Exhibit 99.4.1























NEXTSOURCE MATERIALS INC.








LONG-TERM
INCENTIVE PLAN





Approved by the Board of Directors on





November 18, 2020



































NEXTSOURCE MATERIALS INC.





LONG-TERM INCENTIVE PLAN





TABLE OF CONTENTS





Article
1 − DEFINITIONS
1Section
1.1
Definitions.
1Article
2 − PURPOSE AND ADMINISTRATION OF THE PLAN; GRANTING OF
AWARDS
5Section
2.1
Purpose of the
Plan.
5Section
2.2
Implementation and
Administration of the Plan.
5Section
2.3
Eligible
Participants.
6Section
2.4
Shares
Subject to the Plan.
6Section
2.5
Granting of
Awards.
7Article
3 − OPTIONS
7Section
3.1
Nature
of Options.
7Section
3.2
Option
Awards.
7Section
3.3
Option
Price.
7Section
3.4
Option
Term.
7Section
3.5
Exercise of
Options.
8Section
3.6
Method
of Exercise and Payment of Purchase Price.
8Section
3.7
Option
Agreements.
9Article
4 − DEFERRED SHARE UNITS
9Section
4.1
Nature
of DSUs.
9Section
4.2
Election to
Participate.
9Section
4.3
DSU
Awards.
10Section
4.4
Redemption of
DSUs.
10Section
4.5
Award
of Dividend Equivalents.
10Section
4.6
Unfunded
Plan.
11Section
4.7
DSU
Agreements.
11Article
5 − RESTRICTED SHARE UNITS
11Section
5.1
Nature
of RSUs.
11Section
5.2
RSU
Awards.
11Section
5.3
Restriction
Period.
12Section
5.4
Performance
Criteria and Performance Period.
12Section
5.5
RSU
Vesting Determination Date.
12Section
5.6
Settlement of
RSUs.
12Section
5.7
Determination of
Amounts.
13Section
5.8
RSU
Agreements.
14Section
5.9
Award
of Dividend Equivalents.
14Article
6 − SHARE APPRECIATION RIGHTS
14Section
6.1
Nature
of SARs.
14Section
6.2
SAR
Awards.
14Section
6.3
SAR
Price.
14Section
6.4
SAR
Term.
15Section
6.5
Exercise of
SARs.
15Section
6.6
Method
of Exercise and Payment of Purchase Price.
15Section
6.7
SAR
Agreements.
16Article
7 − RETENTION AWARDS
16Section
7.1
Nature
of Retention Awards.
16Section
7.2
Retention
Awards.
16Section
7.3
Payment to
Participant.
16Section
7.4
Retention Award
Agreements.
17Article
8 − GENERAL CONDITIONS
17Section
8.1
General Conditions
applicable to Awards.
17Section
8.2
General Conditions
applicable to Options, SARs and Retention Awards.
18Section
8.3
General Conditions
applicable to RSUs.
19Article
9 − ADJUSTMENTS AND AMENDMENTS
21Section
9.1
Adjustment to
Shares Subject to Outstanding Awards.
21Section
9.2
Amendment or
Discontinuance of the Plan.
22





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Article
10 − MISCELLANEOUS
24Section
10.1
Use of
an Administrative Agent and Trustee.
24Section
10.2
Tax
Withholding.
24Section
10.3
Reorganization of
the Company.
24Section
10.4
Personal
Information
25Section
10.5
Governing
Laws.
25Section
10.6
Severability.
25Section
10.7
Effective Date of
the Plan.
25














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NEXTSOURCE MATERIALS INC.





LONG-TERM INCENTIVE PLAN





NextSource
Materials Inc. (the “Company”) hereby establishes this
Omnibus Long-Term Incentive Plan for Eligible Participants and for
the purposes set out herein.





ARTICLE 1 − DEFINITIONS





Section
1.1 Definitions.





Where
used herein or in any amendments hereto or in any communication
required or permitted to be given hereunder, the following terms
shall have the following meanings, respectively, unless the context
otherwise requires:





“Account” means an account
maintained for each Participant on the books of the Company which
will be credited with Awards, including any Dividend Equivalents,
in accordance with the terms of this Plan;





“Affiliate” has the meaning given
to this term in the Securities
Act (Ontario), as such legislation may be amended,
supplemented or replaced from time to time;





“Associate”, where used to indicate
a relationship with a Participant, means (i) any partner of that
Participant and (ii) the spouse of that Participant and that
Participant’s children, as well as that Participant’s
relatives and that Participant’s spouse’s relatives, if
they share that Participant’s residence;





“Awards” means an Option, a SAR, a
RSU, a DSU or a Retention Award granted to a Participant pursuant
to the terms of the Plan;





“Black-Out Period” means a period
of time when pursuant to any policies of the Company, any
securities of the Company may not be traded by certain persons
designated by the Company;





“Board” has the meaning ascribed
thereto in Section 2.1(1)
hereof;





“Business Day” means a day other
than a Saturday, Sunday or statutory holiday, when banks are
generally open for business in Toronto, Ontario, for the
transaction of banking business;





“Cash Equivalent” means the amount
of money equal to the Market Value multiplied by the number of
vested RSUs in the Participant’s Account, net of any
applicable taxes in accordance with Section 10.2, on the RSU Settlement
Date;





“Cause” has the meaning ascribed
thereto in Section 8.2(1)
hereof;





“Change in Control” means an event
whereby (i) any Person becomes the beneficial owner, directly or
indirectly, of 50% or more of either the issued and outstanding
Shares or the combined voting power of the Company’s then
outstanding voting securities entitled to vote generally; (ii) any
Person acquires, directly or indirectly, securities of the Company
to which is attached the right to elect the majority of the
directors of the Company; (iii) the Company undergoes a liquidation
or dissolution or sells all or substantially all of its assets; or
(iv) the Board adopts a resolution to the effect that a Change in
Control as defined herein has occurred or is imminent.





“Committee” has the meaning
ascribed thereto in Section
2.1(1) hereof;





“Consultant” means a person, other
than an officer, director, senior executive, or employee of the
Company or a Subsidiary, that provides ongoing services to the
Company, and includes for an individual Consultant, a corporation
of which the individual Consultant is an employee or shareholder,
or a partnership of which the individual Consultant is an employee
or partner;





“Consulting Agreement” means, with
respect to any Participant, any written consulting agreement
between the Company or an affiliate and such
Participant;





“Dividend Equivalent” means a
bookkeeping entry equivalent in value to a dividend paid on a Share
credited to a Participant’s Account in accordance with
Section 4.5
hereof;





“DSU” means a deferred share unit,
which is a bookkeeping entry equivalent in value to a Share
credited by the Company to a Participant’s Account in
accordance with Article 4
hereof, subject to the provisions of this Plan;





“DSU Agreement” means a written
letter agreement between the Company and a Participant evidencing
the grant of DSUs and the terms and conditions
thereof;








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“Eligibility Date” has the meaning
ascribed thereto in Section
8.2(3) hereof;





“Eligible Participants” has the
meaning ascribed thereto in Section
2.3(1) hereof;





“Employment Agreement” means, with
respect to any Participant, any written employment agreement
between the Company or an affiliate and such
Participant;





“Exercise Notice” means a notice in
writing signed by a Participant and stating the Participant’s
intention to exercise a particular Award, if
applicable;





“Grant Agreement” means an
agreement evidencing the grant to a Participant of an Award,
including an Option Agreement, a SAR Agreement, a DSU Agreement, a
RSU Agreement, a Retention Award Agreement, an Employment
Agreement, or a Consulting Agreement;





“Insider” has the meaning given to
the term in Part I of the TSX Company Manual, as same may be
amended, supplemented or replaced from time to time;





“Market Value” means at any date
when the Market Value of Shares of the Company is to be determined,
and (i) if the Shares of the Company are listed on the TSX, the
“market price” as defined in Part I of the TSX Company
Manual, as same may be amended, supplemented or replaced from time
to time; or (ii) if the Shares of the Company are not listed on any
stock exchange, the value as is determined solely by the Board,
acting reasonably and in good faith;





“Notice of Redemption” means the
written notice by a Participant, or the administrator or liquidator
of the estate of the Participant, to the Company of the
Participant’s wish to redeem his or her DSUs for cash or
Shares;





“Option” means an option granted by
the Company to a Participant entitling such Participant to acquire
a designated number of Shares from treasury at the Option Price,
subject to the provisions of this Plan;





“Option Agreement” means a written
letter agreement between the Company and a Participant evidencing
the grant of Options and the terms and conditions
thereof;





“Option Price” has the meaning
ascribed thereto in Section 3.2
hereof;





“Option Term” has the meaning
ascribed thereto in Section
3.4(1) hereof;





“Participants” means Eligible
Participants that are granted Awards under the Plan;





“Participant’s Account” means
an account maintained for each Participant’s participation in
DSUs and/or RSUs under the Plan;





“Performance Criteria” means
criteria established by the Board which, without limitation, may
include criteria based on the Participant’s personal
performance and/or the financial performance of the Company and/or
of its Affiliates, and that may be used to determine the vesting of
the Awards, when applicable;





“Performance Period” means the
period determined by the Board pursuant to Section 5.3 hereof;





“Person” means an individual,
corporation, company, cooperative, partnership, trust,
unincorporated association, entity with juridical personality or
governmental authority or body, and pronouns which refer to a
Person shall have a similarly extended meaning;





“Plan” means this Omnibus Long-Term
Incentive Plan, as amended and restated from time to
time;





“Restriction Period” means the
period determined by the Board pursuant to Section 5.4(1) hereof;





“Retention Award” means any payment
to a Participant that is not payable periodically for services
provided by the Participant, as determined by the Board from time
to time, as provided in Article
7 hereof.





