	
              (d)  

            	
              “Board” means the Board
      of Directors of the Company;

            


    

     

    
      	
              (e)  

            	
              “Cause” means “cause” as
      defined in the Participant’s employment agreement with the Company, or if
      such term is not defined or if the Participant has not entered into an
      employment agreement with the Company, then as such term is defined by
      applicable law or, if not so defined, such term shall refer to
      circumstances where an employer can terminate an individual’s employment
      without notice;

            


    

     

    
      	
              (f)  

            	
              “Change of Control” means
      the happening of any of the following
events:

            


    

     

    
      	
              (i)  

            	
              the
      completion of any transaction at any time and by whatever means pursuant
      to which (a) the Company goes out of existence by any means or (b) any
      Person or any group of two or more Persons acting jointly or in concert
      (other than the Company or a wholly-owned subsidiary of the Company)
      hereafter acquires the direct or indirect “beneficial ownership” (as
      defined in the Canada
      Business Corporations Act) of, or acquires the right to exercise
      control or direction over, securities of the Company representing 50% or
      more of the then issued and outstanding voting securities of the Company
      in any manner whatsoever, including, without limitation, as a result of a
      take-over bid, an exchange of securities, an amalgamation of the Company
      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 Company to a Person other than a wholly-owned subsidiary of
      the Company;

            


    

     

    
      	
              (iii)  

            	
              the
      dissolution or liquidation of the Company, except in connection with the
      distribution of assets of the Company to one or more Persons which were
      wholly-owned subsidiaries of the Company prior to such
    event;

            


    

     

    
      	
              (iv)  

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

            


    

     

    
      	
              (v)  

            	
              the
      Board passes a resolution to the effect that, for the purposes of the
      Plan, an event set forth in (i), (ii), (iii) or (iv) above has
      occurred;

            


    

     

    
      	
              (g)  

            	
              “Committee” means the
      Compensation and Human Resources Development Committee of the Board or
      such other Committee of the Board as may be appointed by the Board to
      administer the Plan, provided, however, that if no Compensation and Human
      Resources Development Committee is in existence at any particular time and
      the Board has not appointed another committee of the Board to administer
      the Plan, all references in the Plan to “Committee” shall at such time be
      in reference to the Board;

            


    

     

    
      	
              (h)  

            	
              “Company” means Zarlink
      Semiconductor  Inc. and its successors and
    assigns;

            


    

     

    
      	
              (i)  

            	
              “Disabled” and “Disability” mean the
      permanent and total incapacity of a Participant as determined by the Board
      for purposes of this Plan;

            


    

     

    
      	
              (j)  

            	
              “Distribution Date” means
      the date specified in Section 4.6 or
      determined in accordance with Section 4.10,
      4.13 or 4.14, as
      applicable;

            


    

     

    
      	
              (k)  

            	
              “Distribution Value”
      means, with respect to each Unit credited to a Participant’s account, the
      volume weighted average trading price of the Shares on the TSX for the
      five (5) trading days immediately preceding the Vesting
    Date;

            


    

     

    
      	
              (l)  

            	
              “Dividend Equivalent”
      means a bookkeeping entry whereby each Unit is credited with the
      equivalent amount of the dividend paid on a Share in accordance with
      Section 4.4;

            


    

     

    
      	
              (m)  

            	
              “Dividend Market Value”
      means the volume weighted average trading price of the Shares on the TSX
      for the five (5) trading days immediately following the dividend record
      date for the payment of any dividend made on the
  Shares;

            


    

     

    
      	
              (n)  

            	
              “Eligible Person” means a
      Person entitled to participate in the Plan in accordance with Section 3.3;

            


    

     

    
      	
              (o)  

            	
              “Executive Officer”
      means, with respect to any entity, (i) its  president; (ii) a
      senior vice-president or vice-president in charge of a principal business
      unit, division or function, (iii) an officer of the entity or of another
      entity controlled directly or indirectly by it and who performs a
      policy-making function in respect of the entity and (iv) any individual
      performing a policy-making function in respect of the
    entity;

            


    

     

    
      	
              (p)  

            	
              “Final Date” is defined
      in Section 4.6(a);

            


    

     

    
      	
              (q)  

            	
              “Key Employee” means a
      full-time or part-time key employee of the Company as determined by the
      Board to be key to the future success of the
  Company;

            


    

     

    
      	
              (r)  

            	
              “Participant” means an
      Eligible Person who has been awarded Units under the Plan or to whom Units
      have been transferred in accordance with the
  Plan;

