stock purchase plan of microcell dated may 1, 2003



 



Exhibit 4.6


EMPLOYEE STOCK PURCHASE PLAN



OF



MICROCELL TELECOMMUNICATIONS INC.



May 1, 2003




 






 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	1.	 	DEFINITIONS AND INTERPRETATION
	 	1
	 	 	
1.1
	 	Definitions
	 	1
	 	 	
1.2
	 	Headings and References
	 	2
	 	 	
1.3
	 	Extended Meanings
	 	2
	 	 	
1.4
	 	Currency
	 	2
	 	 	
1.5
	 	Governing Law
	 	2
	 	 	
1.6
	 	Schedules
	 	2
	2.	 	ESTABLISHMENT OF THIS PLAN
	 	3
	 	 	
2.1
	 	Establishment
	 	3
	 	 	
2.2
	 	Purpose
	 	3
	 	 	
2.3
	 	No Employment Rights
	 	3
	3.	 	PARTICIPATION
	 	3
	 	 	
3.1
	 	Election to Participate
	 	4
	 	 	
3.2
	 	Participant’s Contribution
	 	4
	 	 	
3.3
	 	Modification of Contribution
	 	4
	 	 	
3.4
	 	Discontinuance of Contribution
	 	4
	4.	 	CORPORATION’S CONTRIBUTIONS
	 	5
	 	 	
4.1
	 	Level of Contribution
	 	5
	 	 	
4.2
	 	Option of the Corporation
	 	5
	 	 	
4.3
	 	Issue Price
	 	6
	5.	 	LIMITATIONS
	 	6
	 	 	
5.1
	 	Maximum Number
	 	6
	 	 	
5.2
	 	Fractional Shares
	 	6
	 	 	
5.3
	 	Individual Limit
	 	6
	 	 	
5.4
	 	Collective Limit
	 	6
	6.	 	PURCHASE OF SHARES
	 	6
	 	 	
6.1
	 	Purchase Price
	 	6
	 	 	
6.2
	 	Purchase of Shares
	 	6
	 	 	
6.3
	 	Brokerage Fees
	 	7
	 	 	
6.4
	 	Accounts and Statements
	 	7
	 	 	
6.5
	 	Participant’s Rights in Shares Held by the Administrative Agent
	 	7
	7.	 	SALE OF SHARES OR WITHDRAWAL
	 	7
	 	 	
7.1
	 	Election to Dispose
	 	7
	 	 	
7.2
	 	Sale of Shares
	 	7
	 	 	
7.3
	 	Withdrawals
	 	8
	 	 	
7.4
	 	Brokerage Fees
	 	8
	 	 	
7.5
	 	Fractional Shares
	 	8



 






 


- ii -


	 	 	 	 	 	 	 
	8.	 	TERMINATION
	 	8
	 	 	
8.1
	 	Death or Retirement of Participant
	 	8
	 	 	
8.2
	 	Leave of Absence
	 	9
	 	 	
8.3
	 	Loss of Eligibility
	 	9
	9.	 	GENERAL
	 	9
	 	 	
9.1
	 	Rights not Transferable
	 	9
	 	 	
9.2
	 	Administration
	 	10
	 	 	
9.3
	 	No Liability
	 	10
	 	 	
9.4
	 	Designation of Subsidiary
	 	10
	 	 	
9.5
	 	Incapacity
	 	10
	 	 	
9.6
	 	Amendment and Termination
	 	10
	 	 	
9.7
	 	Approvals
	 	11
	 	 	
9.8
	 	Income Taxes
	 	11
	 	 	
9.9
	 	Offer for Shares
	 	11
	 	 	
9.10
	 	Notice
	 	11



 






 




	1.	DEFINITIONS AND INTERPRETATION
	 
	 	1.1	 	Definitions
	 
	 	 	 	In this Plan, the following terms have the following respective
meanings:
	 


	 	(a)	 	Administrative Agent means a person appointed by
the Board with a view of assisting in the administration and
record keeping required to be performed under this Plan.
	 
	 	(b)	 	Amendment to the Participation Agreement means
the amendment to the Participation Agreement in the form
annexed as Schedule C.
	 
