**Exhibit 4.2**

 

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**HYDROGENICSCORPORATION**

**RESTRICTEDSHARE UNIT PLAN**

 

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**HYDROGENICSCORPORATION**

**RESTRICTEDSHARE UNIT PLAN**

 

**SECTION 1**                               INTERPRETATION AND ADMINISTRATIVE PROVISIONS

** **

**1.1**                                Purposes

 

The purposesof this Plan are to:

 

(a)                                  promote a greateralignment of interests between the key employees of the Company and itsaffiliates and shareholders;

 

(b)                                 assist the Company andits affiliates to retain individuals with the experience and ability to serveas key employees; and

 

(c)                                  allow the keyemployees of the Company and its affiliates to participate in the long-termsuccess of the Company.

 

**1.2**                                Definitions

 

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

 

**“affiliate”**,**“associate”** and **“jointly or inconcert”** have the respective meanings set forth in the *Securities Act* (Ontario), as amended from time to time.

 

**“ApplicableDeductions”**has the meaning set out in Section 2.4.

 

**“AwardDate”** means the date the Board awards Restricted ShareUnits under this Plan.

 

**“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.

 

**“Cause”**has the meaning attributed to such term by the Courts of Ontario from time totime.

 

“**Change of Control**” means the occurrence of any of thefollowing events:

 

(i)                                    any change in theholding, direct or indirect, of shares of the Company as a result of which a Personor group of Persons acting jointly or in concert, or a Person who is an associateor affiliate of any such Person or group, becomes the beneficial owner,directly or indirectly, of shares and/or other securities in excess of thenumber which, directly or following conversion thereof, would entitle theholders thereof to cast more than fifty percent (50%