Amended and Restated 2003-2016 Stock Option Plan



 Exhibit 10.40 
 COGNOS INCORPORATED 
 2003-2016 STOCK OPTION PLAN 
 (2003-2008 Stock Option Plan adopted by the Cognos Board of Directors May 1, 2003, approved by the Shareholders on June 19, 2003 and by the
TSX. Amendment 1 approved by Cognos Board of Directors on June 22, 2004 and Shareholders on June 23, 2004 and by the TSX. Amendment 2 approved by Cognos Board of Directors on April 7, 2005 and Shareholders on June 23, 2005 and by
the TSX. Amendment 3 approved by Cognos Board of Directors on April 6, 2006 and Shareholders on October 18, 2006 and by the TSX - Plan renamed 2003-2016 Stock Option Plan. Amendment 4 approved by Cognos Board of Directors on March 29,
2007 without Shareholder approval in accordance with Section 17 – Term and Amendment of Plan. Amendment 5 approved by Cognos Board of Directors on May 1, 2007 without Shareholder approval in accordance with Section 17, Term and
Amendment of Plan. Amendment 6 approved by Cognos Board of Directors on April 11, 2007, the TSX, and on June 21, 2007 by Shareholders). 
 1. PURPOSE 
 This 2003-2016 Stock Option Plan (the “Plan”) is intended to provide incentives
to employees of Cognos Incorporated and any present or future subsidiary of the Corporation wherever located (the “Corporation”), by providing them with opportunities to purchase stock in the Corporation pursuant to stock options
(“Options”). Options may qualify as “incentive stock options”, or ISOs, under Section 422(b) of the United States Internal Revenue Code of 1986, as amended (the “Code”). Options that are not
ISOs are “non-qualified stock options” or NQOs. 
 2. ADMINISTRATION OF THE PLAN 
 A. The Plan shall be administered by the Human Resources & Compensation Committee (the “Committee”) of the Board of
Directors of the Corporation (the “Board”). 
 B. Subject to the terms of the Plan, the Committee shall have the
authority to (a) determine the employees of the Corporation and any Subsidiary (from among the class of employees eligible under paragraph 3) to whom Options may be granted; (b) determine the time or times at which Options may be granted;
(c) determine (subject to paragraph 6) the option price of shares subject to each Option; (d) determine the limitations, restrictions, and conditions of any grant of Options, including whether any Option granted is an ISO or a NQO;
(e) determine (subject to paragraph 8) the time or times when each Option shall become exercisable and the duration of the exercise period; and (f) interpret the Plan and prescribe and rescind rules and regulations relating to it. The
interpretation and construction by the Committee of any provisions of the Plan or of any Option granted under it is final unless otherwise determined by the Board. The Committee may from time to time adopt such rules and regulations for carrying out
the Plan as it may consider appropriate. No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Option granted under it. 
 C. The date of grant of an Option under the Plan will be the date specified by the Committee at the time it awards the Option. 
  

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 D. The Board in its discretion may take such action as may be necessary to ensure that Options
granted under the Plan qualify as “qualified performance-based compensation” within the meaning of Section 162(m) of the Code and applicable regulations promulgated thereunder (“Performance-Based Compensation”).
Options may be subject to such other terms and conditions as are necessary to constitute compensation arising from their exercise or disposition (or the disposition of any shares acquired thereunder) as Performance-Based Compensation. 
 3. PARTICIPATION 
 A. Options may be granted to
any employee of the Corporation or any Subsidiary (each recipient of an award a “Participant”). Non-employee directors of the Corporation shall not be eligible to receive Options pursuant to the Plan. 
 B. Participation in the Plan is voluntary and is not a condition of employment. No employee of the Corporation shall have any claim or right to be
granted Options pursuant to the Plan. 
 C. Neither the Corporation nor any Subsidiary assumes any liability for the income or other
tax consequences arising from participation in the Plan. Participants should consult their own tax advisors in that respect. 
 4. STOCK 

