**Exhibit 4.3**

 

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**HYDROGENICSCORPORATION**

**DEFERREDSHARE UNIT PLAN FOR DIRECTORS**

 

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**HYDROGENICSCORPORATION**

**DEFERREDSHARE UNIT PLAN FOR DIRECTORS**

 

**SECTION 1**                               INTERPRETATION AND ADMINISTRATIVE PROVISIONS

 

**1.1**                               Purpose

 

The purpose ofthe Plan is to provide Eligible Directorswith the opportunity to acquire Deferred Share Units in order to allow them toparticipate in the long term success of theCompany and to promote a greater alignment of interests betweenthe Eligible Directors and shareholders.

 

**1.2**                               Definitions

 

In this Plan,the terms set out below have the following meanings.

** **

**“Affiliate**”means an affiliate of the Company, as the term “affiliate” is defined inparagraph 8 of the Canada Revenue Agency’s Interpretation Bulletin IT-337R4, *Retiring Allowances [Consolidated]*, or any successorpublication thereto.

** **

**“ApplicableDeductions”**has the meaning set out in Section 2.5.

** **

**“AwardDate”** means the date the Board awards Deferred ShareUnits under this Plan which shall be, unless otherwise determined by the Board,(i) for the purposes of Section 3.3(a), the last Business Day of eachFiscal Quarter, and (ii) for the purposes of Section 3.3(b), the lastBusiness Day of each Fiscal Year.

** **

**“Board”**means the Board of Directors of the Company.

** **

**“BusinessDay”** means a day other than a Saturday, Sunday orother day when banks in the City of Toronto, Ontario are not generally open forbusiness.

** **

**“Committee”**means the committee of the Board responsible for recommending to the Board thecompensation of Eligible Directors, which, as at the effective date of thePlan, is the Human Resources & Corporate Governance Committee.

** **

**“Company”**meansHydrogenics Corporation.

** **

**“DeferredShare Unit”** means a right granted to a Participant toreceive the cash equivalent of a Share on the terms set out in the Plan.

** **

**“Director”**means a member of the Board.

** **

**“DividendDeferred Share Units”** has the meaning set out in Section 3.4.

** **

**“DSUAccount”** means the notional account of Deferred ShareUnits and Dividend Deferred Share Units maintained for each Participant.

 

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**“DSU****Agreement**” means a signed, writtenagreement between a Participant and the Company, substantially in the formattached as Schedule “B”, subject to any amendments or additions thereto asmay, in the discretion of the Board, be necessary or advisable, evidencing theterms and conditions on which a Deferred Share Unit has been granted under thisPlan.

** **

**“ElectionForm”** means a document substantially in the form ofSchedule “A”, subject to any amendments or additions thereto as may, in thediscretion of the Board, be necessary or advisable.

** **

**“EligibleDirector”** means a Director who is not an employee ofthe Company.

** **

**“Fees”**means the fees payable for serving as a Director, including annual retainerfees, meeting attendance fees and supplemental fees for committeechairmanships.

** **

**“FiscalQuarter”** means the three month periods ended March 31,June 30, September 30 and December 31 in each year.

** **

**“FiscalYear”** means the Company’s fiscal year which iscurrently December 31.

** **

**“MarketValue”** means the closing price of Shares on theToronto Stock Exchange on the last trading day on which the Company’s Shareswere traded occurring immediately prior to the applicable date, or if theShares are not then traded on the Toronto Stock Exchange means the fair marketvalue per Share as determined by the Board in its discretion.

** **

**“Participant”**means any Eligible Director who holds Deferred Share Units.

 

“**Person**” means any individual, sole proprietorship, partnership,unincorporated association, unincorporated syndicate, unincorporatedorganization, trust, body corporate, and a natural person in such person’scapacity as trustee, executor, administrator or other legal representative.

