Augusta Resource Corporation: Exhibit 4.2 - Filed by newsfilecorp.com






RESTRICTED SHARE UNIT AND RESTRICTED SHARE PLAN 

FOR

DESIGNATED PARTICIPANTS 

OF

AUGUSTA RESOURCE CORPORATION AND ITS AFFILIATES 

 

Adopted with effect from June 11, 2009, as amended and
restated as of June 12, 2012 and 
as of February 5, 2014 




ARTICLE 1 
INTERPRETATION 

	1. 	
      PREAMBLE AND DEFINITIONS

	 	 	 	 
		1.1 	
      Title. The Plan herein described shall be
      called the “Restricted Share Unit and Restricted Share Plan for
      Designated Participants of Augusta Resource Corporation and its
      Affiliates”.

	 	 	 	 
		1.2 	
      Purpose of the Plan.

	 	 	 	 
			
      The purposes of the Plan are to:

	 	 	 	 
			(a) 	
      promote further alignment of interests between Designated
      Participants and the shareholders of the Corporation;

	 	 	 	 
			(b) 	
      provide a compensation system for Designated Participants
      that is reflective of the responsibility, commitment and risk accompanying
      their management role over the medium term; and

	 	 	 	 
			(c) 	
      allow Designated Participants to participate in the
      success of the Corporation over the medium term.

	 	 	 	 
		1.3 	
      Definitions.

	 	 	 	 
			
      “Affiliate” means an “affiliate ” as
      defined in Section 1.2 of National Instrument 45-106 - Prospectus and
      Registration Exemptions, and for purposes of Section 1.2(b) thereof,
      “control” shall be interpreted with reference to Section 2.23
      thereof.

	 	 	 	 
			
      “Applicable Law” means any applicable provision of
      law, domestic or foreign, including, without limitation, applicable
      securities legislation, together with all regulations, rules, instruments,
      policy statements, rulings, notices, orders or other instruments
      promulgated thereunder and Stock Exchange Rules.

	 	 	 	 
			
      “Beneficiary” means any person designated by a
      Designated Participant by written instrument filed with the Board to
      receive any Shares or Restricted Shares issuable or amount payable on
      account of Restricted Share Units in the event of the Designated
      Participant’s death or, failing any such effective designation, the
      Designated Participant’s estate.

	 	 	 	 
			
      “Board” means the Board of Directors of the
      Corporation.







“Cause” means, unless otherwise
specified by an individual employment agreement or consulting contract: 

	 	(a) 	
      the failure of the Designated Participant to perform, in
      a material respect, his duties and responsibilities (including, in the
      case of a Consultant, those set out in a consulting contract between the
      Consultant and the Corporation or an Affiliate of the Corporation), or to
      follow, in a material respect, the lawful policies, procedures,
      instructions or directions of the Corporation or any applicable Affiliate
      of the Corporation, except as may result from the Disability of the
      Designated Participant, which failure is not cured by the Designated
      Participant within 10 days of being advised of that failure in writing by
      the Corporation or an Affiliate of the Corporation, as
  applicable;

	 	 	 
	 	(b) 	
      any fraudulent or violent activity on the part of the
      Designated Participant;

	 	 	 
	 	(c) 	
      the conviction of the Designated Participant for any
      crime involving fraud, misrepresentation or breach of trust;

	 	 	 
	 	(d) 	
      any financial impropriety, intentional dishonesty, breach
      of duty of loyalty or any intentional act on the part of the Designated
      Participant in discharging his duties and responsibilities of employment
      whether or not having the effect of materially injuring the reputation,
      business or business relationships of the Corporation or an Affiliate of
      the Corporation;

	 	 	 
	 	(e) 	
      in the case of a Designated Participant who is a director
      of the Corporation, the Designated Participant ceases to be a director of
      the Corporation as a result of a special resolution passed by the
      shareholders of the Corporation or an order of the British Columbia
      Securities Commission or other applicable regulatory authority;
  or

	 	 	 
	 	(f) 	
      any other act constituting cause at common
  law.



“Change in Control” means the
occurrence of any of the following events: 

	 	(a) 	
      any person, alone or together with any other persons with
      whom it is acting jointly or in concert, becomes the beneficial owner of,
      or acquires the power to exercise control or direction over, directly or
      indirectly, securities (or securities convertible into, or exchangeable
      for, such securities) representing twenty percent (20%) or more of the
      votes exercisable by holders of the then-outstanding securities generally
      entitled to vote for the election of directors (“Voting Shares”) of
      the Corporation or any persons that previously were not acting jointly or
      in concert commence acting jointly or in concert and together beneficially
      own, or have the power to exercise control or direction over, such
      securities;

	 	 	 
	 	(b) 	
      the Corporation is merged, amalgamated, consolidated or
      reorganized into or with another person and, as a result of such business
      combination, securities representing more than twenty percent (20%) of
      the votes exercisable by holders of the Voting Shares of the Corporation
      or such person into which the Voting Shares of the Corporation is
      converted immediately after such transaction are held by a person alone or
      together with any other persons with whom it is acting jointly or in
      concert and such person, together with those with whom it is acting
      jointly or in concert, held securities representing less than twenty
      percent (20%) of the votes exercisable by the holders of the Voting Shares
  of the Corporation immediately prior to such transaction;









	 	(c) 	
      the capital of the Corporation is reorganized and, as a
      result of such reorganization, securities representing more than twenty
      percent (20%) of the votes exercisable by the holders of the Voting Shares
      of the Corporation immediately after such reorganization are held by a
      person alone or together with any other persons with whom it is acting
      jointly or in concert and such person, together with those with whom it is
      acting jointly or in concert, held securities representing less than
      twenty percent (20%) of the votes exercisable by the holders of the Voting
      Shares of the Corporation immediately prior to such
  reorganization;

	 	 	 
	 	(d) 	
      the Corporation sells or otherwise transfers all or
      substantially all of its assets to another person and following such sale
      or transfer securities representing more that twenty percent (20%) of the
      votes exercisable by the holders of the Voting Shares of the acquiring
      person immediately after such transactions are held in the aggregate by a
      person alone or together with any other persons with whom it is acting
      jointly or in concert, and such person, together with those with whom it
      is acting jointly or in concert, held securities representing less than
      twenty percent (20%) of the votes exercisable by holders of the Voting
      Shares of the Corporation immediately prior to such transaction;
  or

	 	 	 
	 	(e) 	
      individuals who were elected by the shareholders to
      constitute the Board at the beginning of any one year term cease for any
      reason in such year to constitute more than 50% of the
  Board.



