Exhibit 10.2


 


INTRINSYC TECHNOLOGIES
CORPORATION


RESTRICTED SHARE
UNIT PLAN


 


ARTICLE 1


PURPOSE


 


1.1       Purpose


 


The purpose of this Restricted
Share Unit Plan is to provide directors, officers, employees and consultants of the Company and its Subsidiaries with Restricted
Share Units as incentive compensation in order to allow them to participate in the long-term success of the Company and to promote
a greater alignment of their interests with the interests of the Company’s shareholders.


 


ARTICLE 2


INTERPRETATION


 


2.1       Definitions


 


As used in the Plan, the following terms have the
respective meanings:


 


		(a)	“Account” means a bookkeeping account maintained for each Participant
on the books of the Company which will be credited with Restricted Share Units in accordance with the terms of the Plan;



 


		(b)	“Applicable Withholding Taxes” is defined in Section 3.11;



 


		(c)	“Associate” has the meaning ascribed to that term in the Securities Act (Ontario);



 


		(d)	“Award” means an award of RSUs granted in accordance with Section 3.2;



 


		(e)	“Award Agreement” means a written agreement between the Company
and a Participant in a form approved by the Plan Administrator, evidencing the terms and conditions on which an Award has been
granted under this Plan;



 


		(f)	“Blackout Period” is defined in Section 3.9(d);



 


		(g)	“Board” means the board of directors of the Company;



 


		(h)	“Cause” means “cause” as defined in the Participant’s employment
agreement with the Company or a Subsidiary, and if there is no such meaning given or agreement, has the meaning as defined by applicable law or,
if not so defined, such term shall refer to circumstances where an employer can terminate an individual’s employment without
notice; provided, however, that for U.S. Taxpayers, such circumstances shall be limited to those following the Participant’s
engagement in any misconduct, dishonesty, insubordination or other act adversely affecting the goodwill of the Company or a Subsidiary,
or adversely affecting the Company’s or a Subsidiary’s relationships with their customers or employees, including without
limitation, the Participant’s conviction of a felony or crime of moral turpitude;



 


 


 


 






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	 	(i)	“Change
of Control” means:



 


		(i)	the completion of a transaction the result of which is that a Person, or
any group of two or more Persons acting jointly or in concert, acquires or becomes the holder of securities of the Company representing
50% or more of the aggregate voting power of all of the Company’s then issued and outstanding securities; or



 


		(ii)	the consummation of an amalgamation, arrangement, merger or other

transaction or series of related transactions resulting in the combination of the Company with or into another entity, where the
shareholders of the Company immediately prior to such transaction or series of related transactions, directly or indirectly do
not continue to hold securities representing 50% or more of the aggregate voting power of the securities of the continuing or surviving
entity immediately following such transaction or series of related transactions;



 


		(iii)	a sale, transfer or other disposition or series of related sales, transfers
or

other dispositions, of all or substantially all of the Company’s assets (other than a sale, transfer or other disposition
to a wholly-owned Subsidiary), including an exclusive irrevocable licensing of all or substantially all of the Company’s
intellectual property to a third party that would otherwise qualify as a sale of all or substantially all of the assets of the
Company under applicable law (other than licensing to a wholly-owned subsidiary of the Company);



 


		(iv)	any declaration or payment of any dividend or any other distribution (including
return of capital) on any of the Company’s capital stock or other equity securities or series of such declarations or payments
involving all or substantially all of the assets the Company held prior to the declaration or payment or series of declarations
or payments;



 


provided that, unless otherwise
determined by the Board, a “Change of Control” shall not include (i) an amalgamation, merger or consolidation of the
Company with or into a Subsidiary; (ii) a transaction undertaken solely for the purpose of changing the Company’s place of
domicile or jurisdiction of incorporation; or (iii) a bona fide equity financing of the Company;


 


	 	(j)	“Code”
means the United States Internal Revenue Code of 1986, as amended;



 


		(k)	“Committee” means the Compensation and Corporate Governance
Committee of the Board or such other committee or persons as may be designated by the Board;



 


		(l)	“Company” means Intrinsyc Technologies Corporation, a corporation
governed by the federal laws of Canada, and any successor;



 


 


 


 






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		(m)	“Controlled” means, in relation to an entity that is controlled
by a Person, if:



 


		(i)	in the case of an entity which is a corporation, the Person holds
                                                                voting securities of the entity carrying more than 50% of the votes for the election of directors are held, directly or
                                                                indirectly, otherwise than by way of security only, by or for the benefit of the Person and the votes carried by the
                                                                securities are entitled, if exercised, to elect a majority of the directors of the entity;



 


		(ii)	in the case of an entity which is a partnership, other than a limited partnership, the Person holds more than 50% of the interests in the partnership; or



 


		(iii)	in the case of an entity which is a limited partnership, the Person is a
general partner of the entity;



 


		(n)	“Disability” or “Disabled” means a physical or mental
impairment sufficient to make the individual unable to perform his or her duties with the Company or a Subsidiary as adjudicated
by a third party such as, but not limited to, the Company’s insurance carrier(s) or WorkSafe BC or equivalent entity in other
jurisdictions;



 


		(o)	“Distribution Date” is defined in Section 3.9(a);



 


		(p)	“Final Date” is defined in Section 3.6;



 


		(q)	“Incentive Plan” means share option, share option plan, employee
stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares to
directors, officers, employees or consultants of the Company;



 


		(r)	“Insider” has the meaning ascribed thereto in the TSX Company
Manual;



 


		(s)	“Multiplier” means a percentage rate (rounded to two decimal
points) calculated in the manner set out in the Award Agreement, to be applied upon the achievement of Performance Criteria set
out in the Award Agreement;



 


		(t)	“Participant” means any Person who (i) is eligible to participate
in the Plan in accordance with Section 3.1, and (ii) has an RSU which has not yet been paid;



 


		(u)	“Payment Shares” is defined in Section 3.9(a);