	 	(c)	 	Board means the board of directors of the
Corporation or the Human Resources Committee or any other
committee designated by the board of directors to administer
this Plan.
	 
	 	(d)	 	Calculation Date means for each Year, June 30 of
the following year.
	 
	 	(e)	 	Canadian means a Canadian within the meaning
ascribed to such term in the Telecommunications Act (Canada)
S.C. 1993, c. 38 and the regulations thereunder, as amended
from time to time.
	 
	 	(f)	 	Class A Shares means the Class A Restricted
Voting Shares in the capital of the Corporation.
	 
	 	(g)	 	Class B Shares means the Class B Non-Voting
Shares in the capital of the Corporation.
	 
	 	(h)	 	Corporation means Microcell Telecommunications
Inc., a corporation existing under the laws of Canada and any
successor corporation.
	 
	 	(i)	 	Employee means a person in the permanent
full-time or permanent part-time employ of the Corporation or
a Subsidiary, including an officer of the Corporation or a
Subsidiary.
	 
	 	(j)	 	Notice of Discontinuance means a notice of
discontinuance of contributions to this Plan in the form
annexed as Schedule D.
	 
	 	(k)	 	Notice of Disposition or Withdraw means a notice
of an election to dispose of Shares in the form annexed as
Schedule E.
	 
	 	(l)	 	Participant means an Employee who, pursuant to
Section 3.1, has elected to participate in this Plan and is
eligible.
	 
	 	(m)	 	Participation Agreement means the agreement
between the Corporation and a Participant in the form annexed
as Schedule A, as amended from time to time.



 






 






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	 	(n)	 	Participation Period means any one of the four
periods of time consisting of the last fifteen days of the
month of March, June, September and December of each Year.
	 
	 	(o)	 	Plan means this Employee Stock Purchase Plan, as
amended from time to time including any Schedule thereto.
	 
	 	(p)	 	Residency Declaration means a declaration by
Participant whether he is Canadian or non-Canadian in the form
annexed as Schedule B.
	 
	 	(q)	 	Salary means the gross base annual salary
actually agreed to be paid by the Corporation or a Subsidiary
to the Employee.
	 
	 	(r)	 	Shares means Class A Shares or Class B Shares of
the Corporation, as the case may be.
	 
	 	(s)	 	Subsidiary means a corporation that is
controlled, directly or indirectly, by the Corporation and is
designated as a “Subsidiary” by the Board for the purpose of
this Plan.
	 
	 	(t)	 	Year means a calendar year.
	 


	 	1.2	 	Headings and References
	 
	 	 	 	The table of contents and the headings have been inserted in this
Plan for ease of reference and shall not be used to interpret,
define or limit the scope, the meaning or the intention of this
Plan.
	 
	 	1.3	 	Extended Meanings
	 
	 	 	 	Unless otherwise specified, words importing the singular include
the plural and vice versa and words importing gender include all
genders.
	 
	 	1.4	 	Currency
	 
	 	 	 	Every reference to currency shall be a reference to Canadian currency.
	 
	 	1.5	 	Governing Law
	 
	 	 	 	This Plan shall be governed by and interpreted in accordance with
the laws of the Province of Québec and the laws of Canada
applicable therein, and the Corporation and each Participant
irrevocably accepts the non-exclusive jurisdiction of the courts of
Québec.



 






 






- 3 -




	 	1.6	 	Schedules
	 
	 	 	 	The following Schedules are annexed to this Plan and form part of this Plan:




	 	 	 
	Schedule A	 	
Participation Agreement
	Schedule B	 	
Residency Declaration
	Schedule C	 	
Amendment to the Participation Agreement
	Schedule D	 	
Notice of Discontinuance
	Schedule E	 	
Notice of Disposition or Withdraw




	2.	 	ESTABLISHMENT OF THIS PLAN




	 	2.1	 	Establishment
	 
	 	 	 	The Corporation hereby establishes this Plan effective May 1, 2003.
	 
	 	2.2	 	Purpose
	 
	 	 	 	The purpose of this Plan is to advance the interests of the
Corporation by giving Employees an opportunity to participate in
the ownership of the Corporation with the following objectives:
	 


	 	(a)	 	to develop Employee awareness of, and
responsibility for the Corporation’s financial results;
	 
	 	(b)	 	to enhance Employee involvement and
entrepreneurship; and
	 
	 	(c)	 	to encourage Employees to think and act like
shareholders.
	 