“Retention Award Agreement” means a
written letter agreement between the Company and a Participant
evidencing the grant of Retention Awards and the terms and
conditions thereof;





“Retention Payment” means the
retention payment specified in the Retention Agreement, Employment
Agreement, or Consulting Agreement;





“RSU” means a right awarded by the
Company to a Participant to receive a payment in the form of Shares
as provided in Article 5
hereof, subject to the provisions of this Plan;








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“RSU Agreement” means a written
letter agreement between the Company and a Participant evidencing
the grant of RSUs and the terms and conditions
thereof;





“RSU Settlement Date” has the
meaning determined in Section
5.6(1)(a);





“RSU Settlement Notice” means a
notice by a Participant to the Company electing the desired form of
settlement of vested RSUs.





“RSU Vesting Determination Date”
has the meaning described thereto in Section 5.5 hereof;





“SAR” means a right granted to a
Participant as provided in Article
6 hereof to receive, upon exercise by the Participant, the
excess of (i) the Market Value of one Share on the date of exercise
over (ii) the grant price of the right on the date of grant, or if
granted in connection with an outstanding Option on the date of
grant of the related Option, as specified by the Board in its sole
discretion, which, except in the case of Substitute Awards, shall
not be less than the Market Value of one Share on such date of
grant of the right or the related Option, as the case may be,
subject to the provisions of this Plan;





“SAR Agreement” means a written
letter agreement between the Company and a Participant evidencing
the grant of SARs and the terms and conditions
thereof;





“SAR Price” has the meaning
ascribed thereto in Section 6.2
hereof;





“SAR Term” has the meaning ascribed
thereto in Section 6.4(1)
hereof;





“Share Compensation Arrangement”
means a stock option, stock option plan, employee stock purchase
plan, long-term incentive plan or any other compensation or
incentive mechanism involving the issuance or potential issuance of
Shares to one or more full-time employees, directors, officers,
insiders, service providers or Consultants of the Company or a
Subsidiary including a share purchase from treasury by a full-time
employee, director, officer, insider, service provider or
Consultant which is financially assisted by the Company or a
Subsidiary by way of a loan, guarantee or otherwise;





“Shares” means the common shares in
the share capital of the Company;





“Subsidiary” means a corporation,
company or partnership that is controlled, directly or indirectly,
by the Company;





“Successor Company” has the meaning
ascribed thereto in Section
9.1(3) hereof;





“Tax Act” means the Income Tax Act (Canada) and its
regulations thereunder, as amended from time to time.





“Termination Date” means (i) in the
event of a Participant’s resignation, the date on which such
Participant ceases to be an employee of the Company or a Subsidiary
and (ii) in the event of the termination of the Participant’s
employment by the Company or a Subsidiary, the effective date of
the termination as specified in the notice of termination provided
to the Participant by the Company or the Subsidiary, as the case
may be;





“TSX” means the Toronto Stock
Exchange; and





“Vested Awards” has the meaning
described thereto in Section
8.2(2) hereof.





ARTICLE 2 − PURPOSE AND ADMINISTRATION OF THE PLAN;
GRANTING OF AWARDS





Section
2.1 Purpose of the Plan.





(1)
 The purpose of
the Plan is to permit the Company to grant Awards to Eligible
Participants, subject to certain conditions as hereinafter set
forth, for the following purposes:





(a)
 to increase the
interest in the Company’s welfare of those Eligible
Participants, who share responsibility for the management, growth
and protection of the business of the Company or a
Subsidiary;





(b)
 to provide an
incentive to such Eligible Participants to continue their services
for the Company or a Subsidiary and to encourage such Eligible
Participants whose skills, performance and loyalty to the
objectives and interests of the Company or a Subsidiary are
necessary or essential to its success, image, reputation or
activities;





(c)
 to reward the
Participants for their performance of services while working for
the Company or a Subsidiary; and








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(d)
 to provide a means
through which the Company or a Subsidiary may attract and retain
able Persons to enter its employment.





Section
2.2 Implementation and Administration of the Plan.





(1)
 The Plan shall be
administered and interpreted by the Board of Directors of the
Company (the “Board”) or, if the Board by
resolution so decides, by a committee appointed by the Board (the
“Committee”) and
consisting of not less than three (3) members of the Board. If a
Committee is appointed for this purpose, all references to the term
“Board” will be deemed to be references to the
Committee.





(2)
 The Board or, for
greater certainty, the Committee, may, from time to time, as it may
deem expedient, adopt, amend and rescind rules, regulations and
policies for carrying out the provisions and purposes of the Plan,
subject to any applicable rules of the TSX. Subject to the
provisions of the Plan, the Board or, for greater certainty, the
Committee, is authorized, in its sole discretion, to make such
determinations under, and such interpretations of, and take such
steps and actions in connection with, the proper administration of
the Plan as it may deem necessary or advisable. The interpretation,
construction and application of the Plan and any provisions hereof
made by the Board or, for greater certainty, the Committee, shall
be final and binding on all Eligible Participants.





(3)
 No member of the
Board or, for greater certainty, the Committee, shall be liable for
any action or determination taken or made in good faith in the
administration, interpretation, construction or application of the
Plan or any Award granted hereunder.





(4)
 Any determination
approved by a majority of the Board or, for greater certainty, the
Committee, shall be deemed to be a determination of that matter by
the Board or, for greater certainty, the Committee.





(5)
 Subject to the
terms of this Plan and applicable law, the Board or, for greater
certainty, the Committee, may delegate to one or more officers of
the Company, or to a committee of such officers, the authority,
subject to such terms and limitations as the Board or the Committee
may determine, to grant, cancel, modify, waive rights with respect
to, alter, discontinue, suspend or terminate Awards.





(6)
 The Plan shall not
in any way fetter, limit, obligate, restrict or constrain the Board
with regard to the allotment or issuance of any Shares or any other
securities in the capital of the Company. For greater clarity, the
Company shall not by virtue of this Plan be in any way restricted
from declaring and paying stock dividends, repurchasing Shares or
varying or amending its share capital or corporate
structure.





Section
2.3 Eligible Participants.





(1)
 The Persons who
shall be eligible to receive Awards (“Eligible Participants”) shall be
the directors, officers, senior executives and other employees of
the Company or a Subsidiary, Consultants and service providers
providing ongoing services to the Company and its Affiliates. In
determining Awards to be granted under the Plan, the Board shall
give due consideration to the value of each Eligible
Participant’s present and potential future contribution to
the Company’s success. For greater certainty, a Person whose
employment with the Company or a Subsidiary has ceased for any
reason, or who has given notice or been given notice of such
cessation, whether such cessation was initiated by such employee,
the Company or such Subsidiary, as the case may be, shall cease to
be eligible to receive Awards hereunder as of the date on which
such Person provides notice to the Company or the Subsidiary, as
the case may be, in writing or verbally, of such cessation, or on
the Termination Date for any cessation of a Participant’s
employment initiated by the Company.





(2)
 Participation in
the Plan shall be entirely voluntary and any decision not to
participate shall not affect an Eligible Participant’s
relationship or employment with the Company.





(3)
 Notwithstanding any
express or implied term of this Plan to the contrary, the granting
of an Award pursuant to the Plan shall in no way be construed as a
guarantee of employment by the Company to the
Participant.





Section
2.4 Shares Subject to the Plan.





(1)
 Subject to
adjustment pursuant to provisions of Article 9 hereof, the total number of
Shares reserved and available for grant and issuance pursuant to
Awards under the Plan shall not exceed a number of Shares equal to
ten percent (10%) of the total issued and outstanding Shares of the
Company at the time of granting of Awards (on a non-diluted basis)
or such other number as may be approved by the shareholders of the
Company from time to time. Any increase in the issued and
outstanding Shares (whether as a result of exercise of Awards or
otherwise) will result in an increase in the number of Shares that
may be granted and issued pursuant to Awards under the Plan and any
Awards granted will, upon exercise, make new grants and issuances
available under the Plan.