 


		(v)	“Performance Criteria” means such financial and/or personal
performance criteria as may be set out in the Award Notice, which may be applied to the Company as a whole, any Subsidiary or any business unit of the
Company or a Subsidiary, either individually, alternatively or in any combination, and measured either in total, incrementally
or cumulatively over a specified performance period on an absolute basis or relative to a pre-established target, to previous years’
results or to a designated comparison group;



 


		(w)	“Person” includes an individual, sole proprietorship, partnership,
unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity
as trustee, executor, administrator or other legal representative;



 


 


 


 






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		(x)	“Plan” means this Restricted Share Unit Plan, as amended from time to time;



 


		(y)	“Plan Administrator” means the Board, the Committee or any Person
to whom the Board or Committee has delegated authority for plan administration pursuant to Section 6.2;



 


		(z)	“Restricted Share Unit” or “RSU” means a bookkeeping
entry equivalent in value to a Share, credited to a Participant’s Account in accordance with Section 3.2;



 


	 	(aa)	
“Retirement” means termination of employment of a Participant from active employment with the Company and its Subsidiaries
(other than for Cause) where the Participant:



 


		(i)	in the case of the Chief Executive Officer (“CEO”) and the CEO’s
direct reports, the retirement has been approved by the Board and the Participant complies with such conditions as the Board may require
in connection with its approval; or in the case of all other Participants, the Participant has attained (i) age sixty-five (65)
or reaches age fifty-five (55) with at least (ten) 10 years of service, or (ii) at or after such lesser age and/or service thresholds
as the Plan Administrator may determine;



 


		(ii)	has given the Company or its Subsidiary employing the Participant
                                                                 formal notice of their intention to retire at least six months in advance, or such lesser advance notice as the Plan
                                                                 Administrator may approve in its discretion;



 


		(iii)	is paid no cash severance payment or retiring allowance or equivalent; and



 


		(iv)	has complied with such transitional activities as may be reasonably
                                                                 required by the Company or its Subsidiary employing the Participant during the period from the date notice of the
                                                                 Participant’s intention to retire has been given until the date the Participant ceases active employment with the
                                                                 Company and its Subsidiaries.



 





	 	(bb) 	“Section 409A” means section 409A of the Code, including any authority and guidance issued thereunder;



 





	 	(cc)	
“Share” means a common share of the Company or, in the event of an adjustment contemplated by Section 5.2, such other
number or type of securities as the Board or the Committee may determine;



 





	 	(dd) 	“Subsidiary” means any entity
directly or indirectly Controlled by the Company;



 





	 	(ee)	“Termination Date” means the date designated by the Participant and the Company or a Subsidiary in a written employment
agreement, or other written agreement between the Participant and Company or a Subsidiary, or if no written employment agreement
exists, the date designated by the Company or a Subsidiary, as the case may be, on which a Participant ceases to be a Participant
of the Company or the Subsidiary, as the case may be, provided that, in the case of termination of employment by voluntary resignation
by the Participant, such date shall not be earlier than the date notice of resignation was given, and “Termination Date”
specifically does not mean the date of termination of any period of reasonable notice that the Company or the Subsidiary (as the
case may be) may be required by law to provide to the Participant;



 


 


 


 






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	 	(ff)	“U.S. Taxpayer” means a
Participant who is a U.S. citizen, U.S. permanent resident or U.S. tax resident for the purposes of the Code or a Participant
for whom the Award of Restricted Share Units under this Plan would otherwise be subject to U.S. taxation under the Code; and



 


	 	(gg) 	“Vesting Date” means the date on which an RSU awarded to a Participant vests, as specified in the applicable Award
Agreement; provided that, for greater certainty, in no case shall the Vesting Date for any RSU occur after the Final Date applicable
to the RSU.



 


2.2       Certain
Rules of Interpretation


 


		(a)	Whenever the Plan Administrator exercises discretion in the administration
of this Plan, the term “discretion” means the sole and absolute discretion of the Board, Committee or Plan Administrator, as
the case may be.



 


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



 


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



 


		(d)	Unless otherwise specified, time periods within or following which any payment
is to be made or act is to be done shall be calculated by excluding the day on which the period begins, including the day on which
the period ends, and abridging the period to the immediately preceding business day in the event that the last day of the period
is not a business day. In the event an action is required to be taken or a payment is required to be made on a day which is not
a business day such action shall be taken or such payment shall be made by the immediately preceding business day.



 


		(e)	Unless otherwise specified, all references to money amounts are to Canadian

currency.



 


		(f)	The headings used herein are for convenience only and are not to affect
the interpretation of this Plan.



 


 


 


 






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ARTICLE 3


AWARDS


 


3.1       Eligibility


 


All employees, directors,
officers or consultants of the Company or a Subsidiary are eligible to receive RSUs under the Plan. The Board or the Committee
reserves the right to restrict eligibility or otherwise limit the number or categories of Persons eligible for participation in
the Plan at any time.


 


3.2       Awarding of Restricted Share Units


 


The Plan Administrator
shall specify the number or the manner of determining the number of Restricted Share Units awarded to each Participant and any
other conditions relating to the Restricted Share Units that the Plan Administrator deems appropriate. Restricted Share Units may
be granted to any eligible individuals at any time, and need not be made to eligible individuals, at the same time. RSUs allocated
to Participants are awarded in respect of services rendered by the Participant following the date of the Award. In no event may
RSUs be allocated to Participants for, or in respect of, services rendered in any period prior to the commencement of the calendar
year in which the RSUs are allocated.