“Consultant” means, for
the Corporation, a person, other than an employee, senior officer or director of
the Corporation, that: 

	 	(f) 	
      is engaged to provide services to the Corporation or an
      Affiliate of the Corporation other than in relation to a distribution of
      the Corporation’s securities;

	 	 	 
	 	(g) 	
      provides the services under a written contract with the
      Corporation or an Affiliate of the Corporation;
and








	 	(h) 	
      in the Corporation’s reasonable opinion, spends or will
      spend a significant amount of time and attention on the business and
      affairs of the Corporation or an Affiliate of the
  Corporation;



and includes, for an individual
consultant, a corporation of which the individual consultant is an employee or
shareholder, and a partnership of which the individual consultant is an employee
or partner. 

“Corporation” means Augusta
Resource Corporation. 

“Designated Participant” means
such directors, officers, employees and Consultants of the Corporation or an
Affiliate of the Corporation as the Board may designate from time to time as
eligible to participate in the Plan pursuant to Section 4.1. 

“Disability” means, in the case
of an officer or employee of the Corporation or an Affiliate of the Corporation,
the Designated Participant’s physical or mental long-term inability to
substantially fulfil his duties and responsibilities on behalf of the
Corporation or, if applicable, an Affiliate of the Corporation in respect of
which the Designated Participant commences receiving, or is eligible to receive,
long-term disability benefits under a long-term disability plan of the
Corporation or an Affiliate of the Corporation. In the case of a Designated
Participant who is not a member of a long-term disability plan of the
Corporation or an Affiliate of the Corporation, “Disability” means a
physical or mental impairment that prevents the Designated Participant from
engaging in any employment for which the Designated Participant is reasonably
suited by virtue of the Designated Participant’s education, training or
experience and that can reasonably be expected to last for the remainder of the
Designated Participant’s lifetime, as determined by the Board. 

“Insider” means: 

	 	(a) 	
      an insider (as defined in Section 1(1) of the
      Securities Act (British Columbia)), except that a person who falls
      within that definition solely by virtue of being a director or senior
      officer of a subsidiary or an affiliate (as defined in Sections 1(1) and
      1(2), respectively, of the Securities Act (British Columbia)) of
      the Corporation shall not be an insider for purposes hereof, unless such
      director or senior officer:

	 	 	 	 
	 		(i) 	
      in the ordinary course receives or has access to
      information as to material facts or material changes concerning the
      Corporation before the material facts or material changes are generally
      disclosed;

	 	 	 	 
	 		(ii) 	
      is a director or senior officer of a major subsidiary (as
      defined in National Instrument 55- 101 - Insider Reporting Exemptions
      ); or

	 	 	 	 
	 		(iii) 	
      is an insider of the Corporation in a capacity other than
      as a director or senior officer of the subsidiary or affiliate of
  the Corporation; and 








	 	(b) 	
      an associate (as defined in Section 1(1) of the
      Securities Act (British Columbia)) or affiliate of the Corporation
      or any person who is an insider by virtue of clause (i)
  above.



“Market Value” of a Vested
Restricted Share Unit or a Share on any date means the closing trading price of
the Shares on the Toronto Stock Exchange immediately preceding the relevant
date; provided that if the Shares are suspended from trading or have not traded
on the Toronto Stock Exchange, the market price will be the fair market value of
the Shares as determined by the Board. 

“Performance Period” means a
period as specified by the Board in accordance with Section 4.2 in respect of
which a Designated Participant may be or become entitled to receive any Shares
issuable or amount payable on account of Restricted Share Units granted to such
Designated Participant. 

“Plan” means this Restricted
Share Unit and Restricted Share Plan for Designated Participants of
Augusta Resource Corporation and its Affiliates, including any schedules or
appendices hereto, all as amended or amended and restated from time to time.


“Restricted Period” means the
period as specified by the Board in accordance with section 4.2 in respect of
which Restricted Shares granted to a Designated Participant may become Shares
and not subject to any restrictions under the Plan. “Restricted Shares”
means restricted Shares granted to a Designated Participant subject to the terms
of this Plan.

“Restricted Share Unit Account”
has the meaning ascribed thereto in Section 10.1. 

“Restricted Share Units” means
a bookkeeping entry, denominated in Shares, credited to the Restricted Share
Unit Account of a Designated Participant in accordance with the provisions
hereof. 

“Retirement” means, in the case
of an officer or employee of the Corporation or an Affiliate of the Corporation,
the retirement of the Designated Participant from employment with the
Corporation or an Affiliate of the Corporation as applicable on or after age 65,
and “retires” shall have a corresponding meaning. The determination of
whether a Designated Participant has retired shall be at the sole discretion of
the Board. 

“Share” means a common share of
the Corporation as constituted on the date hereof and includes any rights
attached thereto which trade therewith. 




“Stock Exchange” means the
Toronto Stock Exchange, or such other stock exchange where the majority of
trading volume and value of the Shares occurs.

“Stock Exchange Rules” means
the applicable rules of the Stock Exchange. 

“Target Milestone” has the
meaning ascribed thereto in Section 4.3. 