** **

**“Plan”**means this Hydrogenics Corporation Deferred Share Unit Plan for Directors.

** **

**“RedemptionNotice”** means a notice in writing toredeem all or part of an Eligible Director’s Deferred Share Units under thePlan, in the form attached as Schedule “C”, subject to any amendments oradditions thereto, as may, in the discretion of the Board, be necessary oradvisable.

** **

**“RetirementDate”** means, in respect of anEligible Director, the earliest date on which both of the following conditionsare satisfied: (i) the Eligible Director is not a member of the Board nora member of the board of directors of an Affiliate, and (ii) the EligibleDirector is not an employee of the Company or any Affiliate.

** **

**“Share”**means a common share of the Company.

 

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**“Tax Act”**meansthe *Income Tax Act*(Canada), R.S.C. (5th Supp.), c. 1, including the regulationspromulgated thereunder, as amended from time to time.

 

**1.3**                               Interpretation

 

This Plan isto be interpreted as follows:

 

(a)                                  Theuse of headings is for ease of reference only and does not affect constructionor interpretation of this Plan.

 

(b)                                 Wherethe context so requires, words importing the singular number include the pluraland vice versa, and words importing the masculine gender include the feminineand neuter genders.

 

(c)                                  Referencesto Sections and Subsections are references to sections and subsections in thisPlan, unless otherwise specified.

 

(d)                                 Allamounts paid or values to be determined under the Plan shall be in Canadiandollars.

 

(e)                                  Wheneverthe Board is to exercise discretion in the administration of the terms andconditions of this Plan or any Deferred Share Unit, the term “discretion” meansthe “sole and absolute discretion” of the Board.

 

(f)                                    Wherethe words “including” or “includes” appear in this Plan, they mean “including(or includes) without limitation”.

** **

**SECTION 2**                               ADMINISTRATION

 

**2.1**                               Administration

 

This Plan will beadministered by the Board and the Board has complete authority, in itsdiscretion, to interpret the provisions of this Plan, providedthat the Plan shall always be interpreted in such a manner that Plan and anyDeferred Share Units granted hereunder continually meet the requirements of theexception to the definition of “salary deferral arrangement” in paragraph 6801(d) ofthe regulations to the Tax Act or any successor to such provision.  In administering and interpreting the Plan,the Board may adopt, amend and rescind administrative guidelines and other rules andregulations relating to this Plan and make all other determinations and takeall other actions necessary of desirable for the implementation andadministration of this Plan which the Board determines, in its discretion, arenecessary or advisable.  The Board’sdeterminations and actions within its authority under this Plan are final,conclusive and binding on the Company, its affiliates and all other Persons.

 

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**2.2**                               Delegationto Committee

 

To the extentpermitted by applicable law, the Board may, from time to time, delegate to theCommittee all or any of the powers conferred on the Board under the Plan. Insuch event, references to the Board mean and include the Committee and theCommittee will exercise the powers delegated to it by the Board in the mannerand on the terms authorized by the Board. Any decisions made or actions takenby the Committee arising out of or in connection with the administration orinterpretation of this Plan within its authority under this Plan, are final,conclusive and binding all Persons.

 

**2.3**                               Eligibility

 

(a)                                  Participationin the Plan is entirely voluntary.

 

(b)                                 AllEligible Directors may participate in this Plan.

 

(c)                                  Eligibilityto participate in the Plan does not confer upon any Person any right to begranted Deferred Share Units pursuant to this Plan.  In addition, no Participant has any claim orright to be granted a Deferred Share Unit (including, without limitation, a DeferredShare Unit granted in substitution for any Deferred Share Unit that has expiredpursuant to the terms of this Plan).