	 	2.3	 	No Employment Rights
	 
	 	 	 	This Plan does not give any Employee, whether a Participant or not,
the right to remain an employee of the Corporation or a Subsidiary
or any right to, or interest in, any Shares, except as specifically
provided in this Plan. Nothing in this Plan shall be deemed,
interpreted or construed to constitute an agreement, or an
expression of intent, on the part of the Corporation or a
Subsidiary, to extend the employment of any Employee beyond the
time at which such Employee would normally be required to retire in
accordance with any applicable employment agreement, or retirement
plan or policy of the Corporation or a Subsidiary, then in effect.
	 
	 	2.4	 	Assumption of Obligations
	 
	 	The Corporation hereby assumes any and all outstanding obligations of
2861399 Canada Inc. (formerly, Microcell Telecommunications Inc.), a
wholly-owned subsidiary of the Corporation, pursuant to and under the
employee stock purchase plan of 2861399 Canada Inc. adopted on March 9,
2000, as amended, with such adjustments as may be necessary to give full
effect to the assumption herein contemplated.
	 



	3.	PARTICIPATION
	 
	 	Participation in this Plan is entirely voluntary and any decision not to
participate will not affect an Employee’s employment with the
Corporation.



 






 






- 4 -




	 	3.1	 	Election to Participate
	 
	 	 	 	An Employee must be actively at work or on maternity/parental leave
of absence in order to elect to participate in this Plan and in
order to make contributions to this Plan.
	 
	 	 	 	An Employee who elects to participate in this Plan must complete
and execute a Participation Agreement and a Residency Declaration
and deliver same to the Corporation during a Participation Period.
When signed by the Corporation, the Participation Agreement governs
the purchase of Shares by the Employee as a Participant.
	 
	 	 	 	Based on the Residency Declaration provided by a Participant,
contributions of a Participant under this Plan shall be used to
purchase Class A Shares, if Canadian, or Class B Shares, if
non-Canadian.
	 
	 	3.2	 	Participant’s Contribution
	 
	 	 	 	Subject to Section 5, each Participant may contribute during each
Year up to 10%, in whole percentages only, of his Salary for the
Year to purchase Shares pursuant to this Plan.
	 
	 	 	 	If an Employee has not been a Participant for an entire Year, the
Salary will be adjusted in proportion to the number of days during
the applicable Year during which the Employee was a Participant.
	 
	 	 	 	A Participant’s contributions will be withheld at source by the
Corporation by way of scheduled payroll deductions based on the
percentage of Salary representing the Participant’s chosen level of
contribution and will be remitted to the Administrative Agent for
purchase of Shares pursuant to Section 6.
	 
	 	3.3	 	Modification of Contribution
	 
	 	 	 	During a Participation Period, a Participant may modify his level
of contribution by submitting to the Corporation a Participation
Agreement Amendment. When signed by the Corporation, any
Participation Agreement Amendment shall thereafter govern the
purchase of Shares by the Participant. A Participant’s level of
contribution may not be amended more than twice during the same
Year.
	 
	 	3.4	 	Discontinuance of Contribution
	 
	 	 	 	A Participant may, at any time, discontinue his contribution by
submitting to the Corporation a Notice of Discontinuance. The
Notice of Discontinuance must be received by the Corporation before
the fifteenth (15th) of the month for discontinuance to be
effective on the first pay period of the following month.
	 
	 	 	 	Not later than ninety (90) days following the effective date of
discontinuance, the former Participant will receive from the
Administrative Agent all accumulated



 






 






- 5 -




	 	 	 	contribution amounts not yet used to purchase Shares and will
receive from the Corporation all of the former Participant’s
contributions not yet remitted to the Administrative Agent. All
such payments will be made without interest.
	 
	 	 	 	A Participant who discontinues his contribution under this Plan
ceases to be a Participant on the effective date of the
discontinuance. A former Participant cannot elect to participate
again in this Plan until six months following the effective date of
the discontinuance. Any such election shall be made in accordance
with the provisions of Section 3.1.




