Dollarama Capital Corporation Management Option Plan



 Exhibit 10.1 
  

 Dollarama Capital Corporation 
 Management Option Plan 
 November 18, 2004 
  








 Dollarama Capital Corporation 
 Management Option Plan 
 ARTICLE 1 
 PURPOSE 
  

	1.1	Purpose 

 The purpose of this Plan is to advance the interests of
Dollarama Capital Corporation (the “Corporation”) and its subsidiaries by enhancing their ability to attract and retain employees, managers and directors, to reward such individuals for their contributions and to encourage such
individuals to take into account the long-term interests of the Corporation and its Affiliates through their participation in the Corporation’s share capital by receiving Common Shares and Class B Shares. 
 ARTICLE 2 
 INTERPRETATION

  

	2.1	Definitions 

 When used herein the following terms have the
following meanings, respectively: 
 “Affiliate” or “Affiliated” means any other Person which directly or
indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as used with respect to any Person other than a natural Person, means the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. 
 “Affiliated Funds” has the meaning set forth in the Securityholders Agreement. 
 “Board” means the
board of directors of the Corporation. 
 “Canadian Securities Authorities” means any of British Columbia Securities
Commission, Alberta Securities Commission, Saskatchewan Securities Commission, Manitoba Securities Commission, Ontario Securities Commission, Autorité des marchés financiers du Québec, New Brunswick Securities Commission, Nova
Scotia Securities Commission, Registrar of Securities (Prince Edward Island), Newfoundland and Labrador Securities Commission, Registrar of Securities (Northwest Territories Justice Securities Registry), Registrar of Securities (Yukon Justice),
Nunavut Legal Registries, and any of their successors. 
 “Canadian Securities Laws” means the securities legislation of each
of the provinces and territories of Canada, as amended from time to time, and the rules, regulations, 








 
blanket orders and orders having application to the Corporation and forms made or promulgated under that legislation and the policies, instruments, bulletins
and notices of one or more of the Canadian Securities Authorities. 
 “Cause” with respect to any Participant (a) shall
have the meaning, if any, set forth in the employment agreement then in effect, if any, between such Participant and the Corporation or its Affiliates or (b) if there is no such meaning in such employment agreement or there is no such
employment agreement then in effect, shall mean the following events or conditions, as determined by the Chief Executive Officer of the Corporation and the Board in their reasonable judgment: (i) the refusal or failure to perform (other than by
reason of disability), or material negligence in the performance of the Participant’s duties and responsibilities to the Corporation or any of its Affiliates, or refusal or failure to follow or carry out any reasonable direction of the Chief
Executive Officer of the Corporation and the Board, and the continuance of such refusal, failure or negligence for a period of ten days after notice to the Participant, (ii) the material breach by the Participant of any provision of any
agreement to which the Participant and the Corporation or any of its Affiliates are party, (iii) the commission of fraud, embezzlement, theft or other dishonesty by the Participant; (iv) the conviction of the Participant of, or plea by the
Participant of nolo contendere to, any felony or any other crime involving dishonesty or moral turpitude; and (v) any other conduct that involves a breach of fiduciary obligation on the part of the Participant or otherwise could
reasonably be expected to have a material adverse effect upon the business, interests or reputation of the Corporation or any of its Affiliates. 
 “Change of Control” means the mean the occurrence of (a) prior to the consummation of the Initial Public Offering, any consolidation, plan of arrangement or merger of the Corporation with or into any other corporation
or other Person, or any other corporate reorganization or transaction (including the acquisition of shares of the Corporation), whether or not the Corporation is a party thereto, in which the securityholders of the Corporation immediately prior to
such consolidation, plan of arrangement, merger, reorganization or transaction, own shares (i) representing directly, or indirectly through one or more entities, less than fifty percent (50%) of the economic interests in or voting power of
the Corporation or other surviving entity immediately after such consolidation, plan of arrangement, merger, reorganization or transaction and (ii) that do not directly, or indirectly through one or more entities, have the power to elect a
majority of the entire board of directors of the Corporation or other surviving entity immediately after such consolidation, plan of arrangement, merger, reorganization or transaction, (b) at any time, any transaction or series of related
transactions, whether or not the Corporation is a party thereto, after giving effect to which in excess of fifty percent (50%) of the Corporation’s voting power is owned directly, or indirectly through one or more entities, by any Person
and its “affiliates” or “associates” (as such terms are defined in the rules adopted by the United States Securities and Exchange Commission under the United States Securities Exchange Act of 1934, as from time to time amended
and in effect), other than the Investors and their respective Affiliated Funds, excluding, in any case referred to in clause (b), any Initial Public Offering or any bona fide primary or secondary public offering following the occurrence of an
Initial Public Offering; or (c) a sale, lease or other disposition of all or substantially all of the assets of the Corporation; 
  