 


3.3       Compliance with Securities Laws


 


Any Restricted Share Units
granted under this Plan shall be subject to the requirement that, if at any time the Company shall determine that the listing,
registration or qualification of the Shares issuable pursuant to settlement of such RSUs upon any securities exchange or under
any securities laws of any jurisdiction, or the consent or approval of a stock exchange, including the Toronto Stock Exchange,
and any securities commissions or similar securities regulatory bodies having jurisdiction over the Company is necessary as a condition
of, or in connection with, the grant or exercise of such RSUs or the issuance of Shares thereunder, such Shares may not be issued
pursuant to such Restricted Share Units unless such listing, registration, qualification, consent or approval shall have been effected
or obtained on conditions acceptable to the Plan Administrator. Nothing herein shall be deemed to require the Company to apply
for or to obtain such listing, registration, qualification, consent or approval. Participants shall, to the extent applicable,
cooperate with the Company in complying with such legislation, rules, regulations and policies.


 


3.4       Total Shares Subject to Restricted Share
Units


 


		(a)	Subject to adjustment as provided for in Section 5.2 and any subsequent
amendment to the Plan, the aggregate number of Shares reserved for issuance pursuant to Restricted Share Units granted under the Plan shall
not exceed 500,000 Shares.



 


		(b)	To the extent any Restricted Share Units (or portion(s) thereof) under the
Plan terminate or are cancelled for any reason prior to settlement in full, or are surrendered to the Company by the Participant, except
surrenders relating to the tax withholding obligations related to any such Award, the Shares subject to such Awards (or portion(s)
thereof) will again become available for issuance pursuant to Restricted Share Units granted under this Plan.



 


 


 


 






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	 	(c)	Notwithstanding
anything in this Plan, but subject to Section 3.4(a), the following limitations apply:



 


		(i)	the number of Shares issuable to any one Participant under the
                                                                Incentive Plans shall not exceed 5% of the total number of issued and outstanding Shares on a non-diluted basis;



 


		(ii)	the number of Shares which may be issuable under the Incentive Plans within a one year period to any one Participant who is an Insider and any Associate of such Insider, shall not exceed 5% of
                                                                 the total number of issued and outstanding Shares on a non-diluted basis;



 


		(iii)	the number of Shares issuable to Insiders at any time, and the number of
Shares issued to all Insiders within any one year period under the Incentive Plans, shall not exceed 10% less one Share of the
total number of issued and outstanding Shares on a non-diluted basis; and



 


		(iv)	the number of Shares reserved for issuance to non-employee directors under
the Plan at any time shall not exceed 1% of the total number of issued and outstanding Shares on a non-diluted basis, and the aggregate
value of any grant under this Plan to any one non-employee director in any calendar year shall not exceed $100,000 (based on the
grant date fair value of the Shares underlying the Restricted Share Units).



 


3.5       Award Agreements


 


Each grant of Restricted
Share Units granted under this Plan will be evidenced by an Award Agreement substantially in the form of the agreement set out
in Schedule “A”. Each Award Agreement will contain such provisions as are required by this Plan and any other provisions
that the Committee may direct. Each Award Agreement will be subject to the applicable provisions of this Plan except to the extent
that the Committee, in its discretion, determines to vary the terms of this Plan in the Award Agreement and the Award Agreement
identifies which terms of the Plan are being varied. Any one officer of the Company is authorized and empowered to execute and
deliver, for and on behalf of the Company, an Award Agreement to each Participant granted an Award pursuant to this Plan (other
than to himself or herself), except that an Award Agreement for the Chief Executive Officer shall be signed by the Chair of the
Board or the Chair of the Committee. Award Agreements need not be identical between different Participants or with respect to different
Restricted Share Unit grants to the same Participant.


 


3.6       Vesting


 


A grant of Restricted Share
Units may provide that the Restricted Share Units to be credited to a Participant’s Account shall be subject to vesting over
a period of time and/or meeting certain Performance Criteria. Any vesting requirements applicable to all or any portion of an Award
shall be set forth in the Award Agreement; provided that any Restricted Share Units that remain unvested on December 31st of the
third calendar year following the year in which the Award occurred (the “Final Date”) shall expire and be cancelled.
Except as otherwise provided in the Plan, each vested RSU will be payable in accordance with Sections 3.9 and 3.10.


 


 


 


 






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3.7       Performance Restricted Share Units


 


An Award Agreement may
provide that the number of Restricted Share Units credited to a Participant’s Account or the cash payment to be made in respect
of such Restricted Share Units shall be subject to adjustment pursuant to a Multiplier based on the achievement of Performance
Criteria as specified in the Award Agreement.


 


3.8       Adjustments to Performance Criteria
and Multiplier


 


The Committee may in its
discretion at any time after Restricted Share Units have been granted and prior to the issue of Shares pursuant to such Restricted
Share Units, make such adjustments as it deems appropriate to any of the Performance Criteria and/or the methodology for calculating
the Multiplier where:


 


		(a)	a relevant measure included in the Performance Criteria no longer exists,
has materially changed or is no longer relevant to the Company’s business;



 


		(b)	a company included in any peer group for purposes of assessing relative
performance has ceased to be publicly traded; or



 


		(c)	the Committee determines an adjustment should be made to reflect extraordinary
circumstances that were not anticipated at the time the RSUs were granted.



 


3.9       Form of Payment


 


		(a)	As soon as practicable after the Vested Date, and subject to Section 3.9(c),
the Company shall, at its sole election and option, either (i) issue to the Participant or to the Participant’s estate a
number of fully paid and non-assessable Shares equal to the number of Restricted Share Units in the Participant’s Account
that became payable on the Vesting Date (the “Payment Shares”); or (ii) pay to the Participant or the Participant’s
estate a lump sum payment in cash equal to the number of Restricted Share Units in the Participant’s Account that became
payable on the Vesting Date multiplied by the price as of the close of trading for the Shares on such Vesting Date, in each case
less Applicable Withholding Taxes. As of the date of such distribution or payment (the “Distribution Date”), the Restricted
Share Units in respect of which such Shares are distributed or cash payment in lieu of Shares is made shall be cancelled and no
further payments shall be made to the Participant under the Plan in relation to such Restricted Share Units.