            


    

     

    
      	
              (s)  

            	
              “Payment Amount” means
      the amount calculated under Section 4.6;

            


    

     

    
      	
              (t)  

            	
              “Permitted Assign” means,
      with respect to any Person, a trustee, custodian, executor or
      administrator acting on behalf of, or for the benefit of, the
      Person;

            


    

     

    
      	
              (u)  

            	
              “Person” means any
      individual, sole proprietorship, partnership, firm, entity, unincorporated
      association, unincorporated syndicate, unincorporated organization, trust,
      body corporate, fund, organization or other group of organized persons,
      government, government regulatory authority, governmental department,
      agency, commission, board, tribunal, dispute settlement panel or body,
      bureau, court, and where the context requires any of the foregoing when
      they are acting as trustee, executor, administrator or other legal
      representative;

            


    

     

    
      	
              (v)  

            	
              “Plan” means this
      Medium-Term Cash Incentive Plan for Executive Officers and Key Employees
      as amended, restated, supplemented or otherwise modified from time to
      time;

            


    

     

    
      	
              (w)  

            	
              “Related Entity” means a
      Person that is Controlled by or Controls the Company or that is Controlled
      by the same Person that Controls the
Company;

            


    

     

    
      	
              (x)  

            	
              “Share” means a common
      share of the Company or, in the event of an adjustment contemplated by
      Section 4.11, such other number or type
      of securities as the Board may
determine;

            


    

     

    
      	
              (y)  

            	
              “Termination Date” means in the case
      of a Key Employee whose employment or term of office with the Company or a
      Related Entity terminates in the circumstances set out in Section 4.7 or
      4.8, the date that is designated by the Company or a Related Entity, as
      the case may be, as the last day of the Participant’s employment with the
      Company or the Related Entity, as the case may be, provided that in the
      case of termination of employment by voluntary resignation by the
      Participant, such date shall not be earlier than the date notice of
      resignation was given, and “Termination Date”
      specifically does not mean the date on which any period of reasonable
      notice that the Company or the Related Entity (as the case may be) may be
      required at law to provide to the Participant
  expires;

            


    

     

    
      	
              (z)  

            	
              “TSX” means the Toronto
      Stock Exchange;

            


    

     

    
      	
              (aa)  

            	
              “Unit” means a unit
      equivalent in value to a Share, credited by means of a bookkeeping entry
      on the books of the Company in accordance with Article
4;

            


    

     

    
      	
              (bb)  

            	
              “U.S. Taxpayer” means a
      U.S. citizen, U.S. permanent resident, U.S. tax resident or Participant
      for whom a Unit or a Dividend Equivalent is otherwise subject to taxation
      under the U.S. Internal Revenue Code of 1986, as amended;
    and

            


    

     

    
      	
              (cc)  

            	
              “Vesting Date” has the meaning
      set forth in Section 4.2.

            


    

     

    
      	
              2.2  

            	
              Certain
      Rules of Interpretation

            


    

     

    
      	
              (a)  

            	
              Whenever
      the Board or, where applicable, the Committee or any sub-delegate of the
      Committee is to exercise discretion in the administration of the terms and
      conditions of this Plan, the term “discretion” means the sole and absolute
      discretion of the Board or the Committee or the sub-delegate of the
      Committee, as the case may be.

            


    

     

    
      	
              (b)  

            	
              As
      used herein, the terms “Article” and “Section” mean and refer to the
      specified Article or Section of this
Plan.

            


    

     

    
      	
              (c)  

            	
              Words
      importing the singular include the plural and vice versa and words
      importing any gender include any other
gender.

            


    

     

    
      	
              (d)  

            	
              Unless
      otherwise specified, all references to money amounts are to Canadian
      currency.

            


    

     

    
      	
              (e)  

            	
              A
      Person (First Person) is considered to “Control” another Person (Second
      Person) if the First Person, directly or indirectly, has the power to
      direct the management and policies of the Second Person by virtue
      of:

            


    

     

    
      	
              (i)  

            	
              ownership
      of or direction over voting securities in the Second
    Person,

            


    

     

    
      	
              (ii)  

            	
              a
      written agreement or indenture,

            


    

     

    
      	
              (iii)  

            	
              being
      the general partner or Controlling the general partner of the Second
      Person, or

            


    

     

    
      	
              (iv)  

            	
              being
      a trustee of the Second Person.