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 “Class B Shares” means the Class B Preferred Shares in the capital of the Corporation;

 “Committee” has the meaning set forth in Section 3.2 of this Plan; 
 “Common Shares” means the common shares of the Corporation; 
 “Corporation” has the meaning set forth in Section 1.1 of this Plan; 
 “Date of
Grant” means, for any Option, the date specified by the Board at the time it grants the Option or, if no such date is specified, the date upon which the Option was granted; 
 “Director” means a member of the Board or of the board of directors of an Affiliate; 
 “Disabled” or “Disability” means, for purposes of the Plan only, the inability of an Optionee to perform substantially all of such
Optionee’s duties and responsibilities to the Corporation and its Affiliates as a result of any illness, injury, accident or condition of either a physical or psychological nature suffered by such Optionee, with or without reasonable
accommodation, for 90 days during any period of 180 consecutive calendar days, as determined by a physician selected by the Corporation to whom the Optionee has no reasonable objection. 
 “Exercise Notice” means a notice in writing, in the form set out in Schedule A, signed by an Optionee and stating the Optionee’s
intention to exercise a particular Option; 
 “Exercise Price” means the price at which a Common Share or Class B Share, as
applicable, may be purchased pursuant to the exercise of an Option; 
 “Exercise Period” means the period of time during
which an Option granted under this Plan may be exercised (provided however that the Exercise Period may not exceed 10 years from the relevant Date of Grant); 
 “Initial Public Offering” means the first sale of Common Shares (whether in a primary offering of new shares or a secondary offering of issued and outstanding shares) to an underwriter for reoffering
to the public in a Public Offering pursuant to (i) an effective registration statement filed with the SEC on Form S-1 (or any successor form), (ii) a preliminary and final prospectus filed with any Canadian Securities Authority under
Canadian Securities Laws or (iii) comparable mechanics under the securities laws of any other jurisdiction; 
 “Investors” has the meaning set forth in the Securityholders Agreement; 
 “Option” means a
non-assignable, non-transferable right to purchase Common Shares and Class B Shares under this Plan; 
 “Optionee” means a
Participant who has been granted one or more Options; 
 “Option Agreement” means a signed, written agreement between an
Optionee and the Corporation evidencing the terms and conditions on which an Option has been granted. 
  

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 “Participant” means a Director or an officer of the Corporation or of an Affiliate, a
current full-time or part-time employee of the Corporation or of an Affiliate. “Participant” includes Registered Retirement Savings Plans or Registered Retirement Income Funds established by or for the Director, officer or individual
employee (or under which such individual is the beneficiary) and a subsidiary entity of such individual; 
 “Person” means
any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof;

 “Plan” means this Management Option Plan; 
 “Public Offering” a public offering and sale of Common Shares for cash pursuant to (i) an effective registration statement under the United States Securities Act of 1933, as in effect from
time to time, (ii) a preliminary and final prospectus filed with any Canadian Securities Authority under Canadian Securities Laws or (iii) comparable mechanics under the securities laws of any other jurisdiction. 
 “Retirement” means retirement from active employment with the Corporation and an Affiliate at or after age 65 or at or after such earlier
age and upon the completion of such years of service as the Board may specify; 
 “Securityholders Agreement” means the
Securityholders Agreement dated as of November 18, 2004 among the Corporation, Dollar A.M.A. Inc., S. Rossy Inc. and certain other securityholders of the Corporation party thereto as it may be amended, supplemented or restated from time to
time; 
 “Shares” means the Common Shares and Class B Shares of the Corporation 
 “Termination Date” means in the case of a Participant whose employment or term of office with the Corporation or an Affiliate terminates
in the circumstances set out in Section 4.6(b) or 4.6(c), the date that is designated by the Corporation or such Affiliate, as the case may be, as the last day of the Optionee’s employment or term of office with the Corporation or such
Affiliate, as the case may be, provided that in the case of termination of employment by voluntary resignation by the Optionee, 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 Corporation or such Affiliate (as the case may be) may be required at law to provide to the Optionee, would expire. 
  