	4.	 	CORPORATION’S CONTRIBUTIONS




	 	4.1	 	Level of Contribution
	 
	 	 	 	The Corporation shall make a contribution in Shares for the benefit
of the Participant under this Plan if (i) a Participant has made a
contribution under this Plan in a Year and is still an Employee on
the Calculation Date and (ii) if the Shares purchased with the
Participant’s contributions during the Year are still held by the
Administrative Agent for the benefit of the Participant-on the
Calculation Date.
	 
	 	 	 	If a Participant’s contribution was five percent (5%) or less of
his Salary, the Corporation shall make a contribution in Shares for
the benefit of the Participant equal to one-third (1/3) of the
number of Shares purchased with the Participant’s contribution
during the Year.
	 
	 	 	 	If a Participant’s contribution was more than five percent (5%) of
his Salary for the Year, the number of Shares purchased with the
Participant’s contribution used to calculate the Corporation’s
contribution will be reduced by multiplying it by five (5) and
dividing it by the number of his percentage of Salary contribution.
For example, if the Participant’s contribution is based on ten
percent (10%) of his Salary and if the number of Shares purchased
during the Year is ninety (90), the number of Shares used to
calculate the Corporation’s contribution will be:
	 
	 	 	 	90 x 5 ÷ 10 = 45


and the Corporation’s contribution will be 45 ÷ 3 = 15.

	 
	 	4.2	 	
Option of the Corporation
	 
	 	 	 	The Corporation may choose to make its contribution in Shares from
treasury or to deposit with the Administrative Agent sufficient
funds to enable the Administrative Agent to purchase the
appropriate number of Shares in the market. In the latter case, the
Administrative Agent shall purchase the Shares through a broker
designated by the Corporation. If the Corporation’s contributions
are used to purchase Shares at difference prices, the Shares shall
be credited to each Participant’s account at their average purchase
price.



 






 






- 6 -




	 	4.3	 	Issue Price
	 
	 	 	 	If the Shares contributed by the Corporation are issued from
treasury, they will be allocated to each Participant’s account at a
purchase price determined by the Board on the basis of the average
closing price of the Class A Shares or the average closing price of
the Class B Shares, as the case may be, on the Toronto Stock
Exchange for the five trading days preceding the Calculation Date




	5.	 	LIMITATIONS




	 	5.1	 	Maximum Number
	 
	 	 	 	The total number of treasury Class A Shares and Class B Shares that
can be issued by the Corporation in order to make its contribution
pursuant to this Plan will not exceed 250,000.
	 
	 	5.2	 	Fractional Shares
	 
	 	 	 	No fractional treasury Shares can be issued by the Corporation and
the Board may determine the manner in which any fractional Share
value will be treated.
	 
	 	5.3	 	Individual Limit
	 
	 	 	 	An Employee cannot, under the terms of this Plan together with any
other stock purchase plan or stock option plan of the Corporation,
acquire more than 5% of the issued and outstanding Class A Shares
and Class B Shares of the Corporation.
	 
	 	5.4	 	Collective Limit
	 
	 	 	 	Employees who are insiders of the Corporation cannot, under the
terms of this Plan together with any other stock purchase plan or
stock option plan of the Corporation, acquire more than 10% of the
issued and outstanding Class A Shares and Class B Shares of the
Corporation.




	6.	 	PURCHASE OF SHARES




	 	6.1	 	Purchase Price
	 
	 	 	 	The price paid for the purchase of Shares on the market will be
equal to one hundred percent (100%) of the market price thereof at
the time of purchase.
	 
	 	6.2	 	Purchase of Shares
	 
	 	 	 	The Administrative Agent will use the Participant’s contributions
to purchase Shares on the market every month. The Administrative
Agent will purchase the Shares through the stockbroker designated
by the Corporation. The Shares purchased during a period will be
credited to the Participant’s account within the



 






 






- 7 -




	 	 	 	first ten (10) calendar days following the said period at the
average purchase price of all Shares purchased during such period.
	 
	 	6.3	 	Brokerage Fees
	 
	 	 	 	The Corporation will pay all brokerage fees at the time of purchase
of the Shares under this Plan. In all other circumstances, the
Participant shall be responsible for the payment of any brokerage
fees.
	 