            


    

     

    ARTICLE
3

     

    ADMINISTRATION

     

    
      	
              3.1  

            	
              Administration
      of the Plan

            


    

     

    
      	
              (a)  

            	
              Subject
      to Section 3.1(b), this Plan will be administered by the Board
      and the Board has sole and complete authority, in its discretion,
      to:

            


    

     

    
      	
              (i)  

            	
              interpret
      the Plan and prescribe, modify and rescind rules and regulations relating
      to the Plan;

            


    

     

    
      	
              (ii)  

            	
              exercise
      rights reserved to the Company under the
Plan;

            


    

     

    
      	
              (iii)  

            	
              prescribe
      performance goals in respect of any award of Units in accordance with
      Section 4.1;

            


    

     

    
      	
              (iv)  

            	
              prescribe
      forms for notices to be prescribed by the Company under the Plan;
      and

            


    

     

    
      	
              (v)  

            	
              make
      all other determinations and take all other actions as it considers
      necessary or advisable for the implementation and administration of the
      Plan.

            


    

     

    
      	
               
      

            	
              The
      Board’s determinations and actions under this Plan are final, conclusive
      and binding on the Company, the Participants and all other
      Persons.

            


    

     

    
      	
              (b)  

            	
              To
      the extent permitted by applicable law, the Board may, from time to time,
      delegate to the Committee all or any of the powers of the Board under the
      Plan, including the power to sub-delegate, to the extent permitted by
      applicable law, to any specified officer of the Company all or any of the
      powers delegated to the Committee.  In such event, the Committee
      or specified officer will exercise the powers delegated to it by the Board
      and, if applicable, the Committee in the manner and on the terms
      authorized by the Board and, if applicable, the Committee.  Any
      decision made or action taken by the Committee or the specified officer
      arising out of or in connection with the administration or interpretation
      of this Plan in this context is final, binding and conclusive on the
      Company, the Participants and all other
Persons.

            


    

     

    
      	
              3.2  

            	
              Determination
      of Value if Shares Not Publicly
Traded

            


    

     

    If the
Shares are not publicly traded on the TSX at the relevant time such that the
Distribution Value and/or the Dividend Market Value cannot be determined in
accordance with the definitions of those terms, such values shall be determined
by the Board acting in good faith.

     

    
      	
              3.3  

            	
              Eligibility

            


    

     

    All
Executive Officers and Key Employees of the Company and its Related Entities and
their respective Permitted Assigns are eligible to participate in the
Plan.  The Company reserves the right to restrict eligibility or
otherwise limit the number of Persons eligible for participation in the Plan at
any time.

     

    
      	
              3.4  

            	
              Consistency
      With Other Agreements

            


    

     

    Notwithstanding
the general terms and conditions of the Plan and any Award Notice, the terms and
conditions of any award granted under this Plan shall, to the greatest extent
possible, be made consistent with the terms and conditions of any written
agreement between the Company and/or a Related Entity on the one hand and the
Participant on the other hand governing the services rendered by the Participant
as an Executive Officer or Key Employee of the Company or any Related Entity, in
so far as such agreement provides for the treatment of share
incentives.

     

                                   
ARTICLE
4                                

     

    AWARD
OF UNITS

     

    
      	
              4.1  

            	
              Award
      of Units

            


    

     

    Subject
to the provisions of the Plan and such other terms and conditions as the
Committee or the Board may prescribe, the Board or Committee may, from time to
time, award Units to any Eligible Person for services rendered by the Eligible
Person in the year in respect of which the award is made.  Units shall
be credited to an account maintained for each Participant on the books of the
Company, as of the Award Date.  The number of Units (including
fractional Units) to be credited to each Participant’s account shall be
determined by the  Board in its sole discretion in accordance with the
Plan and having regard to the fair value of Shares on the Award
Date.

     

    The Board
may issue and apply performance goals in respect of the award of particular
Units prior to the commencement of the performance period to which such
performance goals pertain.  The performance goals may be based upon
the achievement of corporation-wide, divisional or individual goals, or any
other basis determined by the Board.  The Board may modify the
performance goals as necessary to align them with the Company’s corporate
objectives if there is a subsequent change in the Company’s business, operations
or capital, or corporate structure.

     

    
      	
              4.2  

            	
              Vesting
      Period

            


    

     

    Unless
otherwise specified by the Board at the time of granting an award of Units as
reflected in the Award Notice and except as otherwise provided in this Plan
(including, without limitation, any vesting determined in accordance with
Sections 4.7, 4.8, 4.10, 4.12, 4.13 or 4.14), each Unit will fully vest on the
third anniversary of the Award Date (the “Vesting Date”).