A. All stock issued under the Plan shall be authorized but unissued common shares of capital stock of the Corporation without par value (the
“Common Shares”). 
 B. The aggregate number of Common Shares which may be issued under the Plan is 8,360,000,
subject to adjustment as provided in paragraph 14. The foregoing number of shares is anticipated to be sufficient for the Corporation’s requirements for the period ending July 1, 2008. Subject to prior applicable regulatory approval, it is
intended that additional shares will be issued under the Plan but only after the issuance of such shares is approved at a duly convened meeting of shareholders. 
 C. If any Option expires or terminates for any reason without having been exercised in full or ceases for any reason to be exercisable in whole or in part, the unpurchased Common Shares subject to that Option
shall again be available for grants of Options. 
 D. The following restrictions will apply to all grants of Options under the Plan:

 (a) the aggregate number of Shares reserved for issuance under Options granted to Insiders (having the meaning given to the term
“insiders” in the rules of the Toronto Stock Exchange Company Manual relating to changes in capital structure of listed companies in connection with employee stock option and stock purchase plans, options for services, and related matters,
as amended (the “TSX Rules”)) and shares reserved for issuance from treasury to Insiders under any other Share Compensation Arrangement (having the meaning given to the term “share compensation arrangement” in the TSX
Rules), may not exceed 10% of the number of Common Shares outstanding on a non-diluted basis at such time (“outstanding issue”); 
 (b) Insiders may not, within a 12 month period, be issued a number of Common Shares under the Plan and/or under any other Share Compensation Arrangement of the Corporation exceeding 10% of the outstanding issue; 
  

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 (c) any one Insider and that Insider’s Associates (as that term is defined in the Securities
Act (Ontario)) may not, within a 12 month period, be issued a number of Common Shares under the Plan and/or under any other Share Compensation Arrangement of the Corporation exceeding 5% of the outstanding issue; and 
 (d) the number of Common Shares reserved for issuance to any one Participant under Options granted under the Plan or under any other option to purchase
shares from treasury granted under any Share Compensation Arrangement of the Corporation must not exceed 5% of the outstanding issue, or 4,400,000 shares. 
 E. The foregoing limits under this paragraph 4 will be adjusted to reflect any adjustments in the capital of the Corporation as contemplated in paragraph 14. 
 5. TERM & EFFECTIVE DATE 
 A. This
Plan was adopted by the Board on May 1, 2003. No Option may be awarded prior to shareholder approval of this Plan. 
 B. This
Plan shall expire on June 30, 2016 (except as to Options outstanding on that date). 
 6. MINIMUM OPTION PRICE 
 A. The price per Common Share specified in the agreement relating to each Option granted under the Plan shall not be lower than 100% of the fair
market value of Common Shares on the date of grant, subject to adjustment in accordance with the provisions of paragraph 14. 
 B. In
the case of an ISO to be granted to an employee owning stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation or any Subsidiary, the price per Common Share specified in the
agreement relating to each ISO shall not be less than one hundred and ten percent (110%) of the fair market value of Common Shares on the date of grant. For purposes of determining stock ownership under this paragraph, the rules of
Section 424(d) of the Code shall apply. 
 C. Each eligible employee may be granted Options treated as ISOs only to the extent
that, in the aggregate under this Plan and all incentive stock option plans of the Corporation and any Subsidiary, ISOs do not become exercisable for the first time by such employee during any calendar year with respect to stock having a fair market
value (determined at the time the ISOs were granted) in excess of US$100,000. The Corporation intends to designate any Options granted in excess of such limitation as NQOs. (To make this calculation the conversion rate used shall be the noon
purchase rate for U.S. dollars on the date of grant as published by the Bank of Canada). The foregoing shall be applied by taking Options into account in the order in which they were granted. If the Committee determines to issue an NQO, it shall
take whatever actions it deems necessary, under Section 422 of the Code and the regulations promulgated thereunder, to ensure that such Option is not treated as an ISO. 
 D. For the purposes of the Plan, “fair market value” on any particular day shall mean the closing price on that day of the Common Shares on the Toronto Stock Exchange, or if none
is available then on the NASDAQ Stock Market. If the Common Shares are not publicly traded at the time an Option is granted, “fair market value” shall be deemed to be the fair value of the Common Shares as determined by the Board after
taking into consideration all factors which it deems appropriate, including, without limitation, recent sale and offer prices of the Common Shares in private transactions negotiated at arm’s length. 
  