 


		(b)	Notwithstanding Section 3.9(a):



 


		(i)	as a condition to the distribution of cash in payment of any Restricted
Share Units, the Company may, at its sole discretion, (A) require the Participant to first pay to the Company or (B) require the Company
to deduct from such cash amount, Applicable Withholding Taxes; and



 


		(ii)	as a condition to the issuance of Shares in payment of any Restricted
                                                                 Share Units, the Company may, at its sole discretion, (A) require the Participant to first pay to the Company in cash,
                                                                 or (B) require the Company to reduce the number of Shares to be distributed to such Participant by, an amount equal in value
                                                                 (based on the price as of the close of trading for the Shares as of the Distribution Date) to the Applicable Withholding
                                                                 Taxes; and



 


 


 


 






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	 	(iii) 	the Company shall advise the Participant in writing of any Applicable Withholding Taxes required in connection with the settlement
of the RSUs.



 


		(c)	Notwithstanding anything to the contrary in this Section 3.9, the Distribution
Date shall not be later than the Final Date applicable to the particular RSU.



 


		(d)	If the Distribution Date falls within a trading blackout period imposed
by or on the Company for securities law purposes (the “Blackout Period”), the Company shall, subject to Section 3.9(c), automatically
extend such Distribution Date to the second business day after the end of the Blackout Period.



 


3.10       Change of Control


 


Subject to Sections 3.6 and 3.9, in the event
of a Change of Control transaction:


 


		(a)	all outstanding unvested RSUs may, at the discretion of the Plan Administrator,
be accelerated and be fully vested;



 


		(b)	immediately prior to a Change of Control and subject to section to Section
3.10(a), the Company may, at its sole election and option, settle any vested RSUs by issuance of Payment Shares or payment of cash in lieu
of Payment Shares;



 


		(c)	each Participant shall consent to, vote for and raise no objections against,
and waive all dissent and appraisal rights (if any) with respect to, the Change of Control transaction; and



 


		(d)	if the Change of Control transaction is structured as a sale of Shares,
and the Participants are issued Payment Shares pursuant to Section 3.10(b), each Participant shall agree to sell and shall be permitted
to sell all of the Shares held by such Participant, including Shares issued pursuant to RSUs, on the terms and conditions approved
by the Board and subject to the provision of customary representations, warranties and indemnities.



 


3.11       Taxes and Other Withholdings


 


It is a condition of each
grant of Restricted Share Units that the Participant pays, or makes adequate arrangements satisfactory to the Company or a Subsidiary
to satisfy, when due, any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding
and any and all other amounts as it may be required by law to withhold (the “Applicable Withholding Taxes”) related
to the Restricted Share Units. The Company and its Subsidiary, as applicable, are authorized to deduct from wages or other cash
compensation payable to the Participant and from amounts payable to the Participant in connection with the Restricted Share Units
in such manner as the Company or the Subsidiary may determine in its discretion to satisfy any or all such Applicable Withholding
Taxes. Regardless of any action that the Company or a Subsidiary takes with respect to Applicable Withholding Taxes, the Participant
remains responsible for satisfying the Participant’s tax obligations with respect to the granting, vesting and payment of
Restricted Share Units. The Participant further acknowledges that the Company (a) makes no representations or undertakings regarding
the income tax, social insurance, payroll tax, or other tax treatment of any aspect of the Restricted Share Units, including the
grant, vesting or payment of the Restricted Share Units; and (b) does not commit to structure the terms of the Restricted Share
Units or any aspect of the Restricted Share Units to reduce or eliminate Participant’s liability for income tax, social insurance,
payroll tax, or other taxes or to achieve any particular tax result.


 


 


 


 






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3.12       Dividend Equivalent


 


In the event a cash dividend
is paid to shareholders of the Company on the Shares while a Restricted Share Unit is outstanding, the Plan Administrator may,
in its sole discretion, elect to credit each Participant with additional Restricted Share Units. In such case, the number of additional
Restricted Share Units will be equal to the aggregate amount of dividends that would have been paid to the Participant if the Restricted
Share Units in the Participant’s Account on the record date had been Shares divided by the closing price of a Share on the
date on which dividends were paid by the Company. If the foregoing shall result in a fractional Restricted Share Unit, the fraction
shall be disregarded.


 


ARTICLE 4


TERMINATION OF EMPLOYMENT; FORFEITURE


 


4.1       Death
or Disability


 


Unless otherwise determined
by the Plan Administrator and set forth in an Award Agreement, if a Participant dies or becomes Disabled while employed by the
Company or a Subsidiary:


 


		(a)	a portion of the next instalment of any Restricted Share Units due to vest
shall immediately vest such portion to equal to the number of Restricted Share Units next due to vest multiplied by a fraction, the numerator
of which is the number of days elapsed since the date of vesting of the last instalment of the Restricted Share Units (or if none
have vested, the date of grant of the RSUs) to the date of Disability or death and the denominator of which is the number of days
between the date of vesting of the last instalment of the Restricted Share Units (or if none have vested, the date of grant of
the RSUs) and the date of vesting of the next instalment of the Restricted Share Units;



 


		(b)	any Performance Criteria assigned to any Restricted Share Units shall be
deemed to have been met at 100% of the specified target level of performance for such Performance Criteria;



 


		(c)	subject to Subsections 4.1(a) and 4.1(b), the date of Disability of a Participant
shall be deemed to be the Vested Date of such Participant’s Restricted Share Units, and any Restricted Share Units held by the
Participant that are not yet vested at the date of Disability or death shall be forfeited to the Company 30 days after the date
of Disability or death;



 


		(d)	such Participant’s eligibility to receive further grants of Restricted
Share Units under the Plan ceases as of the date of Disability or death; and



 


 


 


 


 






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	 	(e)	Notwithstanding
Subsections 4.1(a), 4.1(b) and 4.1(c), the Plan Administrator may accelerate the vesting of all Restricted Share Units in the
event of death.