	 	6.4	 	Accounts and Statements
	 
	 	 	 	The Administrative Agent will maintain records indicating, for each
Participant, the number of Shares purchased and the Corporation’s
contributions. The Administrative Agent will furnish to the
Participant periodical statements indicating thereon the number of
Shares held by the Administrative Agent on his behalf, and all
other relevant information at the discretion of the Corporation.
Each of such statements will be deemed to have been accepted by the
Participant as correct unless written notice to the contrary is
received by the Administrative Agent within thirty (30) days after
the mailing of such statements to the Participant.
	 
	 	6.5	 	Participant’s Rights in Shares Held by the Administrative
Agent
	 
	 	 	 	All funds and Shares held by the Administrative Agent pursuant to
this Plan are held for the benefit of each Participant. A
Participant will be the beneficial owner of Shares purchased on his
behalf.
	 
	 	 	 	The Administrative Agent will send to a Participant any dividend as
well as any documentation received on his behalf.




	7.	 	SALE OF SHARES OR WITHDRAWAL




	 	7.1	 	Election to Dispose
	 
	 	 	 	Not more than twice a Year, a Participant may elect to have the
Administrative Agent sell or withdraw all or a portion of the
Shares (in whole numbers) held by the Administrative Agent on his
behalf by giving to the Administrative Agent a Notice of
Disposition or Withdraw.
	 
	 	 	 	For the purpose of this Plan, all Shares sold by the Administrative

Agent or withdrawn shall be deemed to be sold or withdrawn, as the
case may be, on the basis that the first Shares purchased by the
Participant are the first Shares sold or withdrawn.
	 
	 	7.2	 	Sale of Shares
	 
	 	 	 	In the case of a sale, the Administrative Agent will sell the
Shares through a stockbroker designated by the Corporation and
remit the proceeds, less any applicable fees and expenses, to the
Participant.



 






 






- 8 -




	 	7.3	 	Withdrawals
	 
	 	 	 	In the case of a withdrawal, the Administrative Agent will remit to
the Participant a certificate representing the Shares requested to
be withdrawn.
	 
	 	7.4	 	Brokerage Fees
	 
	 	 	 	The Participant shall pay all brokerage fees at the time of sale of
Shares under this Plan.
	 
	 	7.5	 	Fractional Shares
	 
	 	 	 	In the case of a sale or withdrawal of all of the Shares of an
Employee as a result of the Employee ceasing to be a Participant,
any fractions of Shares held by the Administrative Agent on his
behalf will be paid in cash.




	8.	 	TERMINATION




	 	8.1	 	Death or Retirement of Participant
	 
	 	 	 	If a Participant dies or ceases to be an Employee by reason of
mandatory retirement:
	 


	 	(a)	 	the Participant will immediately cease to be a
Participant and payroll deductions will stop immediately;
	 
	 	(b)	 	the Participant or his beneficiaries shall be
entitled to receive from the Corporation all accumulated
amounts not yet remitted to the Administrative Agent without
interest;
	 
	 	(c)	 	the Participant or his beneficiaries shall be
entitled to receive from the Administrative Agent, all
accumulated amounts not yet used to purchase Shares without
interest;
	 
	 	(d)	 	the Participant or his beneficiaries shall be
entitled to the Corporation’s contributions for the year
preceding his death or retirement even if this event occurs
before the Calculation Date;
	 
	 	(e)	 	the Participant or his beneficiaries shall be
entitled to the Corporation’s contributions for the Year of
his death or retirement. The calculation of the Corporation’s
contribution will be adjusted in proportion to the number of
days elapsed from the beginning of the Year until the day when
he ceased to be a Participant. The issue price will be
calculated in the manner determined in Section 4.3 but using
the date when he ceased to be a Participant instead of the
Calculation Date; and
	 
	 	(f)	 	the Participant or his beneficiaries will have
(12) months following the date of death or retirement to
request either a withdrawal or the sale of



 






 






- 9 -




	 	 	 	all Shares held by the Administrative Agent in the manner set forth in Section 7.

	 


	 	8.2 	 	
Leave of Absence
	 
	 	 	 	A Participant on maternity/parental leave of absence may elect to
continue his contributions under this Plan during the period of
leave by sending a notice to the Corporation of such decision
before he leaves or within a reasonable delay afterwards.
	 