	2.2	Interpretation 

  

	 	(a)	Whenever the Board or, where applicable, 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, as the case may be. 

  

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	 	(b)	As used herein, the terms “Article”, “Section”, “Subsection” and “clause” mean and refer to the specified Article, Section, Subsection and
clause of this Plan, respectively. 

  

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

  

	 	(d)	In this Plan, a Person is considered to be a “subsidiary entity” of another Person if: 

  

	 	(i)	it is controlled by, 

  

	 	(A)	that other, or 

  

	 	(B)	that other and one or more Persons, each of which is controlled by that other, or 

  

	 	(C)	two or more Persons, each of which is controlled by that other; or 

  

	 	(ii)	it is a subsidiary entity of a Person that is that other’s subsidiary entity. 

  

	 	(e)	In this Plan, a Person is considered to be “controlled” by a Person if: 

  

	 	(i)	in the case of a Person, 

  

	 	(A)	voting securities of the first-mentioned Person carrying more than 50% of the votes for the election of directors are held, otherwise than by way of security only, by or for the
benefit of the other Person, and 

  

	 	(B)	the votes carried by the securities are entitled, if exercised, to elect a majority of the directors of the first-mentioned Person; 

  

	 	(ii)	in the case of a partnership that does not have directors, other than a limited partnership, the second-mentioned Person holds more than 50% of the interests in the partnership; or


  

	 	(iii)	in the case of a limited partnership, the general partner is the second-mentioned Person. 

  

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

 ARTICLE 3 
 ADMINISTRATION 
  

	3.1	Administration 

 Subject to Section 3.2, this Plan will be
administered by the Board and the Board has sole and complete authority, in its discretion, to: 
  

	 	(a)	determine the individuals (from among the Participants) to whom Options may be granted; 

  

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	 	(b)	grant Options in such amounts and, subject to the provisions of this Plan, on such terms and conditions as it determines including: 

  

	 	(i)	the time or times at which Options may be granted; 

  

	 	(ii)	the Exercise Price; 

  

	 	(iii)	the time or times when each Option vests and becomes exercisable and, subject to Section 4.2, the duration of the Exercise Period; 

  

	 	(iv)	whether restrictions or limitations are to be imposed on the Shares and the nature of such restrictions or limitations (including, without limitation, the conditions of exercise set
forth in ARTICLE 4); and 

  

	 	(v)	any acceleration of exercisability or waiver of termination regarding any Option, based on such factors as the Board may determine; 

  

	 	(c)	interpret this Plan and adopt, amend and rescind administrative guidelines and other rules and regulations relating to this Plan; and 

  

	 	(d)	make all other determinations, settle all controversies and disputes that may arise under this Plan and take all other actions necessary or advisable for the implementation and
administration of this Plan. 

 The Board’s determinations and actions under this Plan are conclusive and binding on the Corporation and
all other Persons. The day-to-day administration of the Plan may be delegated to such officers and employees of the Corporation or of an Affiliate as the Board determines. 
  

	3.2	Delegation to Committee 

 To the extent permitted by applicable law,
the Board may, from time to time, delegate to a committee (the “Committee”) of the Board all or any of the powers conferred on the Board under the Plan. In such event, the Committee will exercise the powers delegated to it by the
Board in the manner and on the terms authorized by the Board. Any decision made or action taken by the Committee arising out of or in connection with the administration or interpretation of this Plan in this context is final and conclusive.

  

	3.3	Eligibility 

 All Participants are eligible to participate in the
Plan, subject to Sections 4.51(b) and 4.6(d). Eligibility to participate does not confer upon any Participant any right to be granted Options pursuant to the Plan. The extent to which any Participant is entitled to be granted Options pursuant to the
Plan will be determined in the sole and absolute discretion of the Board. 
  