 

**2.4**                               Exemptionfrom Plan Participation

 

Notwithstandingany other provision of this Plan, if an Eligible Director is resident in ajurisdiction in which the award of Deferred Share Units might be considered tobe income which is subject to taxation at the time of such award, the EligibleDirector may elect not to participate in this Plan by providing a writtennotice to the Corporate Secretary of the Company, provided that such electionshall be irrevocable and further provided that any notification by an EligibleDirector under this Section 2.4 shall be delivered prior to the date anyDeferred Share Units are credited to the Eligible Director’s DSU Account underthis Plan and, in any case, within 30 days of the date on which the EligibleDirector first becomes eligible to participate in this Plan.  Where such an election is validly made, nopart of a Director’s Fees shall be paid in the form of Deferred Share Unitsunder this Plan.

 

**2.5**                               Taxes andOther Source Deductions

 

The Company isauthorized to deduct from any amount payable or credited hereunder such taxesand other amounts as it may be required by law to deduct or withhold, in suchmanner as it determines (the “**Applicable Deductions**”).

 

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**2.6**                               Information

 

Each Participantshall provide the Company with all information the Company requires from thatParticipant in order to administer this Plan.

 

**2.7**                               Indemnification

 

Each member ofthe Board and Committee is indemnified and held harmless by the Company againstany cost or expense arising out of any act or omission to act in connectionwith this Plan to the extent permitted by applicable law.  This indemnification is in addition to anyrights of indemnification a Board or Committee member may have as Director orotherwise.

 

**2.8**                               GoverningLaw

 

This Planshall be governed by and construed and interpreted in accordance with the lawsof the Province of Ontario and the federal laws of Canada applicable therein.

 

**2.9**                               DeferredShare Unit Agreements

 

All grants of DeferredShare Units under this Plan will be evidenced by DSU Agreements.  Any one of the President or Chief FinancialOfficer of the Company is authorized and empowered to execute on behalf of theCompany and deliver an DSU Agreement to a Participant.

** **

**SECTION 3**                                           DEFERRED SHARE UNITS

 

**3.1**                               Payment ofFees

 

The Fees for each Eligible Director are payable in quarterlyinstalments, in arrears, on each Award Date, and are payable in the form of: (a) DeferredShare Units; (b) cash; or (c) a combination of Deferred Share Unitsand cash, as elected by the Eligible Director in accordance with Section 3.2.

 

**3.2**                               Election

 

Each Eligible Director has the right to make an irrevocable election,once each calendar year, specifying the manner in which the Director wishes toreceive his or her Fees by completing, signing and delivering to the CorporateSecretary of the Company the Election Form:

 

(a)                                  in the case of an existing EligibleDirector, by the end of the calendar year preceding the year to which suchelection is to apply; or

 

(b)                                 in respect of the calendar year in which an Eligible Director isfirst elected or appointed to the Board and becomes an Eligible Director, assoon as possible 

 

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after the individual becomes an EligibleDirector and, in any event, no later than 30 days after the individual becomesan Eligible Director, with such election to apply only to that portion of suchEligible Director’s Fees that would otherwise be payable to the EligibleDirector as compensation for services to be performed after the date of theelection in the form of Deferred Share Units.

 

An EligibleDirector may initiate or change the percentage of his or her Fees to besatisfied in the form of Deferred Share Units for any subsequent calendar yearby completing and delivering to the Company a new written election no laterthan December 31 of the calendar year immediately preceding the calendaryear to which the Fees relate.

 

If no election is made in respect of a particular calendar year, theEligible Director will receive his or her Fees in the form indicated in suchDirector’s previous election, or if no previous election was made, the EligibleDirector’s Fees will be paid in cash.

 

**3.3**                               Award ofDeferred Share Units

 

(a)                                  Once Fees for a Fiscal Quarter have been determined,the number of Deferred Share Units to be awarded (including fractional DeferredShare Units) will be calculated by dividing (i) the dollar amount of theFees that the Eligible Director elected to be paid in Deferred Share Units by (ii) theMarket Value, as at the Award Date with fractions computed to three decimalplaces.