     

    
      	
              4.3  

            	
              Award
      Notice

            


    

     

    All
awards of Units under Section 4.1 of this Plan will
be evidenced by Award Notices.  Such Award Notices will be subject to
the applicable provisions of this Plan and will contain such provisions as are
required by this Plan and any other provisions that the  Board may
direct.  Any one  of  the President, Chief
Financial Officer, Corporate Secretary or General Legal Counsel of the Company
is authorized and empowered to execute and deliver, for and on behalf of the
Company, an Award Notice to each Participant.

     

    
      	
              4.4  

            	
              Credits
      for Dividends

            


    

     

    A
Participant’s account shall be credited with Dividend Equivalents in the form of
additional Units as of each dividend payment date in respect of which normal
cash dividends are paid on Shares.  Such Dividend Equivalents shall be
computed by dividing: (a) the amount obtained by multiplying the amount of the
dividend declared and paid per Share by the number of Units recorded in the
Participant’s account on the record date for the payment of such dividend, by
(b) the Dividend Market Value, with fractions computed to three decimal
places.  The Dividend Equivalents credited to the Participant’s
account shall vest on the Vesting Date determined in accordance with Section 4.2 of this Plan, in proportion to the underlying
Units to which such dividends relate.  The foregoing does not obligate
the Company to pay dividends on Shares and nothing in this Plan shall be
interpreted as creating such an obligation.

     

    
      	
              4.5  

            	
              Reporting
      of Units

            


    

     

    Statements
of the Unit accounts will be provided to Participants on an annual
basis.

     

    
      	
              4.6  

            	
              Distribution
      of Cash

            


    

     

    
      	
              (a)  

            	
              As
      soon as practicable after the Vesting Date, but in any event, no later
      than the business day immediately preceding the last business day of the
      calendar year in which the third anniversary of the Award Date occurs (the
      “Final Date”) as
      specified in the Award Notice, the Company shall pay in cash to the
      Participant or, if Section 4.10 applies, to
      the Participant’s estate, an amount equal to the Distribution Value
      multiplied by the number of Units in the Participant’s account that became
      payable on the Distribution Date (the “Payment Amount”) less
      any Applicable Withholding Amounts (as defined below).  The
      Payment Amount owing to a Participant in respect of any one or more vested
      Units shall be satisfied by a cash payment to the
      Participant.  As of the Distribution Date, the Units in respect
      of which such an amount is paid shall be cancelled and no further payments
      shall be made to the Participant under the Plan in relation to such
      Units.

            


    

     

    
      	
              (b)  

            	
              The
      Company is authorized to deduct from the Payment Amount an amount
      equivalent to the minimum amount of taxes and other minimum amounts as the
      Company may be required by law to withhold, as the Company determines (the
      “Applicable Withholding
      Amounts”).

            


    

     

    
      	
              (c)  

            	
              Notwithstanding
      the provisions of Section 4.6(a), in the case of a U.S. Taxpayer, the
      Company shall pay the applicable Payment Amount to such U.S. Taxpayer no
      later than March 15 of the year following the calendar year in which the
      respective Vesting Date occurs.

            


    

     

    
      	
              4.7  

            	
              Termination
      for Cause, Voluntary Resignation or
Retirement

            


    

     

    
      	
              (a)  

            	
              Notwithstanding
      Section 4.6, and subject to any express
      resolution passed by the Board, if:

            


    

     

    
      	
              (i)  

            	
              a
      Participant’s employment or service as an Executive Officer or Key
      Employee of the Company or a Related Entity is terminated for Cause;
      or

            


    

     

    
      	
              (ii)  

            	
              the
      Participant is an Executive Officer or Key Employee and resigns or retires
      from employment,

            


    

     

    then any
Units granted to the Participant under the Plan which have not vested at the
Termination Date or at the time of such resignation or retirement shall, subject
to Section 4.7(b), terminate without payment and shall be of no
further force or effect from and after the Termination Date, resignation or
retirement.