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	3.4	Total Shares Subject to Options 

  

	 	(a)	The aggregate number of Common Shares and Class B Shares that may be issued pursuant to the exercise of Options must not exceed 13,500,000 and 27,000,000, respectively.


  

	 	(b)	No Option may be granted if such grant would have the effect of causing the total number of Common Shares and Class B Shares subject to Options to exceed any of the total numbers of
Common Shares and Class B Shares reserved for issuance pursuant to the exercise of Options and set forth in Section 3.4(a). Subject to applicable law and the provisions of the Securityholders Agreement, the Board may, in its discretion, amend
the Plan to increase such numbers of Common Shares and Class B Shares without notice to any Optionees. 

  

	 	(c)	To the extent Options terminate for any reason prior to exercise in full or are cancelled (with the consent of the Optionee), the Common Shares and Class B Shares subject to such
Options shall be added back to the applicable number of Common Shares and Class B Shares reserved for issuance under the Plan and such Common Shares and Class B Shares will again become available for grant under this Plan as set forth in
Section 3.4(a). 

  

	3.5	Option Agreements 

 All grants of Options under Section 4.1 of
this Plan will be evidenced by Option Agreements. Such Option Agreements will be subject to the applicable provisions of this Plan and contain such provisions as are required by this Plan and any other provisions that the Board may, in its
discretion, direct. Any one officer of the Corporation is authorized and empowered to execute and deliver, for and on behalf of the Corporation, an Option Agreement to each Optionee. 
  

	3.6	Non-transferability 

 Subject to Section 4.5 and except as
specifically provided in an Option Agreement approved by the Board, Options granted under this Plan may only be exercised during the lifetime of the Optionee by such Optionee personally. No sale, assignment, encumbrance or other transfer of Options,
whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such Options whatsoever in any assignee or transferee (except that an Optionee may transfer Options to a corporation in respect of which the Optionee is
the sole shareholder) and immediately upon any assignment or transfer, or any attempt to make the same, such Options will terminate and be of no further force or effect. If any Optionee (the “Original Optionee”) has transferred
Options to a corporation pursuant to this Section 3.6, such Options will terminate and be of no further force or effect if at any time the Original Optionee should cease to own all of the issued shares of such corporation other than by reason
of death, in which case the provisions of Section 4.5 shall apply, mutatis mutandis. 
  

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 ARTICLE 4 
 GRANT OF OPTIONS 
  

	4.1	Grant of Options 

 The Board may, from time to time, subject to the
provisions of this Plan and such other terms and conditions as the Board may prescribe, grant Options to any Participant. 
  

	4.2	Expiration of Options 

 Subject to any accelerated termination as
set forth in this Plan (including, without limitation, as provided in Sections 4.5, 4.6 and 4.7), each Option expires on the 10th anniversary of the Date of Grant. 
  

	4.3	Vesting, Conditions of Exercise and Exercise Period 

 The Board may
determine the time or times at and the conditions upon which an Option will vest and become exercisable. Once an Option has vested and become exercisable, it remains exercisable until expiration or termination of the Option, unless otherwise
specified by the Board in the Option Agreement entered into in connection with the grant of such Option. Each Option may be exercised at any time or from time to time, in whole or in part, for up to the total number of Shares with respect to which
it is then exercisable. The Board has the right to accelerate the date upon which any Option becomes exercisable notwithstanding the vesting schedule set forth in such Option, regardless of any adverse or potentially adverse tax consequences
resulting from such acceleration. 
 Subject to the provisions of this Plan and any Option Agreement, Options shall be exercised by means of a fully
completed Exercise Notice delivered to the Corporation. 
  

	4.4	Payment of Exercise Price 

 The Exercise Notice must be accompanied
by payment in full of the purchase price for the Shares to be purchased. The Exercise Price must be fully paid in cash or by certified cheque, bank draft or money order payable to the Corporation or by such other means as might be specified from
time to time by the Board. No Shares will be issued or transferred until full payment therefor has been received by the Corporation. As soon as practicable after receipt of any Exercise Notice and full payment, the Corporation will deliver to the
Optionee a certificate or certificates representing the acquired Shares. 
  