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 7. OPTION DURATION 
 Each Option shall expire on the date (“Expiry Date”) specified by the Committee and set out in, or determined in accordance with, the instrument granting the Option (“Option
Agreement”). The Expiry Date shall not be more than six (6) years from the date of Option grant unless the Expiry Date occurs during, or within ten (10) business days following, a period when the Participant is prohibited by the
Corporation from trading in Common Shares pursuant to its policies (a “Blackout Period”). In such circumstances, the Expiry Date of the Option shall be extended to the date which is ten (10) business days immediately following
the end of the Blackout Period (“Blackout Extension Period”). 
 8. WHEN OPTION BECOMES EXERCISABLE 
 Each Option shall be exercisable as follows: 
 A. The Option shall either be fully exercisable on the date of grant or shall become exercisable thereafter in such installments as the Committee may specify. Any reference to an Option in this Plan includes any installment of that
Option. 
 B. Once an installment becomes exercisable it shall remain exercisable until expiration or termination of the Option.

 C. Subject to such trading restrictions as may be imposed by the Corporation from time to time, each Option may be exercised at any
time or from time to time for up to the total number of Common Shares with respect to which it is then exercisable. 
 D. In addition
to specific instances provided in the Plan, the Committee shall have the right to accelerate the date of exercise of any Option or installment thereof. The date of exercise of any ISO (which has not previously been converted to an NQO pursuant to
paragraph 19) may be accelerated only if that acceleration does not violate the annual vesting limitation set out in paragraph 6(C). 
 9. TERMINATION OF
EMPLOYMENT 
 A. If a Participant ceases to be employed by the Corporation or any Subsidiary, other than by reason of
“retirement” as defined in paragraph 10, death or for “cause” as defined in this paragraph 9, then, effective on the date that termination becomes effective (“Without Cause Termination Date”), no further
installments of an Option will become exercisable, and the Participant may exercise the Option to the extent the Participant could have exercised, except to the extent the Committee accelerates the right of the Participant to exercise an Option (in
its sole and absolute discretion) on the Without Cause Termination Date, at any time on or before the earlier of: thirty (30) days from the Without Cause Termination Date or on the specified expiration date of the Option. 
 B. Employment shall be considered as continuing uninterrupted during (a) any bona fide leave of absence (such as governmental service)
or period of long term disability, on the condition that the period of such leave of absence does not exceed ninety (90) days, or (b) any period of long-term disability or, (c) any period during which a Participant’s right to
re-employment is guaranteed by statute or contract. A bona fide leave of absence in excess of ninety (90) days, taken with the written approval of the Committee shall not be considered an interruption of employment under the Plan,
provided that such written approval contractually obligates the Corporation or any Subsidiary to continue the employment of the Participant after the approved period of absence. 

  