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(2)
 Shares in respect
of which an Award is granted under the Plan, but not exercised
prior to the termination of such Award or not vested or delivered
prior to the termination of such Award due to the expiration,
termination or lapse of such Award, shall be available for Awards
to be granted thereafter pursuant to the provisions of the
Plan.





(3)
 All Shares issued
pursuant to the exercise or the vesting of the Awards granted under
the Plan shall be so issued as fully paid and non-assessable
Shares.





Section
2.5 Granting of Awards.





(1)
 Any Award granted
under the Plan shall be subject to the requirement that if at any
time counsel to the Company shall determine that the listing,
registration or qualification of the Shares subject to such Award,
if applicable, upon any securities exchange or under any law or
regulation of any jurisdiction, or the consent or approval of any
securities exchange or any governmental or regulatory body, is
necessary as a condition of, or in connection with, the grant or
exercise of such Award or the issuance or purchase of Shares
thereunder, if applicable, such Award may not be accepted or
exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or
obtained on conditions acceptable to the Board. Nothing herein
shall be deemed to require the Company to apply for or to obtain
such listing, registration, qualification, consent or
approval.





(2)
 Any Award granted
under the Plan shall be subject to the requirement that the Company
has the right to place any restriction or legend on any securities
issued pursuant to this Plan including, but in no way limited to
placing a legend to the effect that the securities have not been
registered under the United States Securities Act of 1933 and may
not be offered or sold in the United States unless registration or
an exemption from registration is available.





ARTICLE 3 − OPTIONS





Section
3.1 Nature of Options.





An
Option is an option granted by the Company to a Participant
entitling such Participant to acquire a designated number of Shares
from treasury at the Option Price, subject to the provisions of
this Plan. For the avoidance of doubt, no Dividend Equivalents
shall be granted in connection with an Option.





Section
3.2 Option Awards.





Subject
to the provisions set forth in this Plan and any shareholder or
regulatory approval which may be required, the Board shall, from
time to time by resolution, in its sole discretion, (i) designate
the Eligible Participants who may receive Options under the Plan,
(ii) fix the number of Options, if any, to be granted to each
Eligible Participant and the date or dates on which such Options
shall be granted, (iii) determine the price per Share to be payable
upon the exercise of each such Option (the “Option Price”) and the relevant
vesting provisions (including Performance Criteria, if applicable)
and Option Term, the whole subject to the terms and conditions
prescribed in this Plan, in any Option Agreement and any applicable
rules of the TSX.





Section
3.3 Option Price.





The
Option Price for Shares that are the subject of any Option shall be
fixed by the Board when such Option is granted, but shall not be
less than the Market Value of such Shares at the time of the
grant.





Section
3.4 Option Term.





(1)
 The Board shall
determine, at the time of granting the particular Option, the
period during which the Option is exercisable, commencing on the
date such Option is granted to the Participant and ending as
specified in this Plan, or in the Option Agreement, but in no event
shall an Option expire on a date which is later than ten (10) years
from the date the Option is granted (“Option Term”). Unless otherwise
determined by the Board, all unexercised Options shall be cancelled
at the expiry of such Options.





(2)
 Should the
expiration date for an Option fall within a Black-Out Period or
within ten (10) Business Days following the expiration of a
Black-Out Period, such expiration date shall be automatically
extended without any further act or formality to that date which is
the tenth Business Day after the end of the Black-Out Period, such
tenth Business Day to be considered the expiration date for such
Option for all purposes under the Plan. Notwithstanding
Section 9.2 hereof, the ten
(10) Business Day-period referred to in this Section 3.4 may not be extended by the
Board.





Section
3.5 Exercise of Options.





(1)
 Subject to the
provisions of this Plan, a Participant shall be entitled to
exercise an Option granted to such Participant at any time prior to
the expiry of the Option Term, subject to vesting limitations which
may be imposed by the Board at the time such Option is
granted.








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(2)
 Prior to its
expiration or earlier termination in accordance with the Plan, each
Option shall be exercisable as to all or such part or parts of the
optioned Shares and at such time or times and/or pursuant to the
achievement of such Performance Criteria and/or other vesting
conditions as the Board at the time of granting the particular
Option, may determine in its sole discretion. For greater
certainty, no Option shall be exercised by a Participant during a
Black-Out Period.





Section
3.6 Method of Exercise and Payment of Purchase Price.





(1)
 Subject to the
provisions of the Plan, an Option granted under the Plan shall be
exercisable (from time to time as provided in Section 3.5 hereof) by the Participant (or
by the liquidator, executor or administrator, as the case may be,
of the estate of the Participant) by delivering a fully completed
Exercise Notice to the Company at its registered office to the
attention of the Corporate Secretary of the Company (or the
individual that the Corporate Secretary of the Company may from
time to time designate) or give notice in such other manner as the
Company may from time to time designate, which notice shall specify
the number of Shares in respect of which the Option is being
exercised and shall be accompanied by full payment, by cash, cheque
or bank draft of the purchase price for the number of Shares
specified therein.





(2)
 Upon the exercise
of an Option, the Company shall, as soon as practicable after such
exercise but no later than ten (10) Business Days following such
exercise, forthwith cause the transfer agent and registrar of the
Shares to either:





(a)
 deliver to the
Participant (or to the liquidator, executor or administrator, as
the case may be, of the estate of the Participant) a certificate in
the name of the Participant representing in the aggregate such
number of Shares as the Participant (or to the liquidator, executor
or administrator, as the case may be, of the estate of the
Participant) shall have then paid for and as are specified in such
Exercise Notice; or





(b)
 in the case of
Shares issued in uncertificated form, cause the issuance of the
aggregate number of Shares as the Participant (or the liquidator,
executor or administrator, as the case may be, of the estate of the
Participant) shall have then paid for and as are specified in such
Exercise Notice to be evidenced by a book position on the register
of the shareholders of the Company to be maintained by the transfer
agent and registrar of the Shares.





(3)
 With the consent of
the Board, a Participant may, rather than exercise the Option which
the Participant is entitled to exercise under this Plan as provided
above, elect to surrender such Option, in whole or in part and, in
lieu of receiving the Shares to which the exercised Option relates,
receive, as consideration for the surrender of such Option, the
number of Shares, disregarding fractions, which, when multiplied by
the Market Value of the Shares to which the exercised Option
relates, have a value equal to the product of the number of Shares
to which the exercised Option relates multiplied by the difference
between the Market Value of such Shares and the Option Price of
such Option. The Company makes no representation to any Participant
(or to the liquidator, executor or administrator, as the case may
be, of the estate of the Participant) that it will waive or
renounce its right to claim a deduction in respect of such
payment.





Section
3.7 Option Agreements.





Options
shall be evidenced by an Option Agreement or included in an
Employment Agreement or Consulting Agreement, in such form not
inconsistent with the Plan as the Board may from time to time
determine, provided that the substance of Article 3 and Article 8 hereof be included therein. The
Option Agreement shall contain such terms that may be considered
necessary in order that the Option will comply with any provisions
respecting options in the income tax or other laws in force in any
country or jurisdiction of which the Participant may from time to
time be a resident or citizen or the rules of any regulatory body
having jurisdiction over the Company.





ARTICLE 4 − DEFERRED SHARE UNITS





Section
4.1 Nature of DSUs.





A DSU
is an Award of phantom share units to an Eligible Participant,
subject to restrictions and conditions as the Board may determine
at the time of grant. Conditions may be based on continuing
employment (or other service relationship) and/or achievement of
pre-established performance goals and objectives.





Section
4.2 Election to Participate.





Each
Eligible Participant may elect, once each calendar year, to be paid
a percentage of his or her annual retainer in the form of DSUs,
with the balance being paid in cash. In the case of an existing
Eligible Participant, the election must be completed, signed and
delivered to the Company by the end of the fiscal year preceding
the fiscal year to which such election is to apply. In the case of
a new Eligible Participant, the election must be completed, signed
and delivered to the Company as soon as possible, and, in any
event, no later than thirty (30) days, after the Eligible
Participant’s appointment, with such election to be effective
on the first day of the fiscal quarter of the Company next
following the date of the Company’s receipt of the election
until the final day of the fiscal year of appointment. For the
first year of the Plan, Eligible Participants must make such
election as soon as possible, and, in any event, no later than
thirty (30) days, after adoption of the Plan and the election shall
be effective on the first day of the fiscal quarter of the Company
next following the date of the Company’s receipt of the
election until the final day of such fiscal year. If no election is
made in respect of a particular fiscal year, the new or existing
Eligible Participant will receive the annual retainer in
cash.








-7-





Section
4.3 DSU Awards.





The
number of DSUs that an Eligible Participant is entitled to receive
in a fiscal year is based upon the percentage that the Eligible
Participant has elected to receive in DSUs multiplied by the
Participant’s annual retainer divided by the Market Value. At
the discretion of the Board, fractional DSUs will not be issued and
any fractional entitlements will be rounded down to the nearest
whole number.





Section
4.4 Redemption of DSUs.