	 	8.3	 	Loss of Eligibility
	 
	 	 	 	If a Participant ceases to be an Employee for any reason other than
the events mentioned in Section 8.1, then:
	 


	 	(a)	 	the Participant will immediately cease to be a
Participant and payroll deductions will stop immediately;
	 
	 	(b)	 	the former Participant shall be entitled to
receive from the Corporation all accumulated amounts not yet
remitted to the Administrative Agent without interest;
	 
	 	(c)	 	the former Participant shall be entitled to
receive from the Administrative Agent, all accumulated amounts
not yet used to purchase Shares without interest;
	 
	 	(d)	 	the former Participant shall not be entitled to
the Corporation’s contribution not yet made at the time of
loss of eligibility; and
	 
	 	(e)	 	The former Participant will immediately withdraw
all of his Shares in the manner set forth in Section 7.




	9.	 	GENERAL




	 	9.1	 	Rights not Transferable
	 
	 	 	 	The rights of a Participant under this Plan shall be transferable
only by will or by the laws of intestacy and shall be exercisable,
during the lifetime of the Participant, only by the Participant
(or, during any period in which the Participant lacks capacity, by
the Participant’s personal or legal representatives) and, upon the
death of the Participant, by the Participant’s heirs, executors,
administrators or legal representatives.
	 
	 	 	 	Except as specifically provided in the preceding paragraph, none of
the rights and privileges conferred under this Plan shall be
transferred, assigned, pledged, hypothecated in any way or made the
subject of any security of any kind whatever (whether by operation
of law or otherwise), and none of the rights and privileges
conferred under this Plan shall be subject to execution, attachment
or



 






 






- 10 -




	 	 	 	similar process. Upon any contravention to these provisions, such
rights and privileges shall immediately terminate and cease to be
exercisable.
	 
	 	9.2	 	Administration
	 
	 	 	 	This Plan shall be administered by the Board, which may prescribe
rules and regulations respecting this Plan. The Board has the
exclusive authority to interpret and construe this Plan and to
determine all questions respecting this Plan or any rights and
privileges thereby conferred. Any such interpretation, construction
or determination will be final, binding and conclusive for all
purposes in respect of all persons affected thereby. The Board may
take such other actions as it considers necessary or desirable in
respect of this Plan.
	 
	 	 	 	Except as otherwise provided for in this Plan or the agreement with
the Administrative Agent, the Corporation shall pay all
administrative costs of this Plan.
	 
	 	9.3	 	No Liability
	 
	 	 	 	Neither the Corporation nor the Administrative Agent shall be
liable to any Participant for any loss resulting from a decline in
the market value of any Shares purchased by the Administrative
Agent for a Participant or contributed by the Corporation.
	 
	 	9.4	 	Designation of Subsidiary
	 
	 	 	 	The Board may revoke the designation of a corporation as a
Subsidiary, so long as such revocation does not have retroactive
effect. A Participant who is an Employee of such corporation shall
be deemed to have ceased to be an Employee at the time of such
revocation and the provisions of Section 8.3 will apply.
	 
	 	9.5	 	Incapacity
	 
	 	 	 	If a person to whom Shares are to be delivered or a payment made
under this Plan is physically or mentally incapable of giving a
valid receipt, delivery or payment may instead be made to a person
having the legal care or custody of the person to whom delivery or
payment is to be made and any such delivery or payment constitutes
a complete discharge of the obligation to make such delivery or
payment. Once such delivery or payment is made, no further claim
may be made in respect of such delivery or payment by any person
whatsoever against: (a) the Corporation, (b) the Administrative
Agent, (c) any of the Corporation’s directors, officers, or agents,
or (d) this Plan.
	 
	 	9.6	 	Amendment and Termination
	 
	 	 	 	The Board may at any time by resolution amend, suspend or terminate
this Plan in any manner whatsoever, except that no such amendment,
suspension or



 






 






- 11 -




	 	 	 	termination shall retroactively adversely affect the rights of a
Participant or former Participant, without the written consent of
the affected Participants.
	 