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 C. Nothing in the Plan shall give any Participant the right to be retained in employment by the
Corporation for any period of time, nor shall it interfere with the right of the Corporation to terminate the employment of any Participant, with or without cause. Options granted under the Plan shall not be affected by any change of employment
within or among the Corporation, so long as the Participant continues to be an employee of the Corporation. 
 D. If the employment of
a Participant is terminated for Cause (defined below), any Option or installment thereof shall terminate the last day of employment with the Corporation and shall thereafter not be exercisable, except to the extent the Committee accelerates the
right of the Participant to exercise an Option (in its sole and absolute discretion). “Cause” means: (i) anything that would constitute or just cause under the laws applicable to the officer or employment relationship between the
Participant and the Corporation; (ii) the wilful and continued failure by the Participant to perform his or her duties as an employee or officer of the Corporation or any of its subsidiaries; or (iii) theft, fraud, dishonesty or wilful
misconduct by the Participant involving the property, business or affairs of the Corporation or any of its subsidiaries or the carrying out of the Participant’s duties. In granting any Option (including any NQO), the Committee may specify that
the Option shall be subject to the restrictions set forth herein, or to such other termination or cancellation provisions as it may determine. 
 10.
RETIREMENT 
 If a Participant whose age and aggregate number of years of service
with the Corporation totals 75 or greater, ceases to be employed by the Corporation without cause and with the intent of ceasing full-time employment with any party (the combination of the foregoing factors and such additional factors as the
Committee in its sole discretion may from time to time determine constituting “Retirement” for purposes of this Plan), except to the extent the Committee accelerates the right of the Participant to exercise an Option (in its sole and
absolute discretion), no further installments of an Option will become exercisable, and the Participant may exercise the Option to the extent the Participant could have exercised it on the date employment ceases, at any time on or before the earlier
of: (i) the second (2nd) anniversary of that date, and (ii) the date that the Option expires pursuant
to Paragraph 7. If the Participant dies or is incapacitated during that period, then the personal representatives of the Participant may exercise the foregoing rights. 
 11. DEATH 
 If a Participant ceases to be
employed by the Corporation or any Subsidiary by reason of death, (i) all Options granted to the Participant shall become exercisable immediately prior to the death of the Participant, and (ii) the estate, personal representative or
beneficiary of the Participant who has acquired the Options by will or by the laws of the descent and distribution, may exercise the Options to the extent the Participant could have exercised them, at any time on or before the earlier of:
(a) the first (1st) anniversary of the date of the Participant’s death if the Participant is an
executive officer, (b) the second (2nd) anniversary of the date of the Participant’s death for all
other Participants or (c) the specified expiration date of the Option. 
  

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 12. ASSIGNABILITY 
 No Option shall be assignable or transferable by the Participant except by will or by the laws of descent and distribution, and Options shall be exercisable during the lifetime of the Participant only by the
Participant. 
 13. TERMS AND CONDITIONS OF OPTIONS 
 A. Options shall be evidenced by instruments (which need not be identical) in such forms as the Committee may from time to time approve. Such instruments shall conform to the terms and conditions set forth in
paragraphs 6 through 12 and may contain such other provisions, as the Committee deems advisable, which are not inconsistent with the Plan, including restrictions applicable to Common Shares issuable upon exercise of Options. 
 B. The Committee may from time to time confer authority and responsibility on one or more of its members or one or more officers of the
Corporation to execute and deliver such instruments. The proper officers of the Corporation are authorized and directed to take any and all action necessary or advisable from time to time to carry out the terms of such instruments. 
 14. ADJUSTMENTS 
 Upon the happening of any of the
following described events, a Participant’s rights with respect to Options granted hereunder shall be adjusted as follows: 
 A.
If there is any subdivision or subdivisions of the Common Shares into a greater number of shares at any time, or in the case of the issue of shares of the Corporation to the holders of its outstanding Common Shares by way of stock dividend or
stock dividends (other than an issue of shares to shareholders pursuant to their exercise of a right to receive dividends in the form of shares of the Corporation in lieu of cash dividends declared payable in the ordinary course by the Corporation
on its Common Shares), the number of Common Shares deliverable upon the exercise of Options shall be increased proportionately, and appropriate adjustments shall be made in the purchase price per share to reflect such subdivision or stock dividend.

 B. If there is any consolidation or consolidations of the Common Shares into a lesser number of shares at any time, the number of
Common Shares deliverable upon the exercise of Options shall be decreased proportionately, and appropriate adjustments shall be made in the purchase price per share to reflect such consolidation. 
 C. If there is any reclassification of the Common Shares, at any time a Participant shall accept, at the time of purchase of shares pursuant to
the exercise of an Option, in lieu of the number of Common Shares in respect of which the Option to purchase is being exercised, the number of shares of the Corporation of the appropriate class or classes as the Participant would have been entitled
as a result of such reclassification or reclassifications had the Option been exercised before such reclassification or reclassifications. 
 D. If the Corporation is to be amalgamated or consolidated with or acquired by another entity in a merger, sale of all or substantially all of the Corporation’s assets or otherwise, in a single transaction or a series of
transactions, in each case as determined by the Board (an “Acquisition”), the Committee or the board of directors of any entity assuming the obligations of the Corporation under the Plan (the “Successor Board”),
shall, as to outstanding Options: 
  