(1)
 Each Participant
shall be entitled to redeem his or her DSUs during the period
commencing on the business day immediately following the
Termination Date and ending on the 90th day following the
Termination Date by providing a written Notice of Redemption to the
Company. In the event of death of a Participant, the Notice of
Redemption shall be filed by the administrator or liquidator of the
estate of the Participant. The Notice of Redemption must specify an
election to receive:





(a)
 a cash payment
equal to the number of DSUs credited to the Participant’s
Account as of the Termination Date multiplied by the Market Value
on the Termination Date, net of any applicable withholding taxes;
or





(b)
 in the case of
settlement of DSUs for Shares, delivery of a share certificate to
the Participant or the entry of the Participant’s name on the
share register for the Shares (or in the case of Shares issued in
uncertificated form, cause the issuance of the aggregate number of
Shares as the Participant shall then be entitled to receive to be
evidenced by a book position on the register of the shareholders of
the Company maintained by the transfer agent and registrar of the
Shares); or





(c)
 a percentage of the
DSUs paid out in cash and the remaining percentage of the DSUs paid
out as Shares.





In the
event a Notice of Redemption is not provided by a Participant, such
Participant will be deemed to have elected to receive Shares as
provided for in Section
4.4(1)(b). Notwithstanding an election by a Participant to
receive a cash payment in accordance with Section 4.4(1)(a) or (c), the Company may,
in its sole discretion, elect to settle amounts owing to a
Participant pursuant to DSUs by the issuance of Shares
only.





(2)
 Where Shares are to
be issued to a Participant, the Company will be required to (within
ten (10) business days) issue the Shares. The number of Shares will
be computed by taking the number of DSUs that the Participant
elected to receive in Shares, net of the number of DSUs that would
equal to any applicable withholding taxes.





(3)
 The Company will
make all of the payments described in this Article 4 (referred to hereinafter as the
“Final Payment”) to the Participant, within 120 days of
the Termination Date. Upon making such payment to the Participant,
the DSUs upon which such payment was based shall be cancelled and
no further payments shall be made from the Plan in relation to such
DSUs.





Section
4.5 Award
of Dividend Equivalents.





Dividend
Equivalents may, as determined by the Board in its sole discretion,
be awarded in respect of DSUs in a Participant’s Account on
the same basis as dividends declared and paid on Shares as if the
Participant was a shareholder of record of Shares on the relevant
record date. These Dividend Equivalents will, if awarded, be
credited to the Participant’s Account as additional DSUs (or
fractions thereof), with the number of additional DSUs based on (a)
the actual amount of dividends that would have been paid if the
Participant had held Shares under the Plan on the applicable record
date divided by (b) the Market Value per Share on the date on which
the dividends on Shares are payable. For greater certainty, no DSUs
representing Dividend Equivalents will be credited to a
Participant’s Account in relation to DSUs that have been
previously cancelled or paid out of the Plan and all additional
DSUs credited as a result of a Dividend Equivalent will be credited
at the same time as any applicable Final Payment.





Section
4.6 Unfunded Plan.





Unless
otherwise determined by the Board, this Plan shall be unfunded. To
the extent any Participant or his or her estate holds any rights by
virtue of a grant of DSUs under this Plan, such rights (unless
otherwise determined by the Board) shall be no greater than the
rights of an unsecured creditor of the Company. Notwithstanding the
foregoing, any determinations made shall be such that the Plan
continuously meets the requirements of paragraph 6801(d) of the
Income Tax Regulations, adopted under the Tax Act or any successor
provision thereto.





Section
4.7 DSU Agreements.





DSUs
shall be evidenced by a DSU Agreement or included in an Employment
Agreement or Consulting Agreement, in such form not inconsistent
with the Plan as the Board may from time to time determine,
provided that the substance of Article
4 and Article 8 hereof
be included therein. The DSU Agreement shall contain such terms
that may be considered necessary in order that the DSU will comply
with any provisions respecting deferred share units in the income
tax or other laws in force in any country or jurisdiction of which
the Participant may from time to time be a resident or citizen or
the rules of any regulatory body having jurisdiction over the
Company.








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ARTICLE 5 − RESTRICTED SHARE UNITS





Section
5.1 Nature of RSUs.





A RSU
is an Award entitling the recipient to acquire Shares, at such
purchase price (which may be zero) as determined by the Board, or
receive or receive a Cash Equivalent, subject to such restrictions
and conditions as the Board may determine at the time of grant.
Conditions may be based on continuing employment (or other service
relationship) and/or achievement of pre-established performance
goals and objectives.





Section
5.2 RSU Awards.





(1)
 Subject to the
provisions herein set forth and any shareholder or regulatory
approval which may be required, the Board shall, from time to time
by resolution, in its sole discretion, (i) designate the
Eligible Participants who may receive RSUs under the Plan, (ii) fix
the number of RSUs, if any, to be granted to each Eligible
Participant and the date or dates on which such RSUs shall be
granted, and (iii) determine the relevant conditions and vesting
provisions (including the applicable Performance Period and
Performance Criteria, if any) and Restriction Period of such RSUs,
the whole subject to the terms and conditions prescribed in this
Plan and in any RSU Agreement.





(2)
 The RSUs are
structured so as to be considered to be a plan described in section
7 of the Tax Act or any successor provision thereto.





(3)
 Subject to the
vesting and other conditions and provisions herein set forth and in
the RSU Agreement, each RSU awarded to a Participant shall entitle
the Participant, at his or her election, to receive one Share
issued from treasury or the Cash Equivalent at any time beginning
on the first Business Day following their RSU Vesting Determination
Date but no later than the RSU Settlement Date.





Section
5.3 Restriction Period.





The
applicable restriction period in respect of a particular RSU award
shall be determined by the Board but in all cases shall end no
later than December 31 of the calendar year which is three (3)
years after the calendar year in which the Award is granted
(“Restriction
Period”). For example, the Restriction Period for a
grant made in June 2020 shall end no later than December 31, 2023.
Subject to the Board’s determination, any vested RSUs with
respect to a Restriction Period will be paid to Participants in
accordance with Article 5, no
later than the end of the Restriction Period. Unless otherwise
determined by the Board, all unvested RSUs shall be cancelled on
the RSU Vesting Determination Date (as such term is defined in
Section 5.5) and, in any event,
no later than the last day of the Restriction Period.





Section
5.4 Performance Criteria and Performance Period.





(1)
 For each award of
RSUs, the Board shall establish the period in which any Performance
Criteria and other vesting conditions must be met in order for a
Participant to be entitled to receive Shares in exchange for all or
a portion of the RSUs held by such Participant (the
“Performance
Period”), provided that such Performance Period may
not expire after the end of the Restriction Period, being no longer
than three (3) years after the financial year in which the Award
was granted. For example, a Performance Period determined by the
Board to be for a period of three (3) financial years will start on
the first day of the financial year in which the award is granted
and will end on the last day of the second financial year after the
year in which the grant was made. In such a case, for a grant made
on August 5, 2020, the Performance Period will start on July 1,
2020 and will end on June 30, 2022.





(2)
 For each award of
RSUs, the Board shall establish any Performance Criteria and other
vesting conditions which must be met during the Performance Period
in order for a Participant to be entitled to receive Shares in
exchange for his or her RSUs.





Section
5.5 RSU
Vesting Determination Date.





The
vesting determination date means the date on which the Board
determines if the Performance Criteria and/or other vesting
conditions with respect to a RSU have been met (the
“RSU Vesting Determination
Date”), and as a result, establishes the number of
RSUs that become vested, if any. For greater certainty, the RSU
Vesting Determination Date must fall after the end of the
Performance Period, if any, but no later than the last day of the
Restriction Period.





Section
5.6 Settlement of RSUs.





(1)
 Except as
otherwise provided in the RSU Agreement, in the event that the
vesting conditions, the Performance Criteria and Performance
Period, if applicable, of an RSU are satisfied:








-9-





(a)
 all of the vested
RSUs covered by a particular grant may, subject to Section 5.6(4), be settled at any time
beginning on the first Business Day following their RSU Vesting
Determination Date but no later than the date that is ten (10)
years from their RSU Vesting Determination Date (the
“RSU Settlement
Date”);





(b)
 a Participant is
entitled to deliver to the Company, on or before the RSU Settlement
Date, an RSU Settlement Notice in respect of any or all vested RSUs
held by such Participant; and





(c)
 with the consent of
the Board in the RSU Settlement Notice, the Participant may elect,
in such Participant’s sole discretion, including with respect
to any fractional RSUs, to settle vested RSUs for their Cash
Equivalent, Shares issued from treasury, or a combination
thereof.