	4.5	Exercise upon Retirement, Death or Disability of Optionee 

 If a
Participant dies or becomes Disabled while an employee, director or officer of the Corporation or an Affiliate or if the employment or term of office of the Optionee with the Corporation or an Affiliate terminates due to Retirement: 
  

	 	(a)	 the executor, liquidator or administrator of the Optionee’s estate or the Optionee, as the case may be, may exercise any Options of the Optionee to the extent
that the Options were exercisable at the date of such death, Disability or Retirement and the right to exercise such Options terminates on the earlier of: (i) in the case of the Optionee’s death, the date that is 365 days from the date of
the Optionee’s 



  

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death, and in the case of Optionee’s Disability or Retirement, the date that is 90 days from the date of the Optionee’s Disability or Retirement;
and (ii) the date on which the Exercise Period of the particular Option expires. Any Options held by the Optionee that were not exercisable at the date of death, Disability or Retirement immediately expire and are cancelled on such date; and



  

	 	(b)	such Optionee’s eligibility to receive further grants of Options under the Plan ceases as of the date of the Optionee’s death, Disability or Retirement, as the case may
be. 

  

	4.6	Exercise upon Termination of Employment or Services 

  

	 	(a)	Where, in the case of a Participant, an Optionee’s employment or term of office with the Corporation or an Affiliate ceases by reason of the Optionee’s death, Disability
or Retirement, then the provisions of Section 4.5 will apply. 

  

	 	(b)	Where, in the case of a Participant, an Optionee’s employment or term of office terminates by reason of termination by the Corporation or an Affiliate without Cause (whether
such termination occurs with or without any or adequate reasonable notice, or with or without any or adequate compensation in lieu of such reasonable notice), then any Options held by the Optionee that are exercisable at the Termination Date
continue to be exercisable by the Optionee until the earlier of: (A) the date that is 30 days after the Termination Date; and (B) the date on which the Exercise Period of the particular Option expires. Any Options held by the Optionee that
are not exercisable at the Termination Date immediately expire and are cancelled on the Termination Date. 

  

	 	(c)	Where, in the case of a Participant, an Optionee’s employment or term of office terminates by reason of (i) termination by the Corporation or an Affiliate for Cause or
(ii) voluntarily resignation by the Optionee, then any Options held by the Optionee, whether or not exercisable at the Termination Date, immediately expire and are cancelled on such date or at a time as may be determined by the Board, in its
sole discretion. 

  

	 	(d)	An Optionee’s eligibility to receive further grants of Options under the Plan ceases as of the date that the Corporation or an Affiliate, as the case may be, provides the
Optionee with written notification that the Optionee’s employment or term of office, as the case may be, is terminated, notwithstanding that such date may be prior to the Termination Date. 

  

	 	(e)	Unless the Board, in its discretion, otherwise determines, at any time and from time to time, Options are not affected by a change of employment within or among the Corporation or
an Affiliate for so long as the Participant continues to be an employee, director or officer of the Corporation or an Affiliate, as the case may be. 

  

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	4.7	Call on Optionee Stock 

 The Shares obtained by a Participant
through the exercise of an Option shall be subject to the call option described in Section 5 of the Securityholders Agreement upon the conditions described therein. 
  

	4.8	Discretion to Permit Exercise 

 Notwithstanding the provisions of
Sections 4.5 and 4.6, the Board may, in its discretion, at any time prior to or following the events contemplated in such sections and in any Option Agreement, permit the exercise of any or all Options held by the Optionee in the manner and on the
terms authorized by the Board, provided that the Board will not, in any case, authorize the exercise of an Option pursuant to this section beyond the expiration of the Exercise Period of the particular Option. 
  

	4.9	Change of Control 

 Except as otherwise set forth in any Option
Agreement, in the event of any Change of Control transaction in which there is an acquiring or surviving entity, the Board may provide for substitute or replacement options of similar value from, or the assumption of outstanding Options by, the
acquiring or surviving entity or one or more of its subsidiaries, any such substitution, replacement or assumption to be on such terms as the Board in good faith determines; provided, however, that in the event of a Change of Control
transaction the Board may take, as to any outstanding Option, any one or more of the following actions: 
  

	 	(a)	provide that any or all Option shall thereupon terminate; provided that any such outstanding Options that have vested shall remain exercisable until consummation of such Change of
Control; 

  

	 	(b)	make any outstanding Option exercisable in full. 