 

(b)                                 In addition to Deferred Share Units awarded pursuantto Section 3.3(a), the Board may, in its discretion, make awards to theEligible Directors of Deferred Share Units as or in lieu of non-cashcompensation.

 

(c)                                  Deferred Share Units will be fully vested in theParticipant at the time awarded.  AllDeferred Share Units (including fractional Deferred Share Units) will becredited to the Eligible Director’s DSU Account as of the Award Date.

 

**3.4**                               Reinvestmentof Distributions

 

When dividendsor distributions are paid on Shares, additional Deferred Share Units (“**Dividend Deferred Share Units**”) will be credited to theParticipant’s DSU Account as at the payment date of the dividends or distributionsin an amount determined by dividing the amount of the dividends ordistributions payable on the number of Shares equal to the number of DeferredShare Units allocated to the Participant’s DSU Account by the Market Value of aShare on the payment date of the dividends or distributions.

 

**3.5**                               Redemptionof the Deferred Share Units

 

(a)                                  Deferred Share Units can only be redeemed after theRetirement Date and must be redeemed no later than December 15 of the firstcalendar year after the year in which the Retirement Date occurs.

 

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(b)                                 In the event of death, the Eligible Director’s legalrepresentative shall be entitled to redeem the Deferred Share Units.

 

(c)                                  A redemption of Deferred Share Units may be made bydelivering a Redemption Notice at any time after the Retirement Date and beforeDecember 1 of the first calendar year after the year in which theRetirement Date occurs.  If a RedemptionNotice has not been received by the Company with respect to all of the DeferredShare Units of an Eligible Director before December 1 of the first calendar year after the year in whichthe Eligible Director’s Retirement Date occurs, a Redemption Notice will bedeemed to be received on that date.  Ifthat date is not a Business Day, the Redemption Notice will be deemed to bereceived on the last prior Business Day.

 

(d)                                 The Board may limit the number of partial redemptionsto two.

 

(e)                                  Upon redemption, the Eligible Director shallreceive a lump sum payment in cash equal to the number of Deferred Share Unitsrecorded in the Eligible Director’s DSU Account on the date of redemptionmultiplied by the Market Value of a Share as at the date of redemption less anyApplicable Deductions.

 

(f)                                    Notwithstanding anyother provision of the Plan, all amounts payable to, or in respect of, anEligible Director hereunder shall be paid, in all circumstances, prior to December 31of the first (1st)calendar year commencing immediately after the Eligible Director’s RetirementDate.

 

**3.6**                               Effect ofRedemption

 

A Participant willhave no further rights, title or interest with respect to any Deferred ShareUnit that has been redeemed.

 

**3.7**                               Reporting ofDeferred Share Units

 

The Company will providea statement of an Eligible Director’s DSU Account to each Eligible Director atleast annually. Statements will contain such information as the Committee maydetermine from time to time or as otherwise may be required by law.

** **

**SECTION 4**                               ADJUSTMENTS

 

**4.1**                               General

 

The provisionscontained in this Plan and any DSU Agreement and the existence of any DeferredShare Units shall not affect in any way the right of the Company or itsshareholders or affiliates to take any action including any change in the Company’scapital structure or its business, or any acquisition, disposition,amalgamation, combination, merger or consolidation, or the creation or issuanceof any bonds, debentures, shares or other securities of the Company or of anaffiliate  thereof or the 

 

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determinationof the rights and conditions attaching thereto, or the dissolution orliquidation of the Company or of any of its affiliates or any sale or transferof all or any part of their respective assets or businesses, whether or not anysuch corporate action or proceeding would have an adverse effect on this Planor any Deferred Share Units granted hereunder.

 

**4.2**                               Reorganizationof Company’s Capital

 

If the Companyeffects, a subdivision or consolidation of Shares or any similar capitalreorganization or a payment of a stock dividend (other than a stock dividendthat is in lieu of an ordinary cash dividend), or if any other change is madein the capitalization of the Company that, in the opinion of the Board, wouldwarrant the amendment or replacement of any existing Deferred Share Units inorder to preserve proportionately the rights and obligations of theParticipants, the Board will authorize such steps to be taken as may beequitable and appropriate to that end.