	 	 	 	If this Plan is terminated, all Shares and cash belonging to a
Participant as shown in the Participant’s account shall be paid to
the Participant.
	 
	 	9.7	 	Approvals
	 
	 	 	 	This Plan and any amendments hereto shall be subject to the prior
receipt of all necessary or appropriate consents, if any, of any
governmental or regulatory authorities or agencies. Any rights
granted prior to receipt of any such approvals shall be conditional
upon such approvals being given and no Shares may be issued by the
Corporation until such approvals are given. Notwithstanding any
other term of this Plan, the Corporation is not obliged to take any
action or to refrain from taking any action if such action (or
refraining therefrom) would result in a breach of any applicable
law, regulation, judgement, directive, rule, consent, approval,
authorisation, guideline, order or policy of any governmental or
other regulatory authority (including any stock exchange on which
the Shares are listed).
	 
	 	9.8	 	Income Taxes
	 
	 	 	 	Each Participant shall be responsible for paying all income and
other taxes applicable to Share contributions made by the
Corporation for his benefit and to transactions involving the
Shares of the Participant.
	 
	 	9.9	 	Offer for Shares
	 
	 	 	 	In the event that, at any time, an offer to purchase is made to all
holders of Shares, notice of such offer shall be given by the
Administrative Agent to each Participant.
	 
	 	9.10	 	Notice
	 
	 	 	 	Any written notice or other communication which must be given or
addressed under this Plan is deemed to have been validly given or
received on the fifth (5th) day following the date of its mailing,
at the address of the Corporation or of the Administrative Agent or
of the Participant, as the case may be, mentioned hereafter or in
the Participation Agreement or at any other address having been
indicated, following a change of address made in accordance with
this Section.
	 
	 	 	 	Notices can be validly given by fax, by e-mail or by physical
delivery in which case, they are deemed to have been received on
the date of transmission or delivery. The address for notification
of the Corporation and the Administrative Agent are the following:



 






 






- 12 -






	 	 	 
	MICROCELL TELECOMMUNICATIONS INC.

Attention: Human Resources Department
	Postal address:	 	
800 de la Gauchetière Street West

Suite 4000
	 	 	
Montreal, Quebec, H5A 1K3
	 	 	 
	Fax number: (514) 221-2232
	E-mail address:
compensation.benefits@microcell.ca
	 	 	 
	COMPUTERSHARE TRUST COMPANY OF CANADA
	Attention: Mr. Ken Schaffer
	 	 	 
	Postal address:	 	
Computershare Trust Company of Canada
	 	 	
1500 University Street
	 	 	
Suite 700
	 	 	
Montreal, Quebec, H3A 3S8
	 	 	 
	Fax number: (514) 982-7895
	E-mail address:
ken.schaffer@computershare.com



 






 



SCHEDULE A



PARTICIPATION AGREEMENT



This agreement is entered into between Microcell Telecommunications Inc. (the
“Corporation”) and the Employee (the “Participant”) pursuant to the Employee
Stock Purchase Plan of the Corporation (the “Plan”).


The Participant elects to participate
in the Plan and agrees to
contribute          percent
(maximum of 10%, in whole percentages only) of his
Salary pursuant to the Plan.


The Participant understands that his contribution to the Plan shall be used to
purchase Class A Shares if Canadian or Class B Shares if non-Canadian based on
the Residency Declaration of the Participant provided by the Participant.


The Participant understands that he may change the level of his contribution
only twice a year in accordance with the Plan and only by submitting to the
Corporation an Amendment to the Participation Agreement.


The Participant understands that his contribution will be made by payroll
deduction and will be remitted to the Administrative Agent for purchase of
Shares pursuant to the Plan and hereby authorises the Corporation or the
Subsidiary that employs him to make such deductions.


The Participant understands and agrees that no Shares will be issued to him
until the purchase price of such Shares has been paid in full and that this
agreement will terminate immediately if he ceases to be eligible. Subject to
any other rights that the Participant may have pursuant to the Plan, upon
termination of his participation to the Plan any cash balance remaining on
account of proposed purchases of Shares that cannot be completed will be
refunded to him.


This agreement is subject to the terms of the Plan. Capitalised terms used but
not defined in this agreement have the meanings given to them in the Plan.