(2)
 Subject to
Section 5.6(4), settlement of
RSUs shall take place promptly following the RSU Settlement Date
and take the form set out in the RSU Settlement Notice
through:





(a)
 in the case of
settlement of RSUs for their Cash Equivalent, delivery of a cheque
to the Participant representing the Cash Equivalent;





(b)
 in the case of
settlement of RSUs for Shares, delivery of a share certificate to
the Participant or the entry of the Participant’s name on the
share register for the Shares (or in the case of Shares issued in
uncertificated form, cause the issuance of the aggregate number of
Shares as the Participant shall then be entitled to receive to be
evidenced by a book position on the register of the shareholders of
the Company maintained by the transfer agent and registrar of the
Shares); or





(c)
 in the case of
settlement of the RSUs for a combination of Shares and the Cash
Equivalent, a combination of (a) and (b) above.





(3)
 If an RSU
Settlement Notice is not received by the Company on or before the
RSU Settlement Date, settlement shall take the form of Shares
issued from treasury as set out in Section 5.7(2). Notwithstanding an election
by a Participant to receive a cash payment in accordance with
Section 5.4(1)(a) or (c), the
Company may, in its sole discretion, elect to settle amounts owing
to a Participant pursuant to RSUs by the issuance of Shares
only.





(4)
 Notwithstanding
any other provision of this Plan, in the event that an RSU
Settlement Date falls during a Black-Out Period or other trading
restriction imposed by the Company and the Participant has not
delivered an RSU Settlement Notice, then such RSU Settlement Date
shall be automatically extended to the tenth (10th) Business Day
following the date that such Black-Out Period or other trading
restriction is lifted, terminated or removed.





Section
5.7 Determination of Amounts.





(1)
 Cash Equivalent of
RSUs. For purposes of determining the Cash Equivalent of RSUs to be
made pursuant to Section 5.6,
such calculation will be made on the RSU Settlement Date and shall
equal the Market Value on the RSU Settlement Date multiplied by the
number of vested RSUs in the Participant’s Account which the
Participant desires to settle in cash pursuant to the RSU
Settlement Notice, less any amount withheld on account of taxes in
accordance with Section 11.2.





(2)
 Payment in
Shares; Issuance of Shares from Treasury. For the purposes of
determining the number of Shares from treasury to be issued and
delivered to a Participant upon settlement of RSUs pursuant to
Section 5.6, such calculation
will be made on the RSU Settlement Date and be the whole number of
Shares equal to the whole number of vested RSUs then recorded in
the Participant’s Account which the Participant desires to
settle pursuant to the RSU Settlement Notice. Shares issued from
treasury will be issued in consideration for the past services of
the Participant to the Company and the entitlement of the
Participant under this Plan shall be satisfied in full by such
issuance of Shares.





Section
5.8 RSU Agreements.





RSUs
shall be evidenced by a RSU Agreement or included in an Employment
Agreement or Consulting Agreement, in such form not inconsistent
with the Plan as the Board may from time to time determine,
provided that the substance of Article
5 and Article 8 hereof
be included therein. The RSU Agreement shall contain such terms
that may be considered necessary in order that the RSU will comply
with any provisions respecting restricted share units in the income
tax or other laws in force in any country or jurisdiction of which
the Participant may from time to time be a resident or citizen or
the rules of any regulatory body having jurisdiction over the
Company.








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Section
5.9 Award of Dividend Equivalents.





Dividend
Equivalents may, as determined by the Board in its sole discretion,
be awarded in respect of RSUs in a Participant’s Account on
the same basis as dividends declared and paid on Shares as if the
Participant was a shareholder of record of Shares on the relevant
record date. These Dividend Equivalents will, if awarded, be
credited to the Participant’s Account as additional RSUs (or
fractions thereof), with the number of additional RSUs based on (a)
the actual amount of dividends that would have been paid if the
Participant had held Shares under the Plan on the applicable record
date divided by (b) the Market Value per Share on the date on which
the dividends on Shares are payable. For greater certainty, no RSUs
representing Dividend Equivalents will be credited to a
Participant’s Account in relation to RSUs that have been
previously cancelled or paid out of the Plan and all additional
RSUs credited as a result of a Dividend Equivalent will be credited
at the same time as any applicable Final Payment. In the event that
the Participant’s applicable RSUs do not vest, all Dividend
Equivalents, if any, associated with such RSUs will be forfeited by
the Participant and returned to the Company’s
account.





ARTICLE 6 − SHARE APPRECIATION RIGHTS





Section
6.1 Nature of SARs.





A SAR
is an Award entitling the recipient to receive Shares having a
value equal to the excess of the Market Value of one Share on the
date of exercise over the grant price of the right on the date of
grant, multiplied by the number of Shares with respect to which the
SAR shall have been exercised. The grant price of shall not be less
than the Market Value of one Share on such date of grant of the
right.





Section
6.2 SAR
Awards.





Subject
to the provisions herein set forth and any shareholder or
regulatory approval which may be required, the Board shall, from
time to time by resolution, in its sole discretion, (i) designate
the Eligible Participants who may receive SAR Awards under the
Plan, (ii) fix the number of SAR Awards to be granted to each
Eligible Participant and the date or dates on which such SAR Awards
shall be granted, and (iii) determine the price per Share to be
payable upon the vesting of each such SAR (the “SAR Price”) and the relevant
conditions and vesting provisions (including the applicable
Performance Period and Performance Criteria, if any) and the SAR
Term, the whole subject to the terms and conditions prescribed in
this Plan and in any SAR Agreement.





Section
6.3 SAR Price.





The SAR
Price for the Shares that are the subject of any SAR shall be fixed
by the Board when such SAR is granted, but shall not be less than
the Market Value of such Shares at the time of the
grant.





Section
6.4 SAR
Term.





(1)
 The Board shall
determine, at the time of granting the particular SAR, the period
during which the SAR is exercisable, which shall not be more than
ten (10) years from the date the SAR is granted
(“SAR Term”) and
the vesting schedule of such SAR, which will be detailed in the
respective SAR Agreement. Unless otherwise determined by the Board,
all unexercised SARs shall be cancelled at the expiry of such
SAR.





(2)
 Should the
expiration date for a SAR fall within a Black-Out Period or within
ten (10) Business Days following the expiration of a Black-Out
Period, such expiration date shall be automatically extended
without any further act or formality to that date which is the
tenth (10th) Business Day after the end of the Black-Out Period,
such tenth (10th) Business Day to be considered the expiration date
for such SAR for all purposes under the Plan. Notwithstanding
Section 9.2 hereof, the ten
(10) Business Day-period referred to in this Section 6.4 may not be extended by the
Board.





Section
6.5 Exercise of SARs.





Prior
to its expiration or earlier termination in accordance with the
Plan, each SAR shall be exercisable as to all or such part or parts
of the granted Shares and at such time or times and/or pursuant to
the achievement of such Performance Criteria and/or other vesting
conditions as the Board at the time of granting the particular SAR,
may determine in its sole discretion. For greater certainty, no SAR
shall be exercised by a Participant during a Black-Out
Period.





Section
6.6 Method of Exercise and Payment of Purchase Price.





(1)
 Subject to the
provisions of the Plan, a SAR granted under the Plan shall be
exercisable (from time to time as provided in Section 6.5 hereof) by the Participant (or
by the liquidator, executor or administrator, as the case may be,
of the estate of the Participant) by delivering a fully completed
Exercise Notice to the Company at its registered office to the
attention of the Corporate Secretary of the Company (or to the
individual that the Corporate Secretary of the Company may from
time to time designate) or give notice in such other manner as the
Company may from time to time designate, no less than three (3)
business days in advance of the effective date of the proposed
exercise, which notice shall specify the number of Shares with
respect to which the SAR is being exercised and the effective date
of the proposed exercise.








-11-





(2)
 The exercise of a
SAR with respect to any number of Shares shall entitle the
Participant to Shares equal to the excess of the Market Value of a
Share on the effective date of such exercise over the per share SAR
Price.





(3)
 Upon the exercise,
the Company shall, as soon as practicable after such exercise but
no later than ten (10) Business Days following such exercise,
forthwith cause the transfer agent and registrar of the Shares to
either:





(4)
 deliver to the
Participant (or to the liquidator, executor or administrator, as
the case may be, of the estate of the Participant) a certificate in
the name of the Participant representing in the aggregate such
number of Shares as the Participant (or to the liquidator, executor
or administrator, as the case may be, of the estate of the
Participant) shall be entitled to receive (unless the Participant
intends to simultaneously dispose of any such Shares);
or





(5)
 in the case of
Shares issued in uncertificated form, cause the issuance of the
aggregate number of Shares as the Participant (or the liquidator,
executor or administrator, as the case may be, of the estate of the
Participant) shall be entitled to receive to be evidenced by a book
position on the register of the shareholders of the Company to be
maintained by the transfer agent and registrar of the
Shares.





Section
6.7 SAR Agreements.