  

	4.10	Securityholders Agreement and Exchange Agreement 

 Each Optionee
must, at the time of granting an Option, sign and deliver a counterpart and acknowledgement to the Securityholders Agreement and the Exchange Agreement (if such Optionee is not already a party to such agreements and if such agreements are still in
effect) through an Option Agreement or otherwise in the forms attached as Schedule B and Schedule C to this Plan. Each Optionee acknowledges that the Securityholders Agreement restricts transfers of Shares. 
  

	4.11	Conditions of Exercise 

 Each Optionee will, when requested by the
Corporation, sign and deliver all such documents relating to the granting or exercise of Options which the Corporation deems necessary or desirable. 
  

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 ARTICLE 5 
 SHARE CAPITAL ADJUSTMENTS 
  

	5.1	General 

 The existence of any Options does not affect in any way
the right or power of the Corporation or its shareholders to make, authorize or determine any adjustment, recapitalization, reorganization or any other change in the Corporation’s capital structure or its business, or any amalgamation,
combination, plan of arrangement, merger or consolidation involving the Corporation, to create or issue any bonds, debentures, Common Shares or other securities of the Corporation or to determine the rights and conditions attaching thereto, to
effect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or to effect any other corporate act or proceeding, whether of a similar character or otherwise, whether or not any such
action referred to in this section would have an adverse effect on this Plan or any Option granted hereunder. 
  

	5.2	Reorganization of Corporation’s Capital 

 Should the
Corporation effect a subdivision or consolidation of Common Shares or Class B Shares or any similar capital reorganization or a payment of a stock dividend (other than a stock dividend that is in lieu of a cash dividend), or should any other change
be made in the capitalization of the Corporation that, in the opinion of the Board, would warrant the replacement of any existing Options in order to adjust: (a) the number of Common Shares or Class B Shares that may be acquired on the exercise
of any outstanding Options; and/or (b) the Exercise Price of any outstanding Options in order to preserve proportionately the rights and obligations of the Optionees, the Board will authorize such steps to be taken as may be equitable and
appropriate to that end. 
  

	5.3	Other Events Affecting the Corporation 

 In the event of an
amalgamation, combination, plan of arrangement, merger or other reorganization involving the Corporation by exchange of Common Shares or Class B Shares, by sale or lease of assets or otherwise, including without limitation by the exchange (the
“Exchange”) of Class B Shares for limited partnership units in Dollarama II L.P. (the “Units”) as contemplated by the Exchange Agreement and the articles of association of the Corporation, as amended, that, in the
opinion of the Board, warrants the replacement of any existing Options in order to adjust: (a) the number of Common Shares or Class B Shares that may be acquired on the exercise of any outstanding Options; (b) the Exercise Price of any
outstanding Options in order to preserve proportionately the rights and obligations of the Optionees and/or (c) the type of securities that may be acquired by the Optionees on the exercise of any outstanding Options, the Board will authorize
such steps to be taken as may be equitable and appropriate to that end. Without limiting the generality of the foregoing, if the Corporation effects the Exchange, the Board will arrange for an equivalent award exercisable for Units to be granted to
each Optionee in substitution for that portion of an each Option outstanding immediately prior to the Exchange which is exercisable for Class B Shares and will arrange for Dollarama II L.P. to purchase Class B Shares upon the exercise by any
Optionee of any such substitution award. 
  

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	5.4	Immediate Exercise of Awards 

 Where the Board determines that the
steps provided in Sections 5.2 and 5.3 would not preserve proportionately the rights and obligations of the Optionees in the circumstances or otherwise determines that it is appropriate, the Board may permit the immediate exercise of any outstanding
Options that are not otherwise exercisable. 
  

	5.5	Issue by Corporation of Additional Shares 

 Except as expressly
provided in this Article 5, neither the issue by the Corporation of shares of any class or securities convertible into or exchangeable for shares of any class, nor the conversion or exchange of such shares or securities, affects, and no adjustment
by reason thereof is to be made with respect to: (a) the number of Common Shares or Class B Shares that may be acquired on the exercise of any outstanding Options; or (b) the Exercise Price of any outstanding Options. 
  