 


4.2       Termination of Employment


 


Subject to Section 4.3, unless otherwise specified
by the Plan Administrator in the Award Agreement:


 


		(a)	where a Participant’s employment is terminated by the Company or a
Subsidiary without Cause (whether such termination occurs with or without any or adequate reasonable notice, or with or without any or adequate
compensation in lieu of such reasonable notice), then any RSU held by the Participant that has not vested as of the Termination
Date is immediately forfeited and cancelled as of the Termination Date;



 


		(b)	where a Participant’s employment terminates by reason of voluntary
resignation by the Participant other than pursuant to Retirement, then any RSU held by the Participant that has not vested as of the Termination
Date is immediately forfeited and cancelled as of the Termination Date;



 


		(c)	where a Participant’s employment terminates by reason of Retirement, then any RSU held
                                                                by the Participant that has not vested as of the Termination Date is immediately forfeited and cancelled as of the date of
                                                                Retirement;



 


		(d)	where a Participant’s employment terminates by reason of termination
by the Company or a Subsidiary for Cause, then any RSUs held by the Participant, whether or not they have vested as of the Termination
Date, are immediately forfeited and cancelled as of the Termination Date;



 


		(e)	a Participant’s eligibility to receive further grants of Restricted
Share Units under this Plan ceases as of the date that the Company or a Subsidiary, as the case may be, provides the Participant with written notification
that the Participant’s employment is terminated in the circumstances contemplated by this Section 4.2, notwithstanding that
such date may be prior to the Termination Date; and



 


		(f)	notwithstanding Subsections 4.2(a) and 4.2(b), unless the Plan Administrator,
in its discretion, otherwise determines, at any time and from time to time, Restricted Share Units are not affected by a change of employment
or office within or among the Company or a Subsidiary for so long as the Participant continues to be an employee or officer of
the Company or a Subsidiary.



 


4.3       Participants’
Entitlement


 


Except as otherwise provided
in this Plan, Restricted Share Units previously granted under this Plan are not affected by any change in the relationship between,
or ownership of, the Company and an Subsidiary of the Company. For greater certainty, all grants of Restricted Share Units remain
outstanding and are not affected by reason only that, at any time, a Subsidiary of the Company ceases to be a Subsidiary of the
Company.


 


 


 


 






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4.4       Clawback Terms


 


In the event any quarterly or
annual financial statements of the Company are restated at any time, whether or not the Participant had knowledge of the basis
for such restatement, the following adjustments shall be made to the Participant’s entitlement under the Plan if the Participant
held the office of Vice-President or a more senior office of the Company at any time during the period covered by the restated
financial statement:


 


		(a)	if no Shares have been issued pursuant to the RSUs, the Multiplier (based on the applicable Performance Criteria) shall be calculated or recalculated after taking into account such restatement of the
                                                                Company’s financial statements and the Participant’s entitlement hereunder shall otherwise remain unchanged;



 


		(b)	if Shares have been issued pursuant to the RSUs and the restatement takes place not more
                                                                than three years after such Shares were issued, the Multiplier shall be recalculated after taking into account such
                                                                restatement of the Company’s financial statements and the Participant shall be obligated to pay to the Company an
                                                                amount equal to the excess, if any, of the value the Participant received hereunder over the value the Participant would have
                                                                received under such recalculation;



 


		(c)	any payment required to be made pursuant to Section 4.4(b) shall be made within 30 days
                                                                of the date on which the Company advises the Participant of the Multiplier, as recalculated, and the resulting adjustment
                                                                amount; and



 


		(d)	the Plan Administrator may in its discretion reduce in whole or in part any reduction in
                                                                the Multiplier determined in accordance with this Section 4.4.



 


ARTICLE 5


REORGANIZATION


 


5.1       Reorganization of the Company


 


The existence of any Restricted
Share Units 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.


 


5.2       Adjustments and Reorganizations


 


In the event of any alteration
in the number or class of or change in the Shares of the Company resulting from any stock dividend, subdivision, consolidation
or reclassification of, or other change in, the Shares or the amalgamation, consolidation or merger of the Company, or other relevant
changes in the capital of the Company, such proportionate adjustments, if any, as are appropriate to reflect such a change shall
be made with respect to the number of Restricted Share Units credited to each Account and/or the number and type of securities
which shall constitute “Shares” under the Plan. In the event the Company is not the surviving company of a merger,
consolidation, amalgamation or plan of arrangement or other corporate restructuring with another company or in the event of a liquidation,
dissolution or reorganization and in the absence of any surviving corporation’s assumption of the Company’s obligations
with respect to Accounts, the Committee or its successor will determine in its discretion appropriate settlements of Accounts.


 


 


 


 






    	 	12	 



     

    

 


5.3       Discretion to Permit Vesting and Payment


 


Notwithstanding the provisions
of Sections 5.2 and Article 4, the Plan Administrator may, in its discretion, at any time prior to or following the events contemplated
in such Sections and Article 4, permit (a) the vesting of any or all Restricted Share Units held by a Participant, and (b) except
with respect to any Participant who is a U.S. Taxpayer, and whose Award of Restricted Share Units is subject to Section 409A, the
payment of such Restricted Share Units, in each case in the manner and on the terms authorized by the Plan Administrator.


 


5.4       Issue by Company of Additional Shares


 


Neither the issue by the Company
of shares of any class or securities convertible into or exchangeable for shares of any class, nor the conversion or exchange of
such shares or securities, affects, and no adjustment by reason thereof is to be made with respect to, the number of Shares that
may be acquired as a result of a grant of Restricted Share Units, except as expressly provided in this Article 5.


 


5.5       Fractions


 


No fractional Shares will be
issued pursuant to any Restricted Share Units. Accordingly, if, as a result of any adjustment under this Article 5, a Participant
would become entitled to a fractional Share, the Participant has the right to acquire only the adjusted number of full Shares and
no payment or other adjustment will be made with respect to the fractional Shares, which shall be disregarded.