     

    
      	
              (b)  

            	
              Notwithstanding
      Section 4.7(a), if a Participant, within 30 days of the
      termination described in Section 4.7(a), makes a written request to the Company
      requesting a waiver of the forfeiture in Section 4.7(a), the Board
      may exercise its sole discretion
to:

            


    

     

    
      	
              (i)  

            	
              accelerate
      the vesting of all or any portion of the Participant’s Units;
      or

            


    

     

    
      	
              (ii)  

            	
              determine
      that such Participant shall continue to be a Participant for purposes of
      the Plan, but subject to such terms and conditions (including vesting) if
      any, established by the Board  in its sole
      discretion.

            


    

     

    
      	
              (c)  

            	
              With
      respect to Section 4.7(b)(i), in the case of a U.S. Taxpayer, if the
      Board  accelerates the vesting of all or any portion of the
      Participant’s Units, the Vesting Date for such accelerated Units shall be
      the date of separation from service described in 4.7(a)(ii).

            


    

     

    
      	
              4.8  

            	
              Termination
      Without Cause

            


    

     

    
      	
              (a)  

            	
              Notwithstanding
      Section 4.6, and subject to any express
      resolution passed by the Board, if a Participant’s employment or service
      as an Executive Officer or Key Employee of the Company or a Related Entity
      is terminated by the Company or Related Entity, as applicable, other than
      for Cause, Disability or Death,
then:

            


    

     

    
      	
              (i)  

            	
              if
      the first anniversary of the Award Date of any Units granted to a
      Participant has occurred, one-third of such Units shall immediately vest
      and the Distribution Date in respect of such Units shall be the thirtieth
      (30) day after such Termination Date but in any event, such Distribution
      Date shall be no later than the Final Date;
or

            


    

     

    
      	
              (ii)  

            	
              if
      the first anniversary and the second anniversary of the Award Date of any
      Units granted to a Participant has occurred, two-thirds of such Units
      shall immediately vest and the Distribution Date in respect of such Units
      shall be the thirtieth (30) day after such Termination Date but in any
      event, such Distribution Date shall be no later than the Final
      Date,

            


    

     

    All other
Units granted to the Participant under the Plan which have not vested at the
Termination Date shall, subject to Section 4.8(b), terminate without
payment and shall be of no further force or effect from and after the
Termination Date.

     

    
      	
              (b)  

            	
              Notwithstanding
      Section 4.8(a), if a Participant, within 30 days of the
      termination described in Section 4.8(a) makes a written request to the Company
      requesting a waiver of the forfeiture in Section 4.8(a), the
      Board  may exercise its sole discretion
  to:

            


    

     

    
      	
              (i)  

            	
              accelerate
      the vesting of all or any portion of the Participant’s Units;
      or

            


    

     

    
      	
              (ii)  

            	
              determine
      that such Participant shall continue to be a Participant for purposes of
      the Plan, but subject to such terms and conditions (including vesting) if
      any, established by the Board  in its sole
      discretion.

            


    

     

    
      	
              (c)  

            	
              With
      respect to Section 4.8(b)(i), in the case of a U.S. Taxpayer, if the
      Board  accelerates the vesting of all or any portion of the
      Participant’s Units, the Vesting Date for such accelerated Units shall be
      the date of separation from service described in Section 4.8(a).

            


    

     

    
      	
              4.9  

            	
              Disability

            


    

     

    
      	
              (a)  

            	
              Notwithstanding
      Section 4.6, and subject to any express
      resolution passed by the Board, if a Participant becomes Disabled, then
      subject to Subsection 4.9(b), such Participant shall continue to be a
      Participant for the purposes of the
Plan.

            


    

     

    
      	
              (b)  

            	
              Where
      a Participant (other than a U.S. Taxpayer) who is an Executive Officer or
      Key Employee of the Company or a Related Entity and who, although
      previously determined to be Disabled under Section 4.9(a),
      subsequently ceases to be Disabled without resuming a position as an
      Executive Officer or Key Employee of the Company or a Related Entity
      within 90 days following such event, any Units granted to the Participant
      under the Plan which have not yet vested by the end of such 90 day period
      shall be governed by Section 4.7.

            


    

     

    
      	
              (c)  

            	
              Notwithstanding
      Section 4.9(a),
      the Vesting Date for U.S. Taxpayers who become Disabled shall be the
      60th
      day after the Participant became
Disabled.

            


    

     

    
      	
              4.10  

            	
              Death
      of Participant Prior to
Distribution

            


    

     

    Notwithstanding
Section 4.6 of the Plan, but subject to any
express resolution passed by the Board, upon the death of a Participant, any
Units granted to the Participant under the Plan which, as of the date of the
Participant’s death, have not yet vested, shall immediately vest and the
Distribution Date in respect of the deceased Participant’s Units shall be the
thirtieth (30th) day after the death of the Participant but in any event, such
Distribution Date shall be no later than the Final Date.