	5.6	Fractions 

 No fractional Shares will be issued on the exercise of
an Option. Accordingly, if, as a result of any adjustment under Sections 5.2 to 5.4 inclusive, an Optionee would become entitled to a fractional Share, the Optionee has the right to acquire only the adjusted number of Shares and no payment or other
adjustment will be made with respect to the fractional Shares so disregarded. 
  

	5.7	Conditions of Exercise 

 The Plan and each Option are subject to the
requirement that if at any time the Board determines that the listing, registration or qualification of the Shares subject to such Option upon any stock exchange or under any provincial, state or federal law, or the consent or approval of any
governmental body, stock exchange or of the holders of the Shares generally, is necessary or desirable, as a condition of, or in connection with, the granting of such Option or the issue or purchase of Shares thereunder, no such Option may be
granted or exercised in whole or in part unless such listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Board. The Optionees shall, to the extent applicable, cooperate
with the Corporation in relation to such listing, registration, qualification, consent or other approval and shall have no claim or cause of action against the Corporation or any of its officers or directors as a result of any failure by the
Corporation to obtain or to take any steps to obtain any such registration, qualification or approval. 
 ARTICLE 6 
 MISCELLANEOUS PROVISIONS 
  

	6.1	Legal Requirement 

 The Corporation is not obligated to grant any
Options, issue any Shares or other securities, make any payments or take any other action if, in the opinion of the Board, in its sole discretion, such action would constitute a violation by an Optionee or the Corporation of any provision of any
applicable statutory or regulatory enactment of any government or government agency. 
  

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	6.2	Optionee’s Entitlement 

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

	6.3	Withholding Taxes 

 The exercise of each Option granted under this
Plan is subject to the condition that if at any time the Corporation determines, in its discretion, that the satisfaction of withholding tax or other withholding liabilities is necessary or desirable in respect of such exercise, such exercise is not
effective unless such withholding has been effected to the satisfaction of the Corporation. In such circumstances, the Corporation may require that an Optionee pay to the Corporation, in addition to and in the same manner as the Exercise Price for
the Shares, such amount as the Corporation is obliged to remit to the relevant taxing authority in respect of the exercise of the Option. Any such additional payment is due no later than the date as of which any amount with respect to the Option
must be withheld by the Corporation. 
  

	6.4	Rights of Participant/Optionee 

 No Participant has any claim or
right to be granted an Option (including, without limitation, an Option granted in substitution for any Option that has expired pursuant to the terms of this Plan), and the granting of any Option is not to be construed as giving an Optionee a right
to remain in the employ of the Corporation or an Affiliate. No Optionee has any rights as a shareholder of the Corporation in respect of Shares issuable on the exercise of rights to acquire Shares under any Option (including, without limitation, the
payment of dividends or other distributions) until the allotment and issuance to the Optionee of certificates representing such Shares. The loss of existing or potential profit in Options granted under this Plan shall not constitute an element of
damages in the event of termination of an Optionee’s employment or service in any office or otherwise. 
  

	6.5	Termination; Amendment 

  

	 	(a)	The Plan will terminate and, for greater certainty, all unexercised Options shall terminate and expire on the date upon which no further Shares remain available for issuance
pursuant to Options which may be granted under the Plan and no Options remain outstanding unless renewed for such further period and upon such terms and conditions as the Board may determine. 

  

	 	(b)	The Board may, without notice, at any time or from time to time, amend, suspend or terminate this Plan or any provisions hereof in such respects as it, in its sole discretion,
determines appropriate. No such amendment, suspension or termination of this Plan, without the consent of any Optionee or the representatives of his or her estate, as applicable, alters or impairs any rights or obligations arising from any Option
previously granted to an Optionee under this Plan. 

  

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	6.6	Indemnification 

 Every Director or member of the Committee will at
all times be indemnified and saved harmless by the Corporation from and against all costs, charges and expenses whatsoever including any income tax liability arising from any such indemnification, that such Director or member of the Committee may
sustain or incur by reason of any action, suit or proceeding, taken or threatened against the Director or member of the Committee, otherwise than by the Corporation, for or in respect of any act done or omitted by the Director or member of the
Committee 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 judgement rendered therein. 
  