 


ARTICLE 6


ADMINISTRATION


 


6.1       Authority of the Plan Administrator


 


The Plan Administrator has discretion to:


 


		(a)	determine from time to time which directors, officers, employees and consultants of the
                                                             Company or any Subsidiary shall be eligible to receive Restricted Share Units;



 


	 	(b)	make grants of Restricted Share Units under the Plan in such amounts, to such Persons and, subject
to the provisions of this Plan, on such terms and conditions as it determines including without limitation:



 


	 	(i)	the time
or times at which Restricted Share Units may be granted;



 


 


 


 






    	 	13	 



     

    

 


		(ii)	the conditions under which Restricted Share Units may be granted to Participants or may be forfeited to the Company, including any conditions relating to the attainment of specified Performance
                                                                 Criteria;



 


		(iii)	whether restrictions or limitations are to be imposed on the Shares issuable
pursuant to RSU grants, and the nature of such restrictions or limitations, if any; and



 


		(iv)	any acceleration of vesting, or waiver of termination regarding any grant
of RSUs, based on such factors as the Plan Administrator may determine;



 


		(c)	establish the form or forms of Award Agreements;



 


		(d)	cancel, amend, adjust or otherwise change any grant of RSUs under such circumstances
as the Plan Administrator may consider appropriate in accordance with the provisions of this Plan;



 


		(e)	make determinations with respect to the level of performance achieved with
respect to any Performance Criteria;



 


		(f)	establish the Multiplier, including the Multiplier to be calculated or recalculated
pursuant to Section 4.4 together with the resulting adjustment, and make any determination referred to in Section 4.4; and



 


		(g)	amend the Plan pursuant to Section 6.5 or determine the funded status of
the Plan pursuant to Section 7.6.



 


6.2       Administration


 


Except to the extent (i)
the Plan expressly states that authority with respect to a matter has been reserved to the Board under this Plan (and such authority
has not been delegated by the Board), (ii) the Board has made a determination pursuant to Section 6.1 or (iii) the Committee has
delegated its authority as Plan Administrator pursuant to Section 6.3, this Plan will be administered by the Committee and the
Committee has sole and complete authority, in its discretion, to exercise the authority set out in Sections 6.1(a), 6.1(b), 6.1(c),
6.1(d), 6.1(e) and 6.1(f) and, as Plan Administrator, to:


 


	 	(a)	construe
and interpret this Plan and all Award Agreements;



 


		(b)	establish, amend, prescribe and rescind administrative guidelines and other
rules and regulations relating to this Plan, including rules and regulations relating to sub-plans established for the purpose
of satisfying applicable foreign laws or for qualifying for favourable tax treatment under applicable foreign laws; and



 


		(c)	make all other determinations and take all other actions necessary or advisable
for the implementation and administration of this Plan.



 


6.3       Plan
Administrator


 


	 	(a)	The
initial Plan Administrator shall be the Committee; and






 


 


 






    	 	14	 



     

    

 





	 	(b)	The
Committee may, from time to time, delegate to any specified officer(s) of the Company or its Subsidiaries all or any of the powers
conferred on the Committee as Plan Administrator pursuant to this Plan, including the power to sub-delegate to other employees
of the Company or its Subsidiaries. In such event, the delegate or any sub-delegate will exercise the powers delegated to it in
the manner and on the terms authorized by the delegating party.



 


6.4       Determinations
Binding


 


Any decision made or action
taken by the Board, the Committee or any officers or employees to whom authority has been delegated pursuant to Section 6.3(b)
arising out of or in connection with the administration or interpretation of this Plan is final, conclusive and binding on the
Company, the affected Participant(s), their legal and personal representatives and all other Persons. Any such determination need
not be uniform and may be made selectively among persons who receive or are eligible to receive Restricted Share Units under the
Plan (whether or not such persons are similarly situated).


 


6.5       Plan Amendment


 


The Plan Administrator may from
time to time, without notice and without approval of the holders of voting shares in the capital of the Company, amend, modify,
change, suspend or terminate the Plan or any Restricted Share Units granted pursuant to the Plan as it, in its discretion determines
appropriate, provided, however, that:


 


		(a)	no such amendment, modification, change, suspension or termination of the Plan or any
                                                                Restricted Share Units granted hereunder may materially impair any rights of a Participant or materially increase any
                                                                obligations of a Participant under the Plan without the consent of the Participant, unless the Plan Administrator determines
                                                                such adjustment is required or desirable in order to comply with any applicable securities laws or stock exchange
                                                                requirements;



 


		(b)	approval of the holders of voting shares in the capital of the Company (in accordance
                                                                with the rules of the exchange upon which the Common Shares may be listed) shall be required for any amendment, modification
                                                                or change that:



 


		(i)	increases the number of Shares reserved for issuance under the Plan, except pursuant to
                                                               the provisions in the Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions
                                                               affecting the Company or its capital;



 


		(ii)	permit Restricted Share Units to be transferred other than for normal estate settlement
                                                                 purposes; 



 


		(iii)	change the Insider participation limits set forth in Section 3.4(c); and



 


		(iv)	deletes or reduces the range of amendments which require approval of the holders of voting shares
in the capital of the Company under this Section 6.5(b).



 


 


 






    	 	15	 



     

    

 


6.6       Plan Termination


 


The Board may decide to
discontinue granting Awards under the Plan at any time, in which case no further Restricted Share Units shall be awarded or credited
under Section 3.2. Any Restricted Share Units which remain outstanding in a Participant’s Account at that time shall continue
to be dealt with subject to the terms of the Plan. Any purported termination of the Plan shall have no effect on Restricted Share
Units made prior to the date of such purported termination. The Plan shall terminate when all payments owing under the Plan have
been made and all Restricted Share Units have been cancelled in all Participants’ Accounts.


 


6.7       Costs


 


The Company shall pay all costs of administering
the Plan.