     

    
      	
              4.11  

            	
              Adjustments
      to Units

            


    

     

    In the
event of any subdivision, consolidation, stock dividend, capital reorganization,
reclassification, exchange, or other change with respect to the Shares, or a
consolidation, amalgamation, merger, spin-off, sale, lease or exchange of all or
substantially all of the property of the Company or other distribution of the
Company’s assets to shareholders (other than the payment of dividends in respect
of the Shares as contemplated by Section 4.4), the
account of each Participant and the Units outstanding under the Plan shall be
adjusted in such manner, if any, as the Board may in its discretion deem
appropriate to preserve, proportionally, the interests of Participants under the
Plan.

     

    
      	
              4.12  

            	
              Termination
      on Divestiture

            


    

     

    
      	
              (a)  

            	
              Notwithstanding
      Section 4.6, in the event that a divestiture
      of a business unit (including a divestiture by sale, closure or
      outsourcing) of the Company or a Related Entity results in the termination
      of a Participant’s employment or service as a Key Employee or Executive
      Officer of the Company or a Related Entity and such Participant becomes an
      employee or Executive Officer of the Person acquiring or operating such
      business unit, the Board may:

            


    

     

    
      	
              (i)  

            	
              accelerate
      the vesting of all or any portion of the Participant’s Units;
      or

            


    

     

    
      	
              (ii)  

            	
              determine
      that such Participant shall continue to be a Participant for the purposes
      of the Plan, but subject to such terms and conditions (including vesting),
      if any, established by the Board in its sole
  discretion.

            


    

     

    
      	
              (b)  

            	
              In
      the event that a divestiture of a business unit (including a divestiture
      by sale, closure or outsourcing) of the Company or a Related Entity
      results in the termination of a Participant’s employment or service as a
      Key Employee or Executive Officer of the Company or a Related Entity and
      such Participant is not offered a position as an employee or Executive
      Officer with the Company, a Related Entity or with the Person to whom the
      divestiture is made (or any Related Entity thereof), then the provisions
      of Section 4.8 shall
    apply.

            


    

     

    
      	
              4.13  

            	
              Change
      in Control

            


    

     

    In
contemplation of a Change in Control, the Board may, in its discretion,
accelerate all outstanding Units such that the Units shall become conditionally
vested upon (or prior to) the completion of the transaction resulting in the
Change in Control.  In such event, the Distribution Date in respect of
the Participant’s Units shall be the closing date of the transaction resulting
in the Change in Control but in any event, such Distribution Date shall be no
later than the Final Date.  If, for any reason, the transaction which
would result in the Change in Control is not completed, the acceleration of the
vesting of the Units shall be retracted and vesting shall instead revert to the
manner provided in the Plan and the Award Notice unless such Units have already
been distributed.

     

    
      	
              4.14  

            	
              Discretion
      to Permit Vesting

            


    

     

    Notwithstanding
the provisions of Sections 4.6, 4.7, 4.8, 4.9, 4.12 and 4.13, the Board may, in its sole discretion, at any
time prior to or following the events contemplated in such Sections, permit the
vesting and payment of any or all Units held by a Participant and the payment of
the Payment Amount in respect of such Units in the manner and on the terms
authorized by the Board, provided that the Board will not, in any case,
authorize the vesting or payment of a Unit or the payment of a Payment Amount
pursuant to this Section beyond the Final Date applicable to the particular
Unit.

     

    ARTICLE
5

     

    GENERAL

     

    
      	
              5.1  

            	
              Amendment,
      Suspension, or Termination of Plan

            


    

     

    
      	
              (a)  

            	
              The
      Board may from time to time amend or suspend the Plan in whole or in part
      and may at any time terminate the Plan without prior
      notice.  However, any such amendment, suspension or termination
      shall not adversely affect the Units previously granted to a Participant
      at the time of such amendment, suspension or termination, without the
      consent of the affected
Participant.

            


    

     

    
      	
              (b)  

            	
              If
      the Board terminates or suspends the Plan, no new Units (other than Units
      referred to in Section 4.4) will be credited
      to the account of a Participant.  On termination of the Plan,
      all Units, (whether or not vested) will be accelerated
      and the Payment Award (less Applicable Withholding Amounts) will be paid
      to the Participant in respect of such Units, on a date or dates selected
      by the Board in its discretion.