This agreement has been drawn up in the English language at the specific
request of the parties hereto. Ce contrat a été rédigé dans la langue anglaise
à la demande expresse des parties aux présentes.



	 	 	 
	Signed
on

	 	
Acknowledged and accepted by the
Corporation
on


	 	 	 
	
	 	
Microcell Telecommunications Inc.
	Name of Employee	 	 
	 	 	 
	Address:

	 	
By:


	 	 	
Name:
	
	 	
Title:



 






 



SCHEDULE B



FORM OF RESIDENCY DECLARATION




	TO:	 	Microcell Telecommunications Inc.
	 
	 	 	In connection with the Employee
Stock Purchase Plan (the “Plan”) of
Microcell Telecommunications Inc., the undersigned Participant under
the Plan, being the person in whose name shares in the capital of
Microcell Telecommunications Inc. (the “Shares”) are to be registered,
hereby DECLARES and REPRESENTS that:
	 
	 	 	o the undersigned is Canadian (as defined herein), OR
	 
	 	 	o the undersigned is not Canadian (as defined herein).
	 
	 	 	For purposes of this residency declaration “Canadian” means:




	 	(a)	 	a citizen within the meaning of subsection 2(1) of the
Citizenship Act (Canada) who is ordinarily resident in Canada; or
	 
	 	(b)	 	a permanent resident within the meaning of subsection 2(1) of
the Immigration Act (Canada) who is ordinarily resident in Canada,
and has been ordinarily resident in Canada for not more than one year
after the date on which that person first became eligible to apply
for Canadian citizenship.



DATED
the           day
of           20   .







Name:

Address:


 






 





SCHEDULE C



AMENDMENT TO THE PARTICIPATION AGREEMENT



This amendment to the participation agreement is entered into between Microcell
Telecommunications Inc. (the “Corporation”) and the Participant pursuant to the
Employee Stock Purchase Plan of the Corporation (the “Plan”).


As indicated in the Participation Agreement entered into between the
Participant and the Corporation, the Participant has elected to participate in
this Plan and has agreed to contribute      percent of his Salary to
purchase Shares of the Corporation pursuant to the Plan.


The Participant now elects to modify the level of his contribution to
     percent of his Salary.


The Participant hereby authorises the Corporation or the Subsidiary that
employs him to make the appropriate changes to the existing payroll deduction
pursuant to the Plan.


This amendment to the participation agreement is subject to the terms of the
Plan. Capitalized terms used but not defined in this amendment have the
meanings given to them in the Plan.


This amendment has been drawn up in the English language at the specific
request of the parties hereto. Cet amendement a été rédigé dans la langue
anglaise à la demande expresse des parties aux présentes.



	 	 	 
	Signed
on

	 	
Acknowledged and accepted by the
Corporation
on


	 	 	 
	
	 	
Microcell Telecommunications Inc.
	Name of Participant	 	 
	 	 	 
	Address:

	 	
By:


	 	 	
Name:
	
	 	
Title:




 






 



SCHEDULE D



NOTICE OF DISCONTINUANCE



TO: Human Resources Department of Microcell Telecommunications Inc. (the
“Corporation”)


The Participant hereby notifies the Corporation that it elects to discontinue
his/her contributions to the Plan.


The Participant acknowledges that this notice of discontinuance is subject to
the terms of the Plan, including, without limitation, the provisions of Section
3.4 of the Plan.


Signed
on







Name of Employee


 

 






 





SCHEDULE E



NOTICE OF DISPOSITION OR WITHDRAW



TO: Computershare Trust Company of
Canada (the “Administrative Agent”)


The undersigned is a Participant pursuant to the Employee Stock Purchase Plan
of the Corporation (the “Plan”).


Check box to indicate applicable request.



	o	 	The Participant hereby instructs the Trustee to sell
          Shares held by the Trustee for the
benefit of the Participant and to remit the proceeds
of the sale to the Participant in accordance with
the provisions of the Plan.

	 	 
	o	 	The Participant hereby instructs the Trustee to
withdraw          Shares held by the Trustee
for the benefit of the Participant and to deliver to
the Participant a share certificate evidencing said
Shares in accordance with the provisions of the
Plan.




Signed
on







Name of Participant