 


6.8       U.S. Taxpayers/Section 409A


 


For greater certainty and
notwithstanding anything to the contrary contained in the Plan or any Award Agreement:


 


		(a)	the Plan is intended be exempt from Section 409A and if not so exempt, to
comply with Section 409A and shall be interpreted accordingly,



 


		(b)	no provision of the Plan or amendment to the Plan or adjustment or conversion
of Restricted Share Units to alternate arrangement shall permit the acceleration of payments under the Plan to U.S. Taxpayers contrary
to the provisions of Section 409A, including, for avoidance of doubt, following the termination of the plan and acceleration of
payment regulations upon a “change in ownership” or “change in control” as such terms are defined in Section
409A; and



 


		(c)	for the sake of clarity, termination of employment and other similar terms
used in this Plan shall be construed in light of the definition of “separation from service” within the meaning of Section
409A. Furthermore, to the extent applicable, specified employees as defined under Section 409A will be subject to a six-month delay
in payment on Restricted Share Units payable upon a “separation of service”, if any, unless the payment of the Award
is exempt from the requirements of Section 409A, or is otherwise structured in a manner that does not require a delay in payment.



 


ARTICLE 7


GENERAL


 


7.1       Governing Provisions


 


The terms and conditions
of each Award are set out in the Plan and the applicable Award Agreement. Except as specified in the Plan, in the event of a conflict
between the terms and conditions of an Award and the terms and conditions of an employment agreement between the Participant and
the Company or a Subsidiary, the terms and conditions of the Award shall govern.


 


 


 


 






    	 	16	 



     

    

 


7.2       Participation
is Voluntary; No Additional Rights to Employment


 


Participation of any Participant
in the Plan is entirely voluntary and not obligatory and shall not be interpreted as conferring upon such Participant any rights
or privileges other than those rights and privileges expressly provided in the Plan. Participation in the Plan shall not be construed
to give any Participant a right to be retained or to continue to be retained in the employment of the Company or a Subsidiary.
Nothing in the Plan shall be construed to provide the Participant with any rights whatsoever to participate or to continue participation
in this Plan, or to compensation or damages in lieu of participation, whether upon termination of the Participant’s employment
or otherwise. Without limiting the foregoing, the Participant agrees that:


 


		(a)	Restricted Share Units are granted voluntarily by the Company, are discretionary in
                                                                nature, and subject to Sections 6.5 and 6.6, may be modified, suspended, or terminated by the Company at any time and do not
                                                                create any contractual or other right to receive future grants or cash or benefits in lieu thereof, even if such grants have
                                                                been made repeatedly in the past;



 


		(b)	the grant of RSUs does not constitute compensation of any kind for services of any kind
                                                                rendered to the Company or to the Participant’s employer which are outside the scope of the Participant’s
                                                                employment contract, if any, and employment;



 


		(c)	the grant of RSUs is not part of normal or expected compensation or salary for purposes
                                                                of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service
                                                                awards, pension or retirement benefits or welfare benefits or similar benefits or any other entitlements.



 


		(d)	in consideration of the grant of RSUs, no claim or entitlement to compensation or damages arises from forfeiture of the Restricted Share Units resulting from the Participant’s termination of employment
                                                                and the Participant irrevocably releases the Company from any such claim that may arise; and if, notwithstanding the
                                                                foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Award, the
                                                                Participant shall be deemed irrevocably to have waived his or her entitlement to pursue and enforce such claim.



 


7.3       Value of Restricted Share Units Not Guaranteed


 


The value of a Restricted Share
Unit is based on the price of a Share and is thus not guaranteed. The value of a Restricted Share Unit at the time it becomes payable
may be higher or lower than the value at the time it was credited to a Participant’s Account under the Plan. No amount will
be paid to, or in respect of, a Participant under the Plan to compensate for a downward fluctuation in the price of Shares, nor
will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose. No amount will be paid to compensate
a Participant in respect of (i) any change in the value of a Share from the date an RSU is granted to the date the RSU vests, the
date of any Change of Control or the date Shares are actually issued pursuant to the RSU, (ii) any change in currency exchange
rates, or (iii) interest in respect of the period from the date of a Change of Control to the date the Award is paid. The Company
makes no representations or warranties to Participants with respect to the Plan or the Shares whatsoever. In seeking the benefits
of participation in the Plan, a Participant agrees to accept all risks associated with a decline in the market price of Shares.


 


 


 


 






    	 	17	 



     

    

 


7.4       No Shareholder Rights


 


Under no circumstances
shall Restricted Share Units be considered Shares nor shall they entitle any Participant to exercise voting rights or any other
rights attaching to the ownership of Shares, nor shall any Participant be considered the owner of Shares by virtue of the Award
of Restricted Share Units.


 


7.5       Tax Matters


 


Participants subject to
income tax in jurisdictions other than the country where they are employed according to the Company’s records may be subject
to other tax consequences based on the tax laws of those local jurisdictions relating to their participating in the Plan. Neither
the Company nor any Subsidiary is providing any tax advice regarding the Restricted Share Units. None of the Company and the Subsidiaries,
and none of their respective directors, officers, employees and advisers, shall be liable to any Participant (or any other individual
claiming a benefit through the Participant) for any tax, interest, or penalties the Participant might owe as a result of participation
in the Plan. Participants are advised to confirm the consequences of participating in the Plan with their own tax advisors.


 


7.6       Unfunded Plan


 


Unless otherwise determined
by the Board, the Plan shall be unfunded and any obligation to make a payment in the future upon redemption of Restricted Share
Units will remain an unfunded liability recorded on the books of the Company. To the extent any Participant or his or her estate
holds any rights with respect to any RSUs, such rights (unless otherwise determined by the Board) shall be no greater than the
rights of an unsecured creditor of the Company.