	6.7	Participation in the Plan 

 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 nor a commitment on the part of the Corporation to ensure the continued employment of such Participant. The Plan does not provide any guarantee against any loss which may result from fluctuations in
the market value of the Shares. The Corporation does not assume responsibility for the income or other tax consequences for the Participants and they are advised to consult with their own tax advisors. 
  

	6.8	Effective Date 

 This Plan becomes effective on a date to be
determined by the Board. 
 6.9 Language 
 The parties
have expressly requested that this Plan and all related documents be drafted in English only. Les parties ont expressément requis que ce regime et tous les documents qui s’y rattachent soient rédigés en anglais
seulement. 
  

	6.10	Governing Law 

 This Plan is created under and is to be governed,
construed and administered in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein. 
  

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 SCHEDULE A 
 Stock Option Plan Exercise Notice Form - Options 
 I,
                                        
                                        
    , hereby exercise the option to purchase                      Common Shares of 
                                     (print name) 

Dollarama Capital Corporation (the “Corporation”) at a purchase price of $             
per Common Share and ______ Class B Shares of the Corporation at a purchase price of $_______ per Class B Share. This Exercise Notice is delivered in respect of the option to purchase
                     Common Shares of the Corporation and ____ Class B Shares of the Corporation that was granted to me on
                     pursuant to the Option Agreement entered into between the Corporation and me. In connection with the foregoing, I enclose
cash, a certified cheque, bank draft or money order payable to the Corporation in the amount of $              as full payment for the Common Shares and Class B Shares to be received
upon exercise of the Option. 
  

					
			
	   	 		 	   
	 Date
	 		 	 Optionee’s Signature









 SCHEDULE B 
 Form of Counterpart and Acknowledgement 
 Acknowledgement and Counterpart to the Securityholders
Agreement dated as of November 18, 2004, among Dollarama Capital Corporation (the “Corporation”), Dollar A.M.A. Inc., S. Rossy Inc. and certain other securityholders party thereto, as the same may be amended, restated or replaced (the
“Securityholders Agreement”). 
 The undersigned agrees to be bound, at the time he or she acquires shares of the Corporation, by all the
provisions of the Securityholders Agreement including, without limitation, all covenants, agreements, obligations, representations and warranties made by a Manager in the Securityholders Agreement and will be entitled to all the benefits and
entitlements of a Manager under the Securityholders Agreement, except as otherwise set out therein, and the Securityholders Agreement will apply to the undersigned mutatis mutandis without further action by the undersigned or any party
thereto. This Option and any securities issued upon exercise of this Option constitute Management Securities as defined in the Securityholders Agreement. The undersigned confirms that he or she has received a copy of the Securityholders Agreement or
has been given the opportunity to review the Securityholders Agreement, and has obtained, or has had the opportunity to obtain, independent legal advice prior to entering into this counterpart and acknowledgement of this agreement.
(DATED this __________ day of _________________, _______. 
  

					
			
	   	 		 	   
	 Witness:
	 		 	 Optionee:









 SCHEDULE C 
 Form of Counterpart and Acknowledgement 
 Acknowledgement and Counterpart to the Exchange
Agreement dated as of November 18, 2004, among Dollarama Capital Corporation (the “Corporation”), Dollarama Investment II, L.P., Dollar A.M.A. Inc., S. Rossy Inc. and certain other entities and persons party thereto, as the same may
be amended, restated or replaced (the “Exchange Agreement”). 
 The undersigned agrees to be bound, at the time he or she acquires shares of
the Corporation, by all the provisions of the Exchange Agreement including, without limitation, all covenants, agreements, obligations, representations and warranties made by a Holder in the Exchange Agreement and will be entitled to all the
benefits and entitlements of a Holder under the Exchange Agreement, except as otherwise set out therein, and the Exchange Agreement will apply to the undersigned mutatis mutandis without further action by the undersigned or any party thereto.
The undersigned confirms that he or she has received a copy of the Exchange Agreement or has been given the opportunity to review the Exchange Agreement, and has obtained, or has had the opportunity to obtain, independent legal advice prior to
entering into this counterpart and acknowledgement of this agreement. (DATED this __________ day of _________________, _______. 
  

					
			
	   	 		 	   
	 Witness:
	 		 	 Optionee:


  

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