SARs
shall be evidenced by a SAR Agreement or included in an Employment
Agreement or Consulting Agreement, in such form not inconsistent
with the Plan as the Board may from time to time determine,
provided that the substance of Article
6 and Article 8 hereof
be included therein. The SAR Agreement shall contain such terms
that may be considered necessary in order that the SAR will comply
with any provisions respecting stock appreciation rights in the
income tax or other laws in force in any country or jurisdiction of
which the Participant may from time to time be a resident or
citizen or the rules of any regulatory body having jurisdiction
over the Company.





ARTICLE 7 − RETENTION AWARDS





Section
7.1 Nature of Retention Awards.





Retention
Awards are any payment to an Eligible Participant that is not
payable periodically for services provided by the Eligible
Participant, as determined by the Board from time to
time.





Section
7.2 Retention Awards.





(1)
 Subject to the
provisions herein set forth, the Board shall, from time to time by
resolution, in its sole discretion, (i) designate the Eligible
Participants who may receive Retention Awards under the Plan, (ii)
fix the number of Retention Awards, if any, to be granted to each
Eligible Participant and the date or dates on which such Retention
Awards shall be granted, and (iii) determine the relevant
conditions and vesting provisions (including the applicable
Performance Period and Performance Criteria, if any) of such
Retention Awards, the whole subject to the terms and conditions
prescribed in this Plan and in any Retention Award Agreement,
Employment Agreement or Consulting Agreement.





(2)
 Subject to the
vesting and other conditions and provisions herein set forth and in
the Retention Award Agreement, Employment Agreement or Consulting
Agreement, each Retention Award awarded to a Participant shall
entitle the Participant to receive, on the vesting date of the
Retention Award, such number of Shares, disregarding fractions,
which, when multiplied by the Market Value of the Shares on the
vesting date of the Retention Award, to which the Retention Awards
relate, have a value equal to the Retention Payment, less any
amount withheld on account of income taxes, which withheld income
taxes will be remitted by the Company.





Section
7.3 Payment to Participant.





In the
event that the vesting conditions of a Retention Award are
satisfied, the Company shall, as soon as possible after the date of
vesting of the Retention Awards cause the transfer agent and
registrar of the Shares to either:





(1)
 deliver to the
Participant (or to the liquidator, executor or administrator, as
the case may be, of the estate of the Participant) a certificate in
the name of the Participant representing in the aggregate such
number of Shares as the Participant (or to the liquidator, executor
or administrator, as the case may be, of the estate of the
Participant) shall be entitled to receive (unless the Participant
intends to simultaneously dispose of any such Shares);
or





(2)
 in the case of
Shares issued in uncertificated form, cause the issuance of the
aggregate number of Shares as the Participant (or the liquidator,
executor or administrator, as the case may be, of the estate of the
Participant) shall be entitled to receive to be evidenced by a book
position on the register of the shareholders of the Company to be
maintained by the transfer agent and registrar of the
Shares.








-12-





Section
7.4 Retention Award Agreements.





Retention
Awards shall be evidenced by a Retention Award Agreement or
included in an Employment Agreement or Consulting Agreement, in
such form not inconsistent with the Plan, as the Board may from
time to time determine, provided that the substance of Article 7 and Article 8 hereof be included therein. The
Retention Award Agreement shall contain such terms that may be
considered necessary in order that the Retention Award will comply
with any provisions respecting such awards in the income tax or
other laws in force in any country or jurisdiction of which the
Participant may from time to time be a resident or citizen or the
rules of any regulatory body having jurisdiction over the
Company.





ARTICLE 8 − GENERAL CONDITIONS





Section
8.1 General Conditions applicable to Awards.





Each
Award, as applicable, shall be subject to the following
conditions:





(1)
 Employment - The granting of an Award to
a Participant shall not impose upon the Company or a Subsidiary any
obligation to retain the Participant in its employ in any capacity.
For greater certainty, the granting of Awards to a Participant
shall not impose any obligation on the Company to grant any awards
in the future nor shall it entitle the Participant to receive
future grants.





(2)
 Rights as a Shareholder - Neither the
Participant nor such Participant’s personal representatives
or legatees shall have any rights whatsoever as shareholder in
respect of any Shares covered by such Participant’s Awards
until the date of issuance of a share certificate to such
Participant (or to the liquidator, executor or administrator, as
the case may be, of the estate of the Participant). Without in any
way limiting the generality of the foregoing, no adjustment shall
be made for dividends or other rights for which the record date is
prior to the date such share certificate is issued.





(3)
 Conformity to Plan – In the event
that an Award is granted or a Grant Agreement is executed which
does not conform in all particulars with the provisions of the
Plan, or purports to grant Awards on terms different from those set
out in the Plan, the Award or the grant of such Award shall not be
in any way void or invalidated, but the Award so granted will be
adjusted to become, in all respects, in conformity with the
Plan.





(4)
 Transferrable Awards – Awards
granted under this Plan shall be transferrable or assignable only
to a “permitted assign” and shall be exercisable only
by the Participant or his or her permitted assign. For the purposes
hereof, “permitted assign” means for such
Participant:





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





(b)
 a holding entity of
the Participant; or





(c)
 a registered
retirement savings plan (“RRSP”) or registered retirement
income fund (“RRIF”) of the Participant, as such
terms are defined in the Tax Act;





Section
8.2 General Conditions applicable to Options, SARs and Retention
Awards.





Each
Option, SAR or Retention Award, as applicable, shall be subject to
the following conditions:





(1)
 Termination for Cause. Upon a
Participant ceasing to be an Eligible Participant for
“Cause”, any Option, SAR or Retention Award or the
unexercised or unvested portion thereof, as applicable, when
granted to such Participant shall terminate on the effective date
of the termination as specified in the notice of termination. For
the purposes of the Plan, the determination by the Company that the
Participant was discharged for cause shall be binding on the
Participant. “Cause” shall include, among other things,
gross misconduct, theft, fraud, breach of confidentiality or breach
of the any code of conduct of the Company (or equivalent policy)
and any reason determined by the Company to be cause for
termination.





(2)
 Death. If a Participant dies while in
his or her capacity as an Eligible Participant, any vested Option,
SAR or Retention Award or the unexercised portion thereof, granted
to such Participant may be exercised by the liquidator, executor or
administrator, as the case may be, of the estate of the Participant
for that number of Shares only which such Participant was entitled
to acquire under the respective Options, SARs or Retention Awards
(the “Vested Awards”) hereof on the date of such
Participant’s death. Such Vested Award shall only be
exercisable within one (1) year after the Participant’s death
or prior to the expiration of the original term of the Options,
SARs or Retention Awards, as applicable, whichever occurs earlier.
All Options, SARs or Retention Awards or the unexercised or
unvested portion thereof, as applicable, other than such Vested
Awards on the date of such Participant’s death, will be
cancelled on the date of such Participant’s
death.








-13-





(3)
 Disability. Upon a Participant ceasing
to be an Eligible Participant by reason of injury or disability or
upon a Participant becoming eligible to receive long-term
disability benefits, any Option, SAR or Retention Award or the
unexercised portion thereof, granted to such Participant may be
exercised by such Participant or his/her representative as the
rights to exercise accrue. Such Option, SAR or Retention Award
shall only be exercisable (i) within three (3) years after such
cessation or (ii) the effective date on which the Participant
becomes eligible to receive long-term disability benefits (provided
that, for greater certainty, such effective date shall be confirmed
in writing to the Company by the insurance company providing such
long-term disability benefits) (the “Eligibility
Date”)) or (iii) prior to the expiration of the original term
of the Option, SAR or Retention Award, whichever occurs earlier.
All Options, SARs or Retention Awards or the unexercised or
unvested portion thereof, as applicable, on the date that is three
(3) years after such cessation, will be cancelled on such
date.





(4)
 Termination or Cessation. In the case of
a Participant ceasing to be an Eligible Participant for any reason
(other than for “cause”, death or disability) the right
to exercise an Option, SAR or Retention Award shall be limited to
and shall expire on the earlier of one year after the Termination
Date, or the expiry date of the Award set forth in the Grant
Agreement, to the extent such Award was exercisable by the
Participant on the Termination Date.





Section
8.3 General Conditions applicable to RSUs.





Each
RSU shall be subject to the following conditions:





(1)
 Termination for Cause. Upon a
Participant ceasing to be an Eligible Participant for
“Cause” or the Participant’s resignation from
employment with the Company or a Subsidiary, the
Participant’s participation in the Plan shall be terminated
immediately, all RSUs credited to such Participant’s Account
that have not vested shall be forfeited and cancelled, and the
Participant’s rights to Shares that relate to such
Participant’s unvested RSUs shall be forfeited and cancelled
on the Termination Date.





(2)
 Cessation of Employment. Except as
otherwise determined by the Board from time to time, at its sole
discretion, upon a Participant’s (i) retirement, (ii)
employment with the Company or a Subsidiary being terminated by the
Company or a Subsidiary for reasons other than for
“cause”, (iii) employment with the Company or a
Subsidiary being terminated by reason of injury or disability or
(iv) becoming eligible to receive long-term disability benefits,
the Participant’s participation in the Plan shall be
terminated immediately (provided that, for the Participant becoming
eligible to receive long-term disability benefits, such termination
shall occur on the Eligibility Date), provided that all unvested
RSUs in the Participant’s Account as of such date relating to
a Restriction Period in progress shall remain in effect until the
applicable RSU Vesting Determination Date.