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 (i) make appropriate provision for the assumption of all or part of such Options, or the grant of options
in substitution for all or part of such Options, by the Corporation or any acquiring or successor corporation (or parent corporation of either); or 
 (ii) immediately prior and subject to consummation of the Acquisition, accelerate in full Participants’ rights to exercise all outstanding Options and provide for the termination, effective upon the closing of the Acquisition, of all
outstanding Options; or 
 (iii) terminate all such Options in exchange for a cash payment equal to the excess, if any, of the fair market
value of the shares subject to such Options (whether then exercisable or not) over the exercise price thereof; 
 provided, however, that in
the event option (i) is chosen, Options shall become immediately exercisable for any Participant whose employment is terminated without Cause (as defined in this paragraph 9D), or who terminates his employment for Good Reason (as such term is
defined below), within 3 months prior to the Acquisition for reasons relating primarily to the Acquisition, or within 12 months following the Acquisition. 
 “Good Reason” means: (a) without the Participant’s express written consent, the assignment to the Participant of any duties materially inconsistent with the Participant’s position, duties and
responsibilities with the Corporation, except in connection with the termination of the Participant’s employment for Cause or as a result of the Participant’s death, disability or retirement; (b) any material reduction in the
Participant’s annual base salary, benefits or perquisites, not similarly applied to all similarly situated employees of the Corporation; (c) any material reduction in the Participant’s right to earn incentive compensation, not
similarly applied to all similarly situated employees of the Corporation, excluding a reduction caused by the failure of the Participant or the Corporation to meet incentive compensation targets or goals; (d) the failure to continue the
Participant’s participation in any share option, share purchase, profit-sharing, bonus or other incentive compensation plan not similarly applied to all similarly situated employees of the Corporation, unless a plan providing a substantially
similar opportunity is substituted; (e) the location of the facilities where the Participant is based being relocated (X) more than 31 miles from its location and (Y) more than 31 miles further from the Participant’s principal
residence; (f) a significant diminution in the nature and scope of the Participant’s authority, duties or responsibilities not consented to by the Participant in writing; or (g) any other act or omission which would constitute
constructive dismissal or constructive termination of the Participant’s employment pursuant to the laws of the jurisdiction applicable to the Participant’s employment. 
 E. Despite the foregoing, any adjustments made pursuant to subparagraphs A, B, C or D with respect to ISOs shall be made only after the Committee, after consulting with counsel for the
Corporation, determines whether such adjustments would constitute a “modification” of those ISOs (as that term is defined in Section 424 of the Code) or would cause any adverse tax consequences for their holders. If the Committee
determines that those adjustments would constitute a “modification” of those ISOs, it may, subject to prior applicable regulatory approval, refrain from making such adjustments. 
 F. If there is any proposed winding up, dissolution or liquidation of the Corporation, each Option will terminate immediately prior to the consummation of such proposed action or at such
other time and subject to such other conditions as shall be determined by the Committee. 
 G. Except as expressly provided herein, no
issuance by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to
Options. No adjustments shall be made for dividends paid in cash or in property other than securities of the Corporation. 
 H. No
fractional shares shall be issued under the Plan. A Participant will receive cash in lieu of fractional shares. 
  