 

**4.3**                               Other EventsAffecting the Company

 

In the eventof an amalgamation, combination, or other reorganization involving the Company that,in the opinion of the Board, warrants the amendment or replacement of anyexisting Deferred Share Units in order to preserve proportionately the rightsand obligations of the Participants, the Board will authorize such steps to betaken as may be equitable and appropriate to that end.

 

**4.4**                               Fractional Deferred Share Units

 

Fractional Deferred Share Units are permitted under this Plan.

 

**4.5**                               Participant’sEntitlement

 

Except asotherwise provided in this Plan, Deferred Share Units previously granted underthis Plan are not affected by any change in the relationship between orownership of the Company and an affiliate.

 

**4.6**                               Rights ofParticipant

 

The grantingof any Deferred Share Unit is not to be construed as giving a Participant a rightto remain as a Director.

 

**4.7**                               Amendment orDiscontinuance

 

The Board mayamend, suspend or terminate the Plan, or any portion thereof, at any time,subject to those provisions of applicable law (including the applicable rules,regulations and policies of any exchange, if any) that require the approval ofshareholders or any governmental or regulatory body.

 

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Except asexpressly set forth in the Plan, no action of the Board may adversely alter orimpair the rights of a Participant under any Deferred Share Units previouslygranted to the Participant without the consent of the affected Participant.

 

**4.8**                               Not a Salary Deferral Arrangement

 

Any actiontaken pursuant to Sections 4.2, 4.3, or 4.7 shall be such that the Plan and anyDeferred Share Units granted hereunder continually meet the requirements of theexception to the definition of “salary deferral arrangement” in paragraph 6801(d) ofthe regulations to the Tax Act or any successor to such provision.

 

**4.9**                               Severability

 

If anyprovision of this Plan or any DSU Agreement is determined to be illegal orunenforceable by any court of law in any jurisdiction, the remaining provisionsare severable and enforceable in accordance with their terms, and all provisionswill remain enforceable in any other jurisdiction.

 

**4.10**                        General Restrictions and Assignment

 

(a)                                  Except as required by law, the rights of aParticipant under this Plan are not capable of being anticipated, assigned,transferred, alienated, sold, encumbered, pledged, mortgaged or charged and arenot capable of being subject to attachment or legal process for the payment ofany debts or obligations of the Participant.

 

(b)                                 Rights and obligations under this Plan may beassigned by the Company to a successor in the business of the Company, anycorporation resulting from any amalgamation, reorganization, combination,merger or arrangement of the Company, or any corporation acquiring all orsubstantially all of the assets or business of the Company.

 

**4.11**                        Market Fluctuations

 

(a)                                  No amount will be paid to, or in respect of, aParticipant (or a Person with whom the Participant does not deal at arm’slength within the meaning of the Tax Act) under this Plan to compensate for orreduce the impact, in whole or in part, of a downward fluctuation in the priceof the Shares, nor will any other form of benefit be conferred upon, or inrespect of, a Participant for such purpose.

 

(b)                                 The Company makes no representations or warranties toParticipants with respect to this Plan or the Deferred Share Unitswhatsoever.  Participants are expresslyadvised that the value of any Deferred Share Units will fluctuate as thetrading price of the Shares fluctuates.

 

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(c)                                  In seeking the benefits of participation in thisPlan, a Participant agrees to exclusively accept all risks associated with adecline in the market price of the Shares and all other risks associated withthe holding of Deferred Share Units.

 

**4.12**                        No Shareholder Rights

 

Under no circumstances shall Deferred Share Units be considered Shares or other securities of theCompany, nor shall they entitle any Participant to exercise voting rights orany other rights attaching to the ownership of Shares or other securities of the Company, nor shallany Participant (a) be considered the owner of, or (b) be entitled to receive  Sharesby virtue of the award of Deferred Share Units.