            


    

     

    
      	
              (c)  

            	
              The
      Board shall not require the consent of any affected Participant in
      connection with a termination of the Plan in which the vesting of all
      Units held by the Participant are accelerated and the Payment Amount (less
      Applicable Withholding Amount) is paid to the Participant in respect of
      all such Units.

            


    

     

    
      	
              (d)  

            	
              The
      Plan will terminate on the date upon which no further Units remain
      outstanding.

            


    

     

    
      	
              5.2  

            	
              Compliance
      with Laws

            


    

     

    The
administration of the Plan shall be subject to and made in conformity with all
applicable laws and any regulations of a duly constituted regulatory
authority.

     

    
      	
              5.3  

            	
              Participant’s
      Entitlement

            


    

     

    Except as
otherwise provided in this Plan, Units previously granted under this Plan,
whether or not then vested, are not affected by any change in the relationship
between, or ownership of, the Company and a Related Entity.  For
greater certainty, all Units remain valid in accordance with the terms and
conditions of this Plan and are not affected by reason only that, at any time, a
Related Entity ceases to be a Related Entity.

     

    
      	
              5.4  

            	
              Reorganization
      of the Company

            


    

     

    The
existence of any Units shall 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.

     

    
      	
              5.5  

            	
              Assignment

            


    

     

    Rights
and obligations under the Plan may be assigned by the Company to a successor in
the business of the Company, any company resulting from any amalgamation,
reorganization, combination, merger or arrangement of the Company, or any
company acquiring all or substantially all of the assets or business of the
Company.

     

    
      	
              5.6  

            	
              Units
      Non-Transferable

            


    

     

    Units are
non-transferable except to a Permitted Assign.  Certificates
representing Units will not be issued by the Company.

     

    
      	
              5.7  

            	
              Participation
      is Voluntary; No Additional Rights

            


    

     

    The
participation of any Participant in the Plan is entirely voluntary and not
obligatory and shall not be interpreted as conferring upon such Participant any
rights or privileges other than those rights and privileges expressly provided
in the Plan. In particular, participation in the Plan does not constitute a
condition of employment or service nor a commitment on the part of the Company
to ensure the continued employment or service of such Participant or the
Permitted Assign of such Participant.  Nothing in this Plan shall be
construed to provide the Participant with any rights whatsoever to participate
or to continue participation in this Plan, or to compensation or damages in lieu
of participation, whether upon termination of the Participant’s employment or
otherwise.  The Company does not assume responsibility for the
personal income tax liability or other tax consequences for the Participants and
they are advised to consult with their own tax advisors.

     

    
      	
              5.8  

            	
              No
      Shareholder Rights

            


    

     

    Under no
circumstances shall Units be considered Shares or other securities of the
Company, nor shall they entitle any Participant to exercise voting rights or any
other rights attaching to the ownership of Shares or other securities of the
Company, nor shall any Participant be considered the owner of Shares by virtue
of the award of Units.

     

    
      	
              5.9  

            	
              Unfunded
      and Unsecured Plan

            


    

     

    Unless
otherwise determined by the Board, the Plan shall be unfunded and the Company
will not secure its obligations under the Plan.  To the extent any
Participant or his or her estate holds any rights by virtue of a grant of Units
under the Plan, such rights (unless otherwise
determined by the Board) shall be no greater than the rights of an unsecured
creditor of the Company.

     

    
      	
              5.10  

            	
              Market
      Fluctuations

            


    

     

    No amount
will be paid to, or in respect of, a Participant under the Plan to compensate
for a downward fluctuation in the price of Shares, nor will any other form of
benefit be conferred upon, or in respect of, a Participant for such
purpose.  The Company makes no representations or warranties to
Participants with respect to the Plan or the Shares whatsoever.  In
seeking the benefits of participation in the Plan, a Participant agrees to
accept all risks associated with a decline in the market price of
Shares.

     

    
      	
              5.11  

            	
              Participant
      Information

            


    

     

    Each
Participant shall provide the Company with all information (including personal
information) required by the Company in order to administer the
Plan.  Each Participant acknowledges that information required by the
Company in order to administer the Plan may be disclosed to the Committee and
other third parties in connection with the administration of the
Plan.  Each Participant consents to such disclosure and authorizes the
Company to make such disclosure on the Participant’s behalf.