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 I. Upon the happening of any of the foregoing events described in subparagraphs A, B, C or D
above, the class and aggregate number of shares set forth in paragraph 4 hereof that are subject to Options which previously have been or subsequently may be granted under the Plan shall also be appropriately adjusted to reflect the events described
in such subparagraphs. The Committee or the Successor Board shall determine the specific adjustments to be made under this paragraph 14 and, subject to paragraph 2, its determination shall be conclusive. 
 15. EXERCISE OF OPTIONS 
 A. An Option (or any
part or installment thereof) shall be exercised by giving written notice to the Company at its principal office address, or to such transfer agent as the Company shall designate. The notice shall identify the Option being exercised, specify the
number of shares as to which such Option is being exercised, and be accompanied by full payment of the purchase price therefor either (a) in Canadian dollars in cash or by certified cheque, (b) at the discretion of the Committee and
consistent with applicable law, through the delivery of an assignment to the Company of a sufficient amount of the proceeds from the sale of the Common Shares acquired upon exercise of the Option and an authorization to the broker or selling agent
to pay that amount to the Company, which sale shall be at the Participant’s direction at the time of exercise, or (c) at the discretion of the Committee, by such other method as it deems appropriate, subject to such regulatory approval as
may be required. If the Committee exercises its discretion to permit payment of the exercise price of an Option by means of the methods set forth in clauses (b) or (c) above, that discretion shall be exercised in writing at the time of the
grant of the Option in question. 
 B. The holder of an Option shall not have the rights of a shareholder with respect to the Common
Shares subject to Option until the date of issuance of a stock certificate to the Participant for such Common Shares. Except as expressly provided above in paragraph 14 with respect to changes in capitalization and stock dividends, no
adjustment shall be made for dividends or similar rights for which the record date is before the date such stock certificate is issued. 
 16. CONDITIONS
OF EXERCISE 
 Each Option shall be subject to the requirement that, if at any time the Committee or counsel for the Corporation shall
determine, in its reasonable discretion, that the listing, registration or qualification of the Common Shares subject to such Option upon any stock exchange or under any applicable law, or the consent or approval of any governmental body, 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 exercised in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee and counsel for the Corporation. 
  

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 17. TERM & AMENDMENT OF THE PLAN 
 The Board may amend, suspend or terminate this Plan, or any portion thereof, at any time, subject to those provisions of applicable law (including, without limitation, the rules, regulations and
policies of the Toronto Stock Exchange and the NASDAQ Stock Market), if any, that require the approval of shareholders or any governmental or regulative body. However, except as expressly set forth herein, no action of the Committee, Board or
shareholders shall alter or impair the rights of a Participant without the consent of the affected Participant, under any Option previously granted to the Participant. Without limiting the generality of the foregoing, the Board may make the
following types of amendments to the Plan without seeking shareholder approval: 
  

	(a)	 amendments of a “housekeeping” or ministerial nature including, without limiting the generality of the foregoing, any amendment for the purpose of
curing any ambiguity, error or omission in the Plan or to correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan; 


  

	(b)	 amendments necessary to comply with the provisions of applicable law (including, without limitation, the rules, regulations and policies of the Toronto Stock
Exchange and the NASDAQ Stock Market); 


  

	(c)	 amendments necessary in order for awards to qualify for favorable treatment under Sections 162(m), 409A or 422 of the Code, or any successor provisions;



  

	(d)	 amendments respecting administration of the Plan; 


  

	(e)	 any amendment to the vesting provisions of the Plan or any Option; 


  

	(f)	 any amendment to the early termination provisions of the Plan or any Option, whether or not such Option is held by an Insider, provided such amendment does not
entail an extension beyond the original expiry date; 


  

	(g)	 any amendment to the termination provisions of the Plan or any Option, other than an Option held by an Insider in the case of an amendment extending the term of
an Option, provided any such amendment does not entail an extension of the expiry date of such Option beyond its original expiry date; 


  

	(h)	 the addition or modification of a cashless exercise feature, payable in cash or Common Shares, which provides for a full deduction of the number of underlying
Common Shares from the Plan reserve; 


  

	(i)	 amendments necessary to suspend or terminate the Plan; and 


  

	(j)	 any other amendment, whether fundamental or otherwise, not requiring shareholder approval under applicable law (including, without limitation, the rules,
regulations and policies of the Toronto Stock Exchange and the NASDAQ Stock Market). 


  

	Shareholder	 approval will be required for the following types of amendments: 


  

	(i)	 any amendment to permit non-employee directors of the Corporation to be eligible to receive Options pursuant to the Plan; 


  

	(ii)	 any amendment to permit the assignment or transfer of Options other than as permitted in Section 12 of the Plan; 


  