(3)
 Retirement. In the case of a
Participant’s retirement, this Section 8.3(3) shall not apply to a
Participant in the event such Participant, directly or indirectly,
in any capacity whatsoever, alone, through or in connection with
any person, carries on or becomes employed by, engaged in or
otherwise commercially involved in, any activity or business in the
mining industry prior to the applicable RSU Vesting Determination
Date. In such event, Section
8.3(2) shall apply to such Participant.





(a)
 If, on the RSU
Vesting Determination Date, the Board determines that the vesting
conditions were not met for such RSUs, then all unvested RSUs
credited to such Participant’s Account shall be forfeited and
cancelled and the Participant’s rights to Shares that relate
to such unvested RSUs shall be forfeited and
cancelled.





(b)
 If, on the RSU
Vesting Determination Date, the Board determines that the vesting
conditions were met for such RSUs, the Participant shall be
entitled to receive that number of Shares equal to the number of
RSUs outstanding in the Participant’s Account in respect of
such Restriction Period multiplied by a fraction, the numerator of
which shall be the number of completed months of service of the
Participant with the Company or a Subsidiary during the applicable
Performance Period, if any, as of the date of the
Participant’s retirement, termination or Eligibility Date and
the denominator of which shall be equal to the total number of
months included in the applicable Performance Period, if any (which
calculation shall be made on the applicable RSU Vesting
Determination Date) and the Company shall distribute such number of
Shares to the Participant as soon as practicable thereafter, but no
later than the end of the Restriction Period, the Company shall
debit the corresponding number of RSUs from such
Participant’s Account, and the Participant’s rights to
all other Shares that relate to such Participant’s RSUs shall
be forfeited and cancelled.





(4)
 Death. Except as otherwise determined by
the Board from time to time, at their sole discretion, upon the
death of a Participant, the Participant’s participation in
the Plan shall be terminated immediately, provided that all
unvested RSUs in the Participant’s Account as of such date
relating to a Restriction Period in progress shall remain in effect
until the applicable RSU Vesting Determination Date or any earlier
date as may be determined by the Board.








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(a)
 If, on the
applicable RSU Vesting Determination Date or any earlier date as
may be determined by the Board, the Board determines that the
vesting conditions were not met for such RSUs, then all unvested
RSUs credited to such Participant’s Account shall be
forfeited and cancelled and the Participant’s rights to
Shares (or cash or a combination of Shares and cash as permitted
under this Plan) that relate to such unvested RSUs shall be
forfeited and cancelled.





(b)
 If, on the
applicable RSU Vesting Determination Date or any earlier date as
may be determined by the Board, the Board determines that the
vesting conditions were met, the liquidator, executor or
administrator, as the case may be, of the estate of the Participant
shall be entitled to receive that number of Shares equal to the
number of RSUs outstanding in the Participant’s Account in
respect of such Restriction Period multiplied by a fraction, the
numerator of which shall be the number of completed months of
service of the Participant with the Company or a Subsidiary during
the applicable Performance Period, if any, as of the date of death
of the Participant and the denominator of which shall be equal to
the total number of months included in the applicable Performance
Period, if any (which calculation shall be made on the applicable
RSU Vesting Determination Date or any earlier date as may be
determined by the Board) and the Company shall distribute such
number of Shares to the liquidator, executor or administrator, as
the case may be, of the estate of the Participant as soon as
practicable thereafter but no later than the end of the Restriction
Period, the Company shall debit the corresponding number of RSUs
from such deceased Participant’s Account, and the
Participant’s right to all other Shares that relate to such
deceased Participant’s RSUs shall be forfeited and
cancelled.





(5)
 Leave of Absence. Except as otherwise
determined by the Board from time to time, at their sole
discretion, upon a Participant electing a voluntary leave of
absence, the Participant’s participation in the Plan shall be
terminated immediately, provided that all unvested RSUs in the
Participant’s Account as of such date relating to a
Restriction Period in progress shall remain in effect until the
applicable RSU Vesting Determination Date.





(a)
 If, on the
applicable RSU Vesting Determination Date, the Board determines
that the vesting conditions were not met for such RSUs, then all
unvested RSUs credited to such Participant’s Account shall be
forfeited and cancelled and the Participant’s rights to
Shares (or cash or a combination of Shares and cash as permitted
under this Plan) that relate to such unvested RSUs shall be
forfeited and cancelled.





(b)
 If, on the
applicable RSU Vesting Determination Date, the Board determines
that the vesting conditions were met, the Participant shall be
entitled to receive that number of Shares equal to the number of
RSUs outstanding in the Participant’s Account in respect of
such Restriction Period multiplied by a fraction, the numerator of
which shall be the number of completed months of service of the
Participant with the Company or a Subsidiary during the relevant
Performance Period, if any, as of the date the Participant elects
for a voluntary leave of absence and the denominator of which shall
be equal to the total number of months included in the relevant
Performance Period, if any (which calculation shall be made on the
applicable RSU Vesting Determination Date) and the Company shall
distribute such number of Shares (or cash or a combination of
Shares and cash as permitted under this Plan) to the Participant as
soon as practicable thereafter but no later than the end of the
applicable Restriction Period, the Company shall debit the
corresponding number of RSUs from such Participant’s Account,
and the Participant’s right to all other Shares that relate
to such Participant’s RSUs shall be forfeited and
cancelled.





(c)
 Subject to
applicable laws, the Board may decide, at their sole discretion
that Section 8.3(5) should not
apply to voluntary leaves granted to a Participant by the Company
for a period of twelve (12) months or less. In such event, all
unvested RSUs in such Participant’s Account as of such date
relating to a Restriction Period in progress shall remain in effect
until the applicable RSU Vesting Determination Date.





(6)
 General. For greater certainty, where
(i) a Participant’s employment with the Company or a
Subsidiary is terminated pursuant to Section 8.3(1), Section 8.3(2) or Section 8.3(4) hereof or (ii) a Participant
elects for a voluntary leave of absence pursuant to Section 8.3(5) hereof following the
satisfaction of all vesting conditions in respect of particular
RSUs but before receipt of the corresponding distribution or
payment in respect of such RSUs, the Participant shall remain
entitled to such distribution or payment.





ARTICLE 9 − ADJUSTMENTS AND AMENDMENTS





Section
9.1 Adjustment to Shares Subject to Outstanding
Awards.





(1)
 In the event of
any subdivision of the Shares into a greater number of Shares at
any time after the grant of an Award to a Participant and prior to
the expiration of the term of such Award, the Company shall deliver
to such Participant, at the time of any subsequent exercise or
vesting of such Award in accordance with the terms hereof, in lieu
of the number of Shares to which such Participant was theretofore
entitled upon such exercise or vesting of such Award, but for the
same aggregate consideration payable therefor, such number of
Shares as such Participant would have held as a result of such
subdivision if on the record date thereof the Participant had been
the registered holder of the number of Shares to which such
Participant was theretofore entitled upon such exercise or vesting
of such Award.








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(2)
 In the event of any
consolidation of Shares into a lesser number of Shares at any time
after the grant of an Award to any Participant and prior to the
expiration of the term of such Award, the Company shall deliver to
such Participant at the time of any subsequent exercise or vesting
of such Award in accordance with the terms hereof in lieu of the
number of Shares to which such Participant was theretofore entitled
upon such exercise or vesting of such Award, but for the same
aggregate consideration payable therefor, such number of Shares as
such Participant would have held as a result of such consideration
if on the record date thereof the Participant had been the
registered holder of the number of Shares to which such Participant
was theretofore entitled upon such exercise or vesting of such
Award.





(3)
 If at any time
after the grant of an Award to any Participant and prior to the
expiration of the term of such Award, the Shares shall be
reclassified, reorganized or otherwise changed, otherwise than as
specified in Section 9.1(1) or
Section 9.1(2) hereof or,
subject to the provisions of Section
9.2(3) hereof, the Company shall consolidate, merge or
amalgamate with or into another corporation (the corporation
resulting or continuing from such consolidation, merger or
amalgamation being herein called the “Successor Company”), the
Participant shall be entitled to receive upon the subsequent
exercise or vesting of Award, in accordance with the terms hereof
and shall accept in lieu of the number of Shares then subscribed
for but for the same aggregate consideration payable therefor, the
aggregate number of shares of the appropriate class or other
securities of the Company or the Successor Company (as the case may
be) or other consideration from the Company or the Successor
Company (as the case may be) that such Participant would have been
entitled to receive as a result of such reclassification,
reorganization or other change of shares or, subject to the
provisions of Section 9.2(3)
hereof, as a result of such consolidation, merger or amalgamation,
if on the record date of such reclassification, reorganization or
other change of shares or the effective date of such consolidation,
merger or amalgamation, as the case may be, such Participant had
been the registered holder of the number of Shares to which such
Participant was immediately theretofore entitled upon such exercise
or vesting of such Award.