 

**4.13**                        Unfunded and Unsecured Plan

 

This Planshall be unfunded and the Company will not secure its obligations under thisPlan.  To the extent any Participant orhis or her estate holds any rights by virtue of a grant of Deferred Share Unitsunder this Plan, such rights shall be no greater than the rights of anunsecured creditor of the Company.

 

**4.14**                        OwnershipRequirements

 

The DeferredShare Units and Dividend Deferred Share Units credited to the Participant’s DSUAccount are included in assessing a Participant’s ownership requirements, ifany, in the Company.

 

**4.15**                        Non-Exclusivity

 

Nothingcontained in this Plan prevents the Board from adopting other or additionalcompensation arrangements for the benefit of any Participant, subject to anyrequired regulatory or shareholder approval.

 

**4.16**                        TaxConsequences

 

It is theresponsibility of the Participant to complete and file any tax returns and payall taxes that may be required under Canadian and other tax laws within theperiods specified in those laws as a result of the Participant’s participationin the Plan.  The Company will not beheld responsible for any tax consequences to a Participant as a result of theParticipant’s participation in the Plan.

 

**4.17**                        EffectiveDate

 

This Plan willbecome effective June 22, 2009.

 

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**SCHEDULEA**

** **

**HYDROGENICSCORPORATION**

**DEFERREDSHARE UNIT PLAN FOR DIRECTORS (the “Plan”)**

** **

**ANNUALELECTION FORM**

 

**1.**                                      Director’sFees

 

I elect to receive my Director’s Fees for the calendar year ending December 31     as follows:

 

A.                                              % in Deferred Share Units

 

B.                                              % in cash

*** ***

***(Note: The total amount of A and B must equal 100%.)***

** **

**2.**                                      Iunderstand that:

** **

·                                          Allcapitalized terms shall have the meanings attributed to them under the Plan.

 

·                                          Allpayments will be net of any Applicable Withholding Taxes.

 

 
| ** ** | ** ** | ** **                             |
|------------|------------|----------------------------------------|
|       |       | Eligible Director Signature            |
| ** ** | ** ** | ** **                             |
| ** ** | ** ** | ** **                             |
| ** ** | ** ** | ** **                             |
|       |       | Eligible Director Name (Please  Print) |
| ** ** | ** ** | ** **                             |
| ** ** | ** ** | ** **                             |
| ** ** | ** ** | ** **                             |
| ** ** | ** ** | **Date**                               |

 

**Pleasereturn this Election Form to the Corporate Secretary by the close ofbusiness on             ,200      .**

 

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**SCHEDULE B**

 

**HYDROGENICSCORPORATION**

**DEFERREDSHARE UNIT PLAN FOR DIRECTORS**

 

**DSUAGREEMENT**

 

·

 

(the “Participant”)

 

Pursuant to the HydrogenicsCorporation Deferred Share Unit Plan for Directors (the “Plan”) established **[date]**, a copy of which is attached to this DSU Agreementand in consideration of services provided to the Company by the Participant, theCompany hereby grants to the Participant ·Deferred Share Units.

 

All capitalizedterms not defined in this agreement have the meaning set out in the Plan.

 

The Company andthe Participant understand and agree that the granting and exercise of these DeferredShare Units are subject to the terms and conditions of the Plan, all of whichare incorporated into and form a part of this agreement.

 

DATED                                             ,              .

 
|   | **HYDROGENICS  CORPORATION** |   |
|--------|------------------------------|--------|
|   |                         |   |   |
|   |                         |   |   |
|   | Per                          |   | c/s |

 

I agree to theterms and conditions set out herein.