     

    
      	
              5.12  

            	
              Indemnification

            


    

     

    Every
director of the Company will at all times be indemnified and saved harmless by
the Company from and against all costs, charges and expenses whatsoever
including any income tax liability arising from any such indemnification, that
such director may sustain or incur by reason of any action, suit or proceeding,
taken or threatened against the director, otherwise than by the Company, for or
in respect of any act done or omitted by the director in respect of this Plan,
such costs, charges and expenses to include any amount paid to settle such
action, suit or proceeding or in satisfaction of any judgment rendered
therein.

     

    
      	
              5.13  

            	
              Effective
      Date of the Plan

            


    

     

    This Plan
becomes effective on a date to be determined by the Board.

     

    
      	
              5.14  

            	
              Governing
      Law

            


    

     

    The Plan
shall be governed by, and interpreted in accordance with, the laws of the
Province of Ontario and the laws of Canada applicable therein, without regard to
principles of conflict of laws.

     

    
      	
              5.15  

            	
              Application
      to Participants in Additional
Jurisdictions

            


    

     

    The Board
may from time to time approve one or more Appendices to this Plan to modify the
Plan to facilitate awards of Units to Participants who are resident in or
nationals of jurisdictions other than Canada or the United States of America in
order to recognize differences in local laws (excluding tax laws), tax policies
and business customs.

     

    APPROVED
by the Board this 28th day
of January, 2010.

     

    
      	 
      	 
      	
              ZARLINK
      SEMICONDUCTOR INC.

            
	
              By:

            	 /s/
      Don McIntyre
	 
      	
              Authorized
      Signatory

            
	 
      	
              Don
      McIntyre

            


    

    


     


    
      
        
          


          
            	
                     

                  


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
A

     

    MEDIUM-TERM
CASH INCENTIVE PLAN

     

    FOR
EXECUTIVE OFFICERS AND KEY EMPLOYEES

     

    FORM
OF AWARD NOTICE

     

    


     

    Zarlink
Semiconductor Inc. (the “Company) hereby grants the
following award to the Participant named below in accordance with and subject to
the terms, conditions and restrictions of this Award Notice (“Notice”), together with the
provisions of the Medium-Term Cash Incentive Plan for Executive Officers and Key
Employees of the Company (the “Plan”) dated January 28,
2010:

     

    Name:                                                                                                                                

     

    Employee
ID:                                                                                                                                

     

    Award Date:

     

    Total Number of Units:

     

    
      	
              1.  

            	
              The
      terms and conditions of the Plan are hereby incorporated by reference as
      terms and conditions of this Notice and all capitalized terms used herein,
      unless expressly defined in a different manner, have the meanings ascribed
      thereto in the Plan.

            


    

     

    
      	
              2.  

            	
              Subject
      to any acceleration in vesting as provided in the Plan and any performance
      goals issued and applied by the Board, each Unit vests on the third
      anniversary of the Award Date.

            


    

     

    
      	
              3.  

            	
              The
      Payment Amount owing to the Participant in respect of vested Units shall
      be satisfied by a cash payment to the Participant, less of any Applicable
      Withholding Amounts, as soon as practicable following the Vesting Date but
      in any event, no later than the business day immediately preceding the
      last business day of the calendar year in which the third anniversary of
      the Award Date occurs, or the date determined in accordance with Sections
      4.10, 4.13 or 4.14, as
applicable.

            


    

     

    In the
case of a U.S. Taxpayer, the Company shall pay the Payment Amount no later than
March 15 of the year following the calendar year in which the Vesting Date
occurs.  Except with respect to a Participant who is employed by the
Company in the U.S., the Participant shall be obligated to notify the Company on
each Vesting Date if the Participant is a U.S. Taxpayer.

     

    
      	
              4.  

            	
              Nothing
      in the Plan or in this Notice will affect the right of the Company or any
      Related Entity to terminate the employment or term of service any
      Executive Officer or Key Employee at any time for any reason
      whatsoever.

            


    

     

    
      	
              5.  

            	
              Each
      notice relating to an award of Units must be in writing and signed by the
      Participant or the Participant’s legal representative.  All
      notices to the Company must be delivered personally or by prepaid
      registered mail and must be addressed to the Corporate
      Secretary of the Company.  All notices to the Participant will
      be addressed to the principal address of the Participant on file with the
      Company.  Either the Company or the Participant may designate a
      different address by written notice to the other.  Any notice
      given by either the Participant or the Company is not binding on the
      recipient thereof until received.

            


    

     

    


     


    
      
        
          
            	
                    OTTAWA:950901.12