(4)
 If, at any time
after the grant of an Award to any Participant and prior to the
expiration of the term of such Award, the Company shall make a
distribution to all holders of Shares or other securities in the
capital of the Company, or cash, evidences of indebtedness or other
assets of the Company (excluding an ordinary course dividend in
cash or shares, but including for greater certainty shares or
equity interests in a Subsidiary or business unit of the Company or
one of its Subsidiaries or cash proceeds of the disposition of such
a Subsidiary or business unit), or should the Company effect any
transaction or change having a similar effect, then the price or
the number of Shares to which the Participant is entitled upon
exercise or vesting of Award shall be adjusted to take into account
such distribution, transaction or change. The Board shall determine
the appropriate adjustments to be made in such circumstances in
order to maintain the Participants’ economic rights in
respect of their Awards in connection with such distribution,
transaction or change.





Section
9.2 Amendment or Discontinuance of the
Plan.





(1)
 The Board may
amend the Plan or any Award at any time without the consent of the
Participants provided that such amendment shall:





(a)
 not adversely alter
or impair any Award previously granted except as permitted by the
provisions of Article 9
hereof;





(b)
 be subject to any
regulatory approvals including, where required, the approval of the
TSX; and





(c)
 be subject to
shareholder approval, where required by law or the requirements of
the TSX, provided that shareholder approval shall not be required
for the following amendments and the Board may make any changes
which may include but are not limited to: amendments of a
“housekeeping” nature; a change to the vesting
provisions of any Award; the introduction or amendment of a
cashless exercise feature payable in securities, whether or not
such feature provides for a full deduction of the number of
underlying securities from the Plan reserve; and the addition of a
form of financial assistance and any amendment to a financial
assistance provision which is adopted.





(2)
 Notwithstanding
Section 9.2(1)(c), the Board
shall be required to obtain shareholder approval to make the
following amendments:





(a)
 any change to the
maximum number of Shares issuable from treasury under the Plan,
except such increase by operation of Section 2.4 and in the event of an
adjustment pursuant to Article
9;





(b)
 any amendment which
reduces the exercise price of any Award, as applicable, after such
Awards have been granted or any cancellation of an Award and the
substitution of that Award by a new Award with a reduced price,
except in the case of an adjustment pursuant to Article 9;





(c)
 any amendment which
extends the expiry date of any Award, or the Restriction Period of
any RSU beyond the original expiry date, except in case of an
extension due to a Black- Out Period;








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(d)
 any amendment which
would permit a change to the Eligible Participants;





(e)
 any amendment which
would permit any Award granted under the Plan to be transferable or
assignable by any Participant other than as allowed by Section 8.1(4);





(f)
 any amendment to
the amendment provisions of the Plan,





provided that
Shares held directly or indirectly by Insiders benefiting from the
amendments in Sections (b) and (c) shall be excluded when obtaining
such shareholder approval.





(3)
 Notwithstanding
anything contained to the contrary in the Plan, in a Grant
Agreement contemplated herein, but subject to any specific
provisions contained in any Employment Agreements or Consulting
Agreements, in the event of a Change in Control, a reorganization
of the Company, an amalgamation of the Company, an arrangement
involving the Company, a take-over bid (as that term is defined in
the Securities Act (Ontario)) for all of the Shares or the sale or
disposition of all or substantially all of the property and assets
of the Company, the Board may make such provision for the
protection of the rights of the Participants as the Board in its
discretion considers appropriate in the circumstances, including,
without limitation, changing the Performance Criteria and/or other
vesting conditions for the Awards and/or the date on which any
Award expires or the Restriction Period, the Performance Period,
the Performance Criteria and/or other vesting conditions for the
Awards.





(4)
 The Board may, by
resolution, advance the date on which any Award may be exercised or
payable or, subject to applicable regulatory provisions, including
the rules of the TSX, and shareholder approval, extend the
expiration date of any Award, in the manner to be set forth in such
resolution provided that the period during which an Option or a SAR
is exercisable or RSU is outstanding does not exceed ten (10) years
from the date such Option or SAR is granted in the case of Options
and SARs and three (3) years after the calendar year in which the
award is granted in the case of RSUs. The Board shall not, in the
event of any such advancement or extension, be under any obligation
to advance or extend the date on or by which any Option or SAR may
be exercised or RSU may be outstanding by any other
Participant.





(5)
 The Committee may,
by resolution, but subject to applicable regulatory approvals,
decide that any of the provisions hereof concerning the effect of
termination of the Participant’s employment shall not apply
for any reason acceptable to the Committee.





(6)
 The Board may,
subject to regulatory approval, discontinue the Plan at any time
without the consent of the Participants provided that such
discontinuance shall not materially and adversely affect any Awards
previously granted to a Participant under the Plan.





ARTICLE 10 − MISCELLANEOUS





Section
10.1 Use
of an Administrative Agent and Trustee.





The
Board may in its sole discretion appoint from time to time one or
more entities to act as administrative agent to administer the
Awards granted under the Plan and to act as trustee to hold and
administer the assets that may be held in respect of Awards granted
under the Plan, the whole in accordance with the terms and
conditions determined by the Board in its sole discretion. The
Company and the administrative agent will maintain records showing
the number of Awards granted to each Participant under the
Plan.





Section
10.2 Tax
Withholding.





(1)
 Notwithstanding any
other provision of this Plan, all distributions, delivery of Shares
or payments to a Participant (or to the liquidator, executor or
administrator, as the case may be, of the estate of the
Participant) under the Plan shall be made net of applicable source
and tax withholding deductions. If the event giving rise to the
withholding obligation involves an issuance or delivery of Shares,
then, the withholding obligation may be satisfied by (a) having the
Participant elect to have the appropriate number of such Shares
sold by the Company, the Company’s transfer agent and
registrar or any trustee appointed by the Company pursuant to
Section 10.1 hereof, on behalf
of and as agent for the Participant as soon as permissible and
practicable, with the proceeds of such sale being delivered to the
Company, which will in turn remit such amounts to the appropriate
governmental authorities, or (b) any other mechanism as may be
required or appropriate to conform with local tax and other
rules.





(2)
 Notwithstanding the
first paragraph of this Section
10.2, the applicable tax withholdings may be waived where
the Participant directs in writing that a payment be made directly
to the Participant’s registered retirement savings plan in
circumstances to which regulation 100(3) of the regulations of the
Tax Act apply.








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Section
10.3 Reorganization of the Company.





The
existence of any Awards shall not affect in any way the right or
power of the Company or its shareholders to make or authorize any
adjustment, recapitalization, reorganization or other change in the
Company’s capital structure or its business, or any
amalgamation, combination, merger or consolidation involving the
Company or to create or issue any bonds, debentures, shares or
other securities of the Company or the rights and conditions
attaching thereto or to affect the dissolution or liquidation of
the Company or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding,
whether of a similar nature or otherwise.





Section
10.4 Personal Information





Each
Participant shall provide the Company and the Board with all
information they require in order to administer the Plan. The
Company and the Board may from time to time transfer or provide
access to such information to a third party service provider for
purposes of the administration of the Plan provided that such
service providers will be provided with such information for the
sole purpose of providing such services to the Company. By
participating in the Plan, each Participant acknowledges that
information may be so provided and agrees to its provision on the
terms set forth herein. Except as specifically contemplated in this
Section 10.4, the Company and
the Board shall not disclose the personal information of a
Participant except: (i) in response to regulatory filings or other
requirements for the information by a governmental authority with
jurisdiction over the Company; (ii) for the purpose of complying
with a subpoena, warrant or other order by a court, person or body
having jurisdiction to compel production of the information; or
(iii) as otherwise required by law. In addition, personal
information of Participants may be disclosed or transferred to
another party during the course of, or completion of, a change in
ownership of, or the grant of a security interest in, all or a part
of the Company or its Affiliates including through an asset or
share sale, or some other form of business combination, merger or
joint venture, provided that such party is bound by appropriate
agreements or obligations.





Section
10.5 Governing Laws.





The
Plan and all matters to which reference is made herein shall be
governed by and interpreted in accordance with the laws of the
Province of Ontario and the laws of Canada applicable
therein.





Section
10.6 Severability.





The
invalidity or unenforceability of any provision of the Plan shall
not affect the validity or enforceability of any other provision
and any invalid or unenforceable provision shall be severed from
the Plan.





Section
10.7 Effective Date of the Plan.





The
Plan was approved by the Board on November 18, 2020 and shall take
effect on December 29, 2020, subject to the acceptance of the Plan
by the shareholders of the Company, the TSX and any other
applicable regulatory authorities.