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 (iii) the addition or modification of a cashless exercise feature, payable in cash or Common Shares,
which does not provide for a full deduction of the number of underlying Common Shares from the Plan reserve; 
 (iv) amendments to the number
of Common Shares issuable under the Plan, including an increase to a fixed maximum number of Common Shares or a change from a fixed maximum number of Common Shares to a fixed maximum percentage; 
 (v) any amendment to Section 7 of the Plan that increases the length of the Blackout Extension Period; 
 (vi) any amendment which would result in the exercise price for any Option granted under the Plan being lower than the fair market value of the Common
Shares at the time the Option is granted; 
 (vii) any amendment which reduces the exercise price or purchase price of an Option, including
through the cancellation and reissue of Options; 
 (viii) any amendment extending the term of an Option beyond its original Expiry Date
except as otherwise permitted pursuant to Section 7 of the Plan; 
 (ix) the adoption of any option exchange scheme involving Options;
and 
 (x) amendments required to be approved by shareholders under applicable law (including, without limitation, the rules, regulations and
policies of the Toronto Stock Exchange and the NASDAQ Stock Market). 
 In the event of any conflict between subsections (a) to
(j) and subsections (i) to (x), above, the latter shall prevail to the extent of any conflict. 
 18. CONVERSION OF ISOs INTO NQOs

 The Committee, at the written request of any Participant, may, in its discretion and subject to such regulatory approval as may be
required, take such actions as may be necessary to convert that Participant’s ISOs that have not been exercised on the date of conversion into NQOs at any time prior to the expiration of such ISOs, regardless of whether the Participant is an
employee of the Corporation or a Subsidiary at the time of such conversion. Such actions may include, but are not limited to, extending the exercise period or reducing the exercise price of the appropriate installments of such ISO. At the time of
conversion, the Committee (with the consent of the Participant) may impose such conditions on the exercise of the resulting NQOs as the Committee in its discretion may determine, on the condition that those conditions shall not be inconsistent with
this Plan. Nothing in the Plan shall be deemed to give any Participant the right to have ISOs converted into NQOs, and no conversion shall occur until and unless the Committee takes appropriate action. 
 19. APPLICATION OF FUNDS 
 The proceeds received by
the Corporation from the sale of Common Shares pursuant to Options granted under the Plan shall be used for general corporate purposes. 
  

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 20. GOVERNMENTAL REGULATION 
 A. The Corporation’s obligations to sell and deliver Common Shares under this Plan are subject to the approval of any governmental or regulatory authority required in connection with the authorization,
issuance or sale of such shares. 
 B. Government regulations may impose reporting or other obligations on the Corporation with
respect to the Plan. For example, the Corporation may be required to send tax information statements to employees and former employees that exercise Options, and the Corporation may be required to file tax information returns reporting the income
received by participants in connection with the Plan. 
 21. WITHHOLDING OF ADDITIONAL INCOME TAXES 
 Upon the exercise of an Option, the making of a Disqualifying Disposition (as defined in paragraph 22) or the vesting or transfer of restricted Common
Shares acquired on the exercise of an Option, or the making of a distribution or other payment with respect to such Common Shares, the Corporation may withhold taxes in respect of amounts that constitute compensation included in gross income. The
Committee in its discretion may condition (a) the exercise of an Option or (b) the vesting of restricted Common Shares acquired by exercising an Option, on the Participant’s making satisfactory arrangement for withholding. Such
arrangement may include payment by the Participant in cash or by cheque (certified in its discretion) of the amount of the withholding taxes or, at the discretion of the Committee, by the Participant’s delivery of previously held Common Shares
or the withholding of Common Shares otherwise deliverable upon exercise of an Option having an aggregate fair market value equal to the amount of such withholding taxes. 
 22. DISQUALIFYING DISPOSITION BY PARTICIPANT 
 By accepting an ISO granted under the Plan, each
Participant agrees to notify the Corporation in writing immediately after the Participant makes a disqualifying disposition of any Common Shares received pursuant to the exercise of an ISO (a “Disqualifying Disposition”).
Disqualifying Disposition means any disposition (including any sale) of such stock on or before the later of (a) two years from the date the employee was granted the ISO under which he acquired such stock, or (b) one year after the
employee acquired such stock by exercising such ISO. If the employee has died before such stock is sold, these holding period requirements do not apply and no Disqualifying Disposition will thereafter occur. 
 23. GOVERNING LAW 
 The validity and construction of
the Plan and the instruments evidencing Options shall be governed by the laws of the Province of Ontario, Canada. 
  

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