 


7.7       Participant Information


 


Each Participant shall
provide the Company with all information (including personal information) required by the Company in order to administer the Plan.
Each Participant acknowledges that information required by the Company in order to administer the Plan may be disclosed to any
custodian appointed in respect of the Plan and other third parties, and may be disclosed to such persons (including persons located
in jurisdictions other than the Participant’s jurisdiction of residence), in connection with the administration of the Plan.
Each Participant consents to such disclosure and authorizes the Company to make such disclosure on the Participant’s behalf.


 


7.8       Successors and Assigns


 


The Plan shall be binding on
all successors and permitted assigns of the Company and a Participant who has received an Award under the Plan, including without
limitation, the estate of such Participant and the legal representative of such estate, or any receiver or trustee in bankruptcy
or representative of the Company or Participant.


 


7.9       General
Restrictions and Assignment


 


The rights of a Participant
under the Plan are not capable of being assigned or transferred, and immediately upon any assignment or transfer, or any attempt
to do so, such Restricted Share Units will terminate and be of no further force or effect. The rights of a Participant under the
Plan are not capable of being alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being subject to
attachment or legal process for the payment of any debts or obligations of the Participant.


 


 


 


 






    	 	18	 



     

    

 


7.10      Governing Law


 


		(a)	The validity, construction and effect of the Plan and any actions taken or relating to
                                                                the Plan shall be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable
                                                                therein.



 


		(b)	The Company and each Participant irrevocably submits to the exclusive jurisdiction of
                                                                the courts of competent jurisdiction in the Province of British Columbia in respect of any action or proceeding relating in
                                                                any way to the Plan, including with respect to the grant of Restricted Share Units and any issuance of Shares made in
                                                                accordance with the Plan.



 


7.11       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.


 


7.12       Notices


 


All notices or communications
under this Plan shall be delivered in writing, personally or by registered mail, postage prepaid, or e-mail. All notices to the
Company or Plan Administrator shall be addressed to the Company’s Chief Financial Officer, at the registered offices of
the Company or via e-mail at greznik@intrinsyc.com. All notices to Participants shall be addressed to the last address for such
person maintained in the records of the Company. Either the Participant or Intrinsyc may designate a different address by written
notice to the other. Any notice given by either the Participant or Intrinsyc is not binding on the recipient thereof until received.


 


7.13       Electronic Delivery


 


The Company or the Plan Administrator
may from time to time establish procedures for (i) the electronic delivery of any documents that the Company may elect to deliver
(including, but not limited to, plan documents, Award Agreements, and all other forms of communications) in connection with any
Award made under the Plan, (ii) the receipt of electronic instructions from Participants and/or (iii) an electronic signature system
for delivery and acceptance of any such documents. Compliance with such procedures shall satisfy any requirement to provide documents
in writing and/or for a document to be signed or executed.


 


7.14       Country Specific Provisions


 





	 	(a)	Notwithstanding
any provisions in this Plan, the Restricted Share Units shall be subject to any special terms and conditions set forth in all
applicable exhibits to this Plan for the applicable country. Moreover, if the Participant relocates to one of the countries included
in any exhibit as applicable, the special terms and conditions for such country will apply to the Participant to the extent that
the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local
law or facilitate the administration of the Restricted Share Units.






 


 


 


 






    	 	19	 



     

    

 


	 	(b)	If the
Participant moves to any other country, additional terms and conditions may apply to the Participant’s Restricted Share
Units. The Company reserves the right to impose other requirements on the Restricted Share Units to the extent the Company determines
it is necessary or advisable in order to comply with local law or facilitate the administration of the Restricted Share Units
and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.



 


7.15       Effective Date


 


The Plan became effective on May 16, 2017.


 


INTRINSYC TECHNOLOGIES CORPORATION


 


 


 


	 	By:	/s/ George Reznik                                                 
	 	 	Name: George Reznik
	 	 	Title: CFO




 


 


 


 


 


 


 


 






    	 	20	 



     

    

 


SCHEDULE A


 


INTRINSYC TECHNOLOGIES CORPORATION


 


FORM OF RESTRICTED SHARE UNIT AWARD AGREEMENT


 


Intrinsyc Technologies Corporation
(“Intrinsyc”) hereby grants the following Restricted Share Unit(s) to you subject to the terms and conditions
of this Award Agreement, together with the provisions of Restricted Share Unit (the “Plan”) in which you become
a “Participant”, all the terms of which Plan are hereby incorporated into this Award Agreement:


 


Name and Address of Participant: __________________________________________________________________________


 


Date of Grant:__________________________________________________________________________________________


 


Total Number Granted:___________________________________________________________________________________


 


Vesting Conditions: _____________________________________________________________________________________


 


		1.	The terms and conditions of the Plan are hereby incorporated by reference
as terms and conditions of this Award Agreement and all capitalized terms used herein, unless expressly defined in a different
manner, have the meanings ascribed thereto in the Plan.



 


		2.	All notices or communications under
                                         this Plan shall be delivered in writing, personally or by registered mail, postage prepaid,
                                         or e-mail. All notices to the Company or Plan Administrator shall be addressed to Intrinsyc’s
                                         Chief Financial Officer, at the registered offices of Intrinsyc or via e-mail at greznik@intrinsyc.com.
                                         All notices to the Participant will be addressed to your last address for maintained
                                         in the records of Intrinsyc.



 


		3.	Nothing in the Plan, in this Award Agreement, or as a result of the grant
of an Award to you, will affect any right of Intrinsyc, or of any Affiliate, to terminate your employment at any time for any reason
whatsoever. Upon such termination, your rights to exercise Award will be subject to restrictions and time limits, complete details
of which are set out in the Plan.



 


 


INTRINSYC TECHNOLOGIES CORPORATION


 


 


________________________________________________________________________


Authorized Signatory


 


I have read the foregoing Award
Agreement and hereby accept the Award in accordance with and subject to the terms and conditions of the Award Agreement and the
Plan. I agree to be bound by the terms and conditions of the Plan governing the Award.


 


 


 


	 	 	 
	Date Accepted	 	Signature




 


 


 


 


 






    	 	21