 

 
|   |   |      |
|--------|--------|-----------|
|   |   | Signature |
|   |   |      |
|   |   |      |
|   |   | ·    |

 

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**SCHEDULE C**

 

**HYDROGENICSCORPORATION**

**DEFERREDSHARE UNIT PLAN FOR DIRECTORS**

 

To:                              TheCorporate Secretary of Hydrogenics Corporation

 

Pursuant to the HydrogenicsCorporation Deferred Share Unit Plan for Directors (the “Plan”), I hereby givenotice that I wish to redeem                          Deferred Share Units on                       .

 

Dated                                     .

 

 
| ** ** | ** **                             |
|------------|----------------------------------------|
|       | Eligible Director Signature            |
| ** ** | ** **                             |
| ** ** | ** **                             |
| ** ** | ** **                             |
|       | Eligible Director Name (Please  Print) |
| ** ** | ** **                             |
| ** ** | ** **                             |
| ** ** | ** **                             |
| ** ** | **Date**                               |

 

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**ADDENDUM TO HYDROGENICS CORPORATION**

**DEFERRED SHARE UNIT PLAN FOR DIRECTORS**

** **

1.                                       **Purpose**

 

This is an Addendum to theDeferred Share Unit Plan for Directors of Hydrogenics Corporation (the “Plan”).

 

This Addendum to the Plan appliesonly to Participants who are United States citizens or residents  (“US Participants”). Unless otherwise defined herein, capitalizedterms shall have the respective meanings ascribed to them in the Plan.

 

The purpose of this Addendum is to ensure thatcompensation paid under the Plan to US Participants is not subject to tax underSection 409A of the Code, provided that the Company makes norepresentation that the payments provided under the Plan are or will be exemptfrom or comply with Section 409A and makes no undertaking to preclude Section 409Afrom applying to payments under the Plan.

 

In the event that there is any conflict between the terms andconditions of the Plan and the provisions of this Addendum, except as noted inthis Addendum, this Addendum shall govern.

 

2.**                                      ****Definitions**

** **

**“Code”**means the United States InternalRevenue Code of 1986, as amended.

** **

**“Regulations”** means the United States TreasuryRegulations promulgated under the Code.

** **

**“Separationfrom Service”** means a “separation from service” with the Company within the meaningof, and that satisfies the requirement of, Section 409A of the Code,including U.S. Treas. Reg. §1.409A-1(h).

** **

**“SpecifiedEmployee”** has the meaning set forth in Section 409A(a)(2)(B) of theCode.

 

3.                                       **Administration**

 

The Plan is intended to be administered incompliance with Section 409A of the Code and shall be construed andinterpreted in accordance therewith.

 

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4.**                                      ****Redemption of the DeferredShare Units**

 

Notwithstandinganything to the contrary in Section 3.5 of the Plan, the Company shallredeem all Deferred Share Units held by a US Participant on thefirst business day of the month following such US Participant’s Separation fromService, provided, however, if a US Participant is a “specified employee”of the Company (or a subsidiary) at the time of Separation from Service, thenno payment on account of such Separation from Service shall be made to such USParticipant until the first business day of the seventh month after suchSeparation from Service (or, if earlier, the date of death), at which time fullpayment shall be made, provided further that if the U.S. Participant is alsosubject to tax in respect of the Deferred Share Units under the provision ofthe *Income**Tax Act*, (Canada), any payment must be made within thetime period contemplated in Section 3.5(f) of the Plan.

 

5.**                                      ****AccelerationProhibited**

 

The acceleration of the time orschedule of any payment under the Plan is prohibited, except as provided in theRegulations and administrative guidance promulgated under Section 409A ofthe Code.

 

6.**                                      ****TaxConsequences**

 

It is the responsibility of the USParticipant to complete and timely file any tax returns which may be requiredunder US tax laws as a result of the US Participant’s participation in thePlan.  The Company shall not be heldresponsible for any tax consequences to a US Participant as a result of such USParticipant’s participation in the Plan.

 

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