“Termination Date” means: 

	 	(i) 	
      in the case of the death of a Designated Participant, the
      date of death;

	 	 	 	 
	 	(j) 	
      in the case of the Retirement of a Designated Participant
      who is an officer or employee of the Corporation or an Affiliate of the
      Corporation, the date on which the Designated Participant retires in
      accordance with the normal retirement policies of the Corporation or an
      Affiliate of the Corporation;

	 	 	 	 
	 	(k) 	
      in the case of the Disability of a Designated Participant
      who is an officer or employee of the Corporation or an Affiliate of the
      Corporation, the date on which:

	 	 	 	 
	 		(i) 	
      the Designated Participant commences receiving, or is
      eligible to receive, long-term disability benefits under a long-term
      disability plan of the Corporation or an Affiliate of the Corporation;
      or

	 	 	 	 
	 		(ii) 	
      if a Designated Participant is not a member of a
      long-term disability plan of the Corporation or an Affiliate of the
      Corporation, the date that the Designated Participant has suffered a
      physical or mental impairment that prevents the Designated Participant
      from engaging in any employment for which the Designated Participant is
      reasonably suited by virtue of the Designated Participant’s education,
      training or experience and that is reasonably expected to last for the
      remainder of the Designated Participant’s lifetime, as determined by the
      Board; and

	 	 	 	 
	 	(l) 	
      in the case of a Designated Participant being terminated
      without Cause, the date that is the later of:

	 	 	 	 
	 		(i) 	
      the date of termination; and

	 	 	 	 
	 		(ii) 	
      the date on which any notice or otherwise binding
      severance period expires (or, in the case of a Consultant, the date on
      which any agreed or otherwise binding notice of termination period
      expires);

	 	 	 	 
	 	(m) 	
      in the case of a Designated Participant that is a
      director of the Corporation or an Affiliate of the Corporation, the date
      that is the earliest date on which both of the following conditions are
      satisfied:

	 	 	 	 
	 		(i) 	
      the date on which the Designated Participant ceases to be
      a member of the Board for any reason whatsoever, including resignation,
      disability, death, retirement or loss of office as
a director; and









	 	(ii) 	
      the date on which the Designated Participant is neither
      an employee nor a member of the Board of the Corporation or any Affiliate
      of the Corporation;





	 	(n) 	
      in the case of a permitted assign of a Designated
      Participant, the Termination Date of the related Designated
      Participant;



provided that if any date determined
in accordance with the foregoing provisions is not a Trading Day, the
Termination Date shall be the Trading Day immediately preceding the date
determined in accordance with the above provisions. 

“Trading Day” means any date on
which the Stock Exchange is open for the trading of Shares and on which at least
a board lot of Shares actually traded. 

“Vested Restricted Share Units”
has the meaning ascribed thereto in Section 11.1. 

“Vested Restricted Shares” has
the meaning ascribed thereto in Section 14.1. 

	2. 	
      CONSTRUCTION AND INTERPRETATION

	 	 	 
		2.1 	
      Gender, Singular, Plural. In the Plan,
      references to the masculine include the feminine; and references to the
      singular shall include the plural and vice versa, as the context shall
      require.

	 	 	 
		2.2 	
      Severability. If any provision of the Plan
      or part hereof is determined to be void or unenforceable all or in part,
      such determination shall not affect the validity or enforcement of any
      other provision or part thereof.

	 	 	 
		2.3 	
      Headings, Sections. Headings wherever used
      herein are for reference purposes only and do not limit or extend the
      meaning of the provisions herein contained. A reference to a section or
      schedule shall, except where expressly stated otherwise, mean a section or
      schedule of the Plan, as applicable.

	 	 	 
		2.4 	
      References to Statutes, Etc. Any reference
      to a statute, regulation, rule, instrument, or policy statement shall
      refer to such statute, regulation, rule, instrument, or policy statement
      as the same may be amended, replaced or re- enacted from time to
    time.

	 	 	 
		2.5 	
      Currency. Except where expressly provided
      otherwise, all references in the Plan to currency refer to lawful Canadian
      currency, except that cash payments to Designated Participants who are
      residents of the United States at the time of payment shall be converted
      into and paid in U.S. currency at the exchange rate available to the
      Corporation at the time of conversion.








	3. 	
      EFFECTIVE DATE

	 	 	 
		3.1 	
      Effective Date. The Corporation is
      establishing the Plan, effective on June 11, 2009 and is amended and
      restated as of June 12, 2012 and as of February 5, 2014
..



ARTICLE 2 
GENERAL 

	4. 	
      TERMS OF GRANTS

	 	 	 	 
		4.1 	
      Grant of Restricted Share Units and Restricted
      Shares. The Board may make grants of Restricted Share Units or
      Restricted Shares to Designated Participants in such number as may be
      specified by the Board with effect from such date(s) as the Board may
      specify.

	 	 	 	 
		4.2 	
      Performance Periods and Restricted Periods.
      The Board will, in its sole discretion, determine the Performance Period
      or Restricted Period applicable to each grant of Restricted Share Units or
      Restricted Shares, as applicable, under Section 4.1.

	 	 	 	 
		4.3 	
      Determination of Target Milestones. The
      Board shall cause the Designated Participant’s Target Milestones to be
      determined for each Performance Period or Restricted Period at or prior to
      the time of granting Restricted Share Units or Restricted Shares, as
      applicable, to a Designated Participant for that Performance Period or
      Restricted Period. Target Milestones may be based on performance criteria,
      the passage of time or both.

	 	 	 	 
		4.4 	
      Limitations on Grants. Notwithstanding any
      other provision of the Plan:

	 	 	 	 
			(a) 	
      the aggregate number of Shares which may be issued upon
      the redemption of Restricted Share Units granted under this Plan and the
      number of Restricted Shares subject to a Restricted Period issued under
      this Plan, shall not at any time, when taken together with any Shares
      issuable under any other of the Corporation’s security based compensation
      arrangements then either in effect or proposed, exceed 10% of the issued
      and outstanding Shares from time to time;

	 	 	 	 
			(b) 	
      the maximum number of Shares issuable to Insiders of the
      Corporation, at any time, under all security based compensation
      arrangements of the Corporation, shall not exceed 10% of the issued and
      outstanding Shares; and

	 	 	 	 
			(c) 	
      the maximum number of Shares issued to Insiders of the
      Corporation, within any 12 month period, under all security based
      compensation arrangements of the Corporation, shall not exceed 10% of
      issued and outstanding Shares.








			
      For the purposes of this Section 4.4, the number of
      issued and outstanding Shares shall be determined on a non- diluted basis
      and, for the purposes of clause (c) of this Section 4.4, the number of
      issued and outstanding Shares shall exclude Shares issued pursuant to
      security based compensation arrangements during the preceding 12 month
      period. In addition, for purposes of clauses (b) and (c) of this Section
      4.4, securities granted prior to the Designated Participant becoming an
      Insider shall be excluded.

	 	 	 
			
      If any Restricted Share Unit or Restricted Share granted
      hereunder shall be cancelled for any reason without having been redeemed
      in full or without the Restricted Period expiring, as applicable, the
      Shares reserved for issuance or subject to such Restricted Period shall
      again be available for the purposes of the Plan.

	 	 	 
		4.5 	
      Notification and Acknowledgement. A
      Designated Participant shall complete and deliver to the Corporation a
      Restricted Share Unit Acknowledgement, in the form attached as Schedule A
      hereto, for a grant of Restricted Share Units, or a Restricted Share Grant
      Letter in the form attached as Schedule B hereto, for a grant of
      Restricted Shares, each within 90 days of the date the Designated
      Participant receives advice of the grant of Restricted Share Units or
      Restricted Shares, as applicable. If the applicable acknowledgement is not
      delivered within this time, the Board reserves the right to revoke the
      grant of the Restricted Share Units or Restricted Shares, as
      applicable.

	 	 	 
	5. 	
      ADJUSTMENTS

	 	 	 
		5.1 	
      Adjustments. In the event of any stock
      dividend, stock split, combination, exchange of shares, consolidation,
      spin-off or other capital reorganization or distribution (other than
      normal cash dividends) of corporate assets to shareholders, or any other
      similar changes affecting the Shares, such proportionate adjustments to
      reflect such change or changes shall be made with respect to the number of
      Restricted Share Units outstanding and Restricted Shares issued under the
      Plan , all as determined by the Board in its sole discretion.

	 	 	 
		5.2 	
      Change in Control. Subject to Stock
      Exchange and any other regulatory approvals (if required), and
      notwithstanding any other provision of this Plan, if a Designated
      Participant’s employment is terminated by the Corporation for any reason
      whatsoever (other than for Cause) within 6 months following a Change in
      Control, then, notwithstanding the achievement or non-achievement of the
      Target Milestones set forth in a Restricted Share Unit Acknowledgement or
      Restricted Share Grant Letter, all of the Restricted Share Units or
      Restricted Shares held by such Designated Participant shall be deemed
      hereunder to have been vested on the Termination Date, all such vested
      Restricted Share Units shall be redeemable on the Termination Date and all
      such vested Restricted Shares shall be unrestricted and no longer subject
      to the terms of the Plan, and, subject to Applicable Law, shall be freely
      transferable by the Designated Participant on the Termination
  Date.








	6. 	
      AMENDMENT OR TERMINATION

	 	 	 	 
		6.1 	
      Amendment. The Board may, subject where
      required by the Stock Exchange or regulatory approval, amend the Plan or
      any outstanding Restricted Share Unit or Restricted Share at any time
      without shareholder approval, including in the following circumstances,
      provided that, in the case of any outstanding Restricted Share Unit or
      Restricted Share, no such amendment or revision may, without the consent
      of the Designated Participant, materially decrease the rights or benefits
      accruing to such Designated Participant or materially increase the
      obligations of such Designated Participant:

	 	 	 	 
			(a) 	
      amendments of a “housekeeping” nature including, but not
      limited to, of a clerical, grammatical or typographical nature;

	 	 	 	 
			(b) 	
      to correct any defect, supply any information or
      reconcile any inconsistency in the Plan in such manner and to such extent
      as shall be deemed necessary or advisable to carry out the purposes of the
      Plan;

	 	 	 	 
			(c) 	
      in the case of any granted Restricted Share Unit or
      Restricted Share, amend, including the acceleration of, the vesting
      provisions, the Target Milestones, the Performance Period or Restricted
      Period;

	 	 	 	 
			(d) 	
      in the case of any granted Restricted Share Unit or
      Restricted Share, substitute another award for the same or different type
      or make such adjustments contemplated in Section 5.1 of the
Plan;

	 	 	 	 
			(e) 	
      amend the eligibility requirements of Designated
      Participants which would have the potential of broadening or increasing
      Insider participation; and

	 	 	 	 
			(f) 	
      amendments to reflect any changes in requirements of any
      regulatory authority or Stock Exchange to which the Corporation is
      subject.

	 	 	 	 
		6.2 	
      The Board may, subject where required to regulatory
      authority and/or Stock Exchange approval, from time to time, suspend or
      terminate the Plan in whole or in part. No action by the Board to
      terminate the Plan pursuant to this Section 6 shall affect any Restricted
      Share Units or Restricted Shares granted hereunder which became effective
      pursuant to the Plan prior to such action.

	 	 	 	 
		6.3 	
      Notwithstanding any provision contained in the Plan,
      effective June 11, 2009, the Plan must be reconfirmed, every three years,
      by a resolution passed by a majority of the votes cast by Shareholders at
      a meeting of Shareholders and if the Plan is not reconfirmed by the
      Shareholders as required by this provision, no further grants of
      Restricted Share Units or Restricted Shares may be made under the
    Plan.

	 	 	 	 
		6.4 	
      Notwithstanding Section 6.1, no amendments to the Plan to
      increase the number of Shares reserved for issuance under the Plan shall
      be made without obtaining approval of the shareholders in accordance with
      the requirements of the Stock Exchange.








		6.5 	
      Notwithstanding Section 6.1, no amendments to granted
      Restricted Share Units to extend the Performance Period beyond the
      original expiration date for the benefit of Insiders, other than in
      accordance with Section 7.3 hereof, shall be made without obtaining
      approval of the shareholders in accordance with the requirements of the
      Stock Exchange; and no action shall be taken with respect to granted
      Restricted Share Units or Restricted Shares without the consent of the
      Designated Participant, unless the Board determines that such action does
      not materially alter or impair such Restricted Share Unit or Restricted
      Share.

	 	 	 	 
		6.6 	
      No amendment, suspension or discontinuance of the Plan or
      of any granted Restricted Share Unit or Restricted Share may contravene
      the requirements of the Stock Exchange or any securities commission or
      regulatory body to which the Plan or the Corporation is now or may
      hereafter be subject to. Termination of the Plan shall not affect the
      ability of the Board to exercise the powers granted to it hereunder with
      respect to Restricted Share Units and Restricted Shares granted under the
      Plan prior to the date of such termination.

	 	 	 	 
	7. 	
      ASSIGNMENT

	 	 	 	 
		7.1 	
      Assignability. The Plan shall enure to the
      benefit of and be binding upon the Corporation and its Affiliates and
      their respective successors and assigns. Except as provided in Section
      7.2, the interest of any Designated Participant under the Plan or in any
      Restricted Share Units or Restricted Shares shall not be assignable,
      transferable or negotiable (whether by operation of law or otherwise) and
      may not be assigned or transferred other than by will or the laws relating
      to intestacy.

	 	 	 	 
		7.2 	
      Idem. Notwithstanding Section 7.1, a
      Designated Participant may, subject to the approval of the Board, transfer
      a Restricted Share Unit or Restricted Share to any of the following
      permitted assigns:

	 	 	 	 
			(a) 	
      a trustee, custodian or administrator acting on behalf of
      or for the benefit of the Designated Participant;

	 	 	 	 
			(b) 	
      a personal holding corporation, partnership, trust or
      other entity controlled by the Designated Participant; or

	 	 	 	 
			(c) 	
      a registered retirement income fund or a registered
      retirement savings plan (as each such term is defined in the Income Tax
      Act (Canada)) of the Designated Participant.

	 	 	 	 
		7.3 	
      Trading Black-Out Periods. If a Restricted
      Share Unit expires or is redeemed during or within five business days
      after a trading black-out period imposed by the Corporation to restrict
      trades in the Corporation’s securities, then, notwithstanding any other
      provision of the Plan, the Restricted Share Unit shall expire or be
      redeemed 10 business days after the trading black- out period is lifted by
      the Corporation.







ARTICLE 3 
TERMS AND CONDITIONS OF RESTRICTED SHARE
UNITS 

	8. 	
      TERMS OF GRANT

	 	 	 
		8.1 	
      Performance Period. Unless otherwise
      specified by the Board to be a shorter period, the Performance Period
      applicable to a grant of Restricted Share Units will commence on the
      January 1 coincident with or immediately preceding the grant and end on
      December 31 of the third year following the calendar year in which such
      Restricted Share Units were granted.

	 	 	 
		8.2 	
      No Certificates. No certificates shall be
      issued with respect to Restricted Share Units.

	 	 	 
		8.3 	
      No Rights as Shareholders. Restricted Share
      Units are not Shares and the grant of Restricted Share Units will not
      entitle a Designated Participant to any shareholder rights, including,
      without limitation, voting rights, dividend entitlement or rights on
      liquidation.

	 	 	 
	9. 	
      RESERVATION OF SHARES

	 	 	 
		9.1 	
      Sufficient Authorized Shares to be
      Reserved. The Board shall reserve a sufficient number of Shares to
      satisfy the redemption of Restricted Share Units granted under the Plan.
      Shares that are the subject of Restricted Share Units that have failed to
      vest or are redeemed for cash shall thereupon no longer be in reserve and
      may once again be subject to Restricted Share Units granted under the
      Plan.

	 	 	 
	10. 	
      ACCOUNTS AND DIVIDEND EQUIVALENTS

	 	 	 
		10.1 	
      Restricted Share Unit Account. An account,
      to be known as a “Restricted Share Unit Account”, shall be
      maintained by the Corporation for each Designated Participant and shall be
      credited with such notional grants of Restricted Share Units as are
      received by a Designated Participant. The Designated Participant’s
      Restricted Share Unit Account shall indicate the number of Restricted
      Share Units which have been credited to such account from time to
    time.

	 	 	 
		10.2 	
      Dividend Equivalent Restricted Share Units.
      Whenever cash dividends are paid on the Shares, additional Restricted
      Share Units will be credited to the Designated Participant’s Restricted
      Share Unit Account in accordance with this Section 10.2. The number of
      such additional Restricted Share Units will be calculated by dividing the
      cash dividends that would have been paid to such Designated Participant if
      the Restricted Share Units recorded in the Designated Participant’s
      Restricted Share Unit Account as at the record date for the dividend had
      been Shares by the Market Value on the Trading Day immediately preceding
      the date on which the Shares began to trade on an ex-dividend basis,
      rounded down to the next whole number of Restricted Share Units.
  No fractional Restricted Share Units will thereby be created.









		10.3 	
      Cancellation of Restricted Share Units that Fail to
      Vest or Are Redeemed. Restricted Share Units that fail to vest in
      a Designated Participant in accordance with the Plan, or that are redeemed
      in accordance with the Plan, shall be cancelled and shall cease to be
      recorded in the Designated Participant’s Restricted Share Unit Account as
      of the date on which such Restricted Share Units fail to vest or are
      redeemed, as the case may be, and the Designated Participant will have no
      further right, title or interest in such Restricted Share Units.

	 	 	 
	11. 	
      VESTING OF RESTRICTED SHARE UNITS

	 	 	 
		11.1 	
      Vesting. Restricted Share Units granted to
      a Designated Participant under Section 4.1 in respect of a Performance
      Period, and dividend equivalent Restricted Share Units granted to the
      Designated Participant in respect of such Restricted Share Units under
      Section 10.2, shall vest in accordance with this Section 11. Except where
      the context requires otherwise, each Restricted Share Unit which is vested
      pursuant to this Section 11 shall be referred to herein as a “Vested
      Restricted Share Unit”.

	 	 	 
		11.2 	
      Vesting of Restricted Share Units Based on
      Designated Participant’s Target Milestones. Unless otherwise
      specified by the Board, 1 subject to the remaining provisions
      of this Section 11, Restricted Share Units granted to a Designated
      Participant in respect of a Performance Period under Section 4.1, and
      dividend equivalent Restricted Share Units granted to the Designated
      Participant in respect of such Restricted Share Units under Section 10.2,
      shall vest based upon the Designated Participant’s performance toward
      Target Milestones for that Performance Period (as determined by the Board
      acting reasonably), in accordance with the vesting schedule established by
      the Board at the time of the grant and as set out in the Restricted Share
      Unit Acknowledgement.

	 	 	 
		11.3 	
      Vesting on Death, Retirement, Disability or
      Termination without Cause. Unless otherwise determined by the
      Board, and subject to Section 11.4, if a Designated Participant dies
      during a Performance Period, or if a Designated Participant who is an
      officer or employee of the Corporation or an Affiliate of the Corporation
      retires or suffers a Disability during a Performance Period, or if a
      Designated Participant is terminated without Cause during a Performance
      Period (or, in the case of a Consultant, if the consulting contract
      between the Corporation or an Affiliate of the Corporation and the
      Designated Participant is terminated by the Corporation or its Affiliate
      without Cause and not in accordance with the terms thereof), or if a
      Designated Participant who is a director of the Corporation or an
      Affiliate of the Corporation who ceases to be a director and is not or is
      no longer an employee of the Corporation
or an Affiliate of the Corporation, and the Designated Participant’s Target
Milestones for that Performance Period have not been met, the following
provisions shall apply to the Restricted Share Units granted to a Designated
Participant under Section 4.1, and the dividend equivalent Restricted Share
Units granted to the Designated Participant in respect of such Restricted Share
Units under Section 10.2: 





	__________________________
	1 	
      If no vesting period is specified (e.g., if incentive
      stock grants are rolled into the Plan and become immediately exercisable)
      redemption of Restricted Share Units must be made as soon as practicable
      after the grants become exercisable.







	 	(a) 	
      where the Designated Participant’s performance toward
      such Target Milestones can be objectively measured, the vesting of such
      Restricted Share Units shall be in accordance with the proportional
      achievement of the Target Milestone as determined by the Board, acting
      reasonably; and

	 	 	 
	 	(b) 	
      where the Designated Participant’s performance toward
      such Target Milestones cannot be objectively measured but the Board
      considers that it can nevertheless measure such performance, the
      provisions of (a) above shall apply, mutatis mutandis, in respect of such
      performance so measured.




	 	11.4 	
      Employment or Consulting Contracts.
      Notwithstanding any other provision of the Plan, Restricted Share Units
      shall vest in accordance with the terms and conditions of any employment
      or consulting contract between the Corporation or an Affiliate of the
      Corporation and the Designated Participant.




	12. 	
      REDEMPTION OF RESTRICTED SHARE UNITS

	 	 	 	 
		12.1 	
      Designated Participant Continuing in Employment or
      Under Contract. Subject to the remaining provisions of this
      Section 12, each Designated Participant who continues as a director or
      officer of or in employment by or under contract with the Corporation or
      an Affiliate of the Corporation shall have the right to receive, and shall
      receive, with respect to all Restricted Share Units that are Vested
      Restricted Share Units as at the last day of the Performance Period as
      provided herein (or such earlier date in the case of Vested Restricted
      Share Units that are redeemable immediately upon the achievement of Target
      Milestones) at the election of the Board in its sole discretion:

	 	 	 	 
			(a) 	
      a cash payment equal to the Market Value of such Vested
      Restricted Share Units as of the date of redemption;

	 	 	 	 
			(b) 	
      such number of treasury Shares duly issued by the
      Corporation as are equal to the number of such Vested Restricted Share
      Units; or

	 	 	 	 
			(c) 	
      any combination of the foregoing, such that the cash
      payment, plus such number of treasury Shares duly issued by the
      Corporation, have a value equal to the Market Value of such Vested
      Restricted Share Units as of the date of
redemption;







in each case at the end of the
Performance Period, or such earlier date in the case of Vested Restricted Share
Units that are redeemable immediately upon the achievement of Target Milestones.


	 	12.2 	
      Redemption on Death, Retirement, Disability or
      Termination without Cause. Unless otherwise determined by the
      Board, if a Designated Participant dies during a Performance Period, or if
      a Designated Participant who is an officer or employee of the Corporation
      or an Affiliate of the Corporation retires or suffers a Disability during
      a Performance Period, or if a Designated Participant is terminated without
      Cause during a Performance Period (or, in the case of a Consultant, if the
      consulting contract between the Corporation or an Affiliate of the
      Corporation and the Designated Participant is terminated by the
      Corporation or its Affiliate without Cause and not in accordance with the
      terms thereof), or if a Designated Participant who is a director of the
      Corporation or an Affiliate of the Corporation who ceases to be a director
      and is not or is no longer an employee of the Corporation or an Affiliate
      of the Corporation, and the Designated Participant’s Target Milestones for
      that Performance Period have not been met, the Designated Participant or
      his Beneficiary, if applicable, shall have the right to receive, and shall
      receive, with respect to all Restricted Share Units that are Vested
      Restricted Share Units as determined in accordance with Section 11.3(a) or
      11.3(b), mutatis mutandis, as at the Termination Date, at the election of
      the Board in its sole discretion:




	 	(a) 	
      a cash payment equal to the Market Value of such Vested
      Restricted Share Units as of the date of redemption;

	 	 	 
	 	(b) 	
      such number of treasury Shares duly issued by the
      Corporation as are equal to the number of such Vested Restricted Share
      Units; or

	 	 	 
	 	(c) 	
      any combination of the foregoing, such that the cash
      payment, plus such number of treasury Shares duly issued by the
      Corporation, have a value equal to the Market Value of such Vested
      Restricted Share Units as of the date of
redemption;



in each case as soon as practicable
following the Termination Date. 

	 	12.3 	
      Termination for Cause and Voluntary Termination
      During Performance Period. Unless otherwise determined by the
      Board, if the employment of a Designated Participant is terminated for
      Cause, or if the Designated Participant terminates his employment with the
      Corporation or an Affiliate of the Corporation for any reason other than
      the circumstances specified in Section 12.2, the Designated Participant
      shall not be entitled to be issued any cash or treasury Shares on account
      of Restricted Share Units relating to the Performance Period(s) in which
      the Designated Participant’s employment terminates and any such Restricted
      Share Units recorded in the Designated Participant’s Restricted Share Unit
      Account shall be cancelled.







ARTICLE 4 
TERMS AND CONDITIONS OF RESTRICTED
SHARES 

	13. 	
      TERMS OF GRANT

	 	 	 
		13.1 	
      Rights as Shareholder. Designated
      Participants who are granted Restricted Shares shall have, in respect of
      such Restricted Shares, all rights as a shareholder of the Corporation,
      including, without limitation, voting rights, dividend entitlement in
      respect of the Restricted Shares and rights on liquidation, and for all
      purposes will be treated as shareholders of the Corporation, but for the
      fact that the Restricted Shares may be cancelled or terminated in certain
      circumstances and may not be transferred by the Designated Participant,
      prior to the expiry of the Restricted Period.

	 	 	 
		13.2 	
      Restricted Period. Unless otherwise
      specified by the Board to be a shorter period, the Restricted Period in
      respect of any Restricted Share shall commence on the date of the grant of
      such Restricted Share and shall continue until December 31 of the third
      year following the calendar year in which such Restricted Share was
      granted.

	 	 	 
		13.3 	
      Cancellation of Restricted Shares that Fail to
      Vest. Restricted Shares that fail to vest to a Designated
      Participant in accordance with the Plan shall be cancelled as of the date
      on which such Restricted Shares fail to vest and the Designated
      Participant will have no further right, title or interest in such
      Restricted Shares.

	 	 	 
	14. 	
      VESTING OF RESTRICTED SHARES

	 	 	 
		14.1 	
      Vesting. Restricted Shares granted to a
      Designated Participant under Section 4.1 in respect of a Restricted Period
      shall vest in accordance with this Section 14. Except where the context
      requires otherwise, each Restricted Share which is vested pursuant to this
      Section 14 shall be referred to herein as a “Vested Restricted
      Share”. All Vested Restricted Shares shall be unrestricted and no
      longer subject to the terms of the Plan, and, subject to Applicable Law,
      shall be freely transferable by the Designated Participant.

	 	 	 
		14.2 	
      Vesting of Restricted Shares Based on Designated
      Participant’s Target Milestones. Unless otherwise specified by the
      Board, subject to the remaining provisions of this Section 14, Restricted
      Shares granted to a Designated Participant in respect of a Restricted
      Period under Section 4.1, shall vest based upon the Designated
      Participant’s performance toward Target Milestones for that Restricted
      Period (as determined by the Board acting reasonably), in accordance with
      the vesting schedule established by the Board at the time of the grant and
      as set out in the Restricted Share Grant Letter.

	 	 	 
		14.3 	
      Vesting on Death, Retirement, Disability or
      Termination without Cause. Unless otherwise determined by the
      Board, and subject to Section 14.4, if a Designated Participant dies
      during a Restricted Period, or if a Designated Participant who is an
      officer or employee of the Corporation or an Affiliate of
  the Corporation retires or suffers a
Disability during a Restricted Period, or if a Designated Participant is
terminated without Cause during a Restricted Period (or, in the case of a
Consultant, if the consulting contract between the Corporation or an Affiliate
of the Corporation and the Designated Participant is terminated by the
Corporation or its Affiliate without Cause and not in accordance with the terms
thereof), or if a Designated Participant who is a director of the Corporation or
an Affiliate of the Corporation who ceases to be a director and is not or is no
longer an employee of the Corporation or an Affiliate of the Corporation, and
the Designated Participant’s Target Milestones for that Restricted Period have
not been met, the following provisions shall apply to the Restricted Shares
granted to a Designated Participant under Section 4.1: 








	 	(a) 	
      where the Designated Participant’s performance toward
      such Target Milestones can be objectively measured, the vesting of such
      Restricted Shares shall be in accordance with the proportional achievement
      of the Target Milestone as determined by the Board, acting reasonably;
      and

	 	 	 
	 	(b) 	
      where the Designated Participant’s performance toward
      such Target Milestones cannot be objectively measured but the Board
      considers that it can nevertheless measure such performance, the
      provisions of (a) above shall apply, mutatis mutandis, in respect of such
      performance so measured.




	 	14.4 	
      Employment or Consulting Contracts.
      Notwithstanding any other provision of the Plan, Restricted Shares
      shall vest in accordance with the terms and conditions of any employment
      or consulting contract between the Corporation or an Affiliate of the
      Corporation and the Designated Participant.




	15. 	
      CANCELLATION OF RESTRICTED SHARES

	 	 	 
		15.1 	
      Cancellation on Death, Retirement, Disability or
      Termination without Cause. Unless otherwise determined by the
      Board, if a Designated Participant dies during a Restricted Period, or if
      a Designated Participant who is an officer or employee of the Corporation
      or an Affiliate of the Corporation retires or suffers a Disability during
      a Restricted Period, or if a Designated Participant is terminated without
      Cause during a Restricted Period (or, in the case of a Consultant, if the
      consulting contract between the Corporation or an Affiliate of the
      Corporation and the Designated Participant is terminated by the
      Corporation or its Affiliate without Cause and not in accordance with the
      terms thereof), or if a Designated Participant who is a director of the
      Corporation or an Affiliate of the Corporation who ceases to be a director
      and is not or is no longer an employee of the Corporation or an Affiliate
      of the Corporation, and the Designated Participant’s Target Milestones for
      that Restricted Period have not been met, the Designated Participant or
      his Beneficiary, if applicable, shall have the right to retain, and shall
      retain, the Vested Restricted Shares, as determined in accordance with
      Section 14.3(a) or 14.3(b), mutatis mutandis, as at the Termination Date,
      at the election of the Board in its sole discretion, and all remaining
  Restricted Shares shall be cancelled.









	 	15.2 	
      Termination for Cause and Voluntary Termination
      During Performance Period. Unless otherwise determined by the
      Board, if the employment of a Designated Participant is terminated for
      Cause, or if the Designated Participant terminates his employment with the
      Corporation or an Affiliate of the Corporation for any reason other than
      the circumstances specified in Section 15.1, the Designated Participant
      shall not be entitled to retain any Shares on account of Restricted Shares
      relating to the Restricted Period(s) in which the Designated Participant’s
      employment terminates and any such Restricted Shares shall be
      cancelled.





	16. 	
      UNITED STATES SECURITIES LAWS

	 	 	 
		16.1 	
      Compliance with United States Securities
      Laws. All Shares issued pursuant to the Plan will be issued
      pursuant to the registration requirements of the United States Securities
      Act of 1933, as amended, or an exemption from such registration
      requirements.



ARTICLE 5 
ADMINISTRATION 

	17. 	
      ADMINISTRATION

	 	 	 
		17.1 	
      Board. Unless otherwise determined by the
      Board, the Plan shall be administered by the Board.

	 	 	 
		17.2 	
      Compliance with Laws and Policies. Each
      Designated Participant shall acknowledge and agree (and shall be
      conclusively deemed to have so acknowledged and agreed by participating in
      the Plan) that the Designated Participant will, at all times, act in
      strict compliance with Applicable Law and all other laws and any policies
      of the Corporation applicable to the Designated Participant in connection
      with the Plan. Such laws, regulations, rules and policies shall include,
      without limitation, those governing “insiders” of “reporting issuers” as
      those terms are construed for the purposes of applicable securities laws,
      regulations and rules.

	 	 	 
		17.3 	
      No Distribution. Where necessary to effect
      exemptions from registration and prospectus requirements or registration
      of the Restricted Shares under securities laws applicable to the
      securities of the Corporation, a Designated Participant shall be required,
      upon receipt of any Restricted Shares pursuant to the Plan, to hold the
      Restricted Shares with investment intent (i.e. for investment purposes)
      and not with a view to their distribution, and to present to the
      Corporation an undertaking to that effect in a form acceptable to the
      Corporation. The Board may take such other action or require such other
      action or agreement by such Designated Participant as may from time to
      time be necessary to comply with applicable securities laws. This
      provision shall in no way obligate the Corporation
to undertake the filing of a prospectus or other similar
      document or registration of the Restricted Shares under any securities
  laws applicable to the securities of the Corporation.









	 	17.4 	
      Delegation. The Board may delegate to any
      director, officer or employee of the Corporation such duties and powers
      relating to the Plan as it may see fit.

	 	 	 
	 	17.5 	
      Subject to Law. The Corporation’s issuance
      of any Restricted Share Units or Restricted Shares or its obligation to
      issue Shares or to make any payment under the terms of the Plan is subject
      to compliance with Applicable Laws. As a condition of participating in the
      Plan, each Designated Participant agrees to comply with all such
      Applicable Laws and agrees to furnish to the Corporation all information
      and undertakings as may be required to permit compliance with Applicable
      Law. Issuance, transfer or delivery of certificates of Restricted Share
      Units, Restricted Shares or Shares or payment of any amount payable
      pursuant to the Plan may be delayed, at the discretion of the Board, until
      the Board is satisfied that the applicable requirements of securities and
      income tax laws have been met.

	 	 	 
	 	17.6 	
      Withholding. The Board may take all such
      measures as it deems appropriate to ensure that the Corporation’s
      obligations under the withholding provisions under income tax laws
      applicable to the Corporation and the Designated Participants and other
      provisions of applicable laws are satisfied with respect to the grant of
      the Restricted Share Units or Restricted Shares under the Plan, including
      without limiting the generality of the forgoing, the withholding of all or
      any portion of any payment or the withholding of the grant of Restricted
      Share Units, Restricted Shares or Shares or payment of any amount payable,
      until such time as the Designated Participant has paid the Corporation or
      any Affiliate of the Corporation for any amount which the Corporation or
      the Affiliate of the Corporation is required to withhold with respect to
      such taxes.

	 	 	 
	 	17.7 	
      No Employment or Additional Rights. Nothing
      herein contained shall be deemed to give any person the right to be
      retained as a director, officer, employee or Consultant of the Corporation
      or of an Affiliate of the Corporation. For greater certainty, a period of
      notice, if any, or payment in lieu thereof, upon termination of
      employment, wrongful or otherwise, shall not be considered as extending
      the period of employment for the purposes of the Plan. Neither designation
      of an employee as a Designated Participant nor the grant of any Restricted
      Share Units to any Designated Participant entitles any Designated
      Participant to the grant, or any additional grant, as the case may be, of
      any Restricted Share Units under the Plan.

	 	 	 
	 	17.8 	
      Administration Costs. The Corporation will
      be responsible for all costs relating to the administration of the
      Plan.

	 	 	 
	 	17.9 	
      No Obligation to Fund or Secure. Unless
      otherwise determined by the Board, the Plan, including any right or
      entitlement of a Designated Participant
hereunder, shall remain an unfunded and unsecured obligation of the
  Corporation and any applicable Affiliates of the Corporation.









	 	17.10 	
      Legality of Delivery. No Share shall be
      delivered under the Plan unless and until the Board has determined that
      all provisions of Applicable Law have been satisfied. The Board may
      require, as a condition of the issuance and delivery of Shares pursuant to
      the terms hereof, that the recipient of such Shares make such covenants,
      agreements and representations, as the Board in its sole discretion deems
      necessary or desirable.

	 	 	 
	 	17.11 	
      Certificates. The delivery of
      treasury Shares under the Plan shall be effected on a non-certificated
      basis, to the extent not prohibited by Applicable Law.

	 	 	 
	 	17.12 	
      No Fractional Shares. The Corporation shall
      not be required to issue fractional Shares on account of the redemption of
      Restricted Share Units. If any fractional interest in a Share would,
      except for this provision, be deliverable on account of the redemption of
      Restricted Share Units, the Corporation shall, in lieu of delivering any
      certificate of such fractional interest, satisfy such fractional interest
      by paying to the Designated Participant or his Beneficiary, if applicable,
      a cash amount equal to the fraction of the Share corresponding to such
      fractional interest multiplied by the Market Value of such
Share.

	 	 	 
	 	17.13 	
      No Interest. For greater certainty, no
      interest shall accrue to, or be credited to, the Designated Participant on
      any amount payable under the Plan.

	 	 	 
	 	17.14 	
      Rules for Administration and
      Interpretation. The Board may enact rules and regulations relating
      to the administration and interpretation of the Plan and may amend such
      rules and regulations from time to time. The Board shall have the
      authority to decide conclusively all matters relating to the
      administration, application and interpretation of the
  Plan.



END OF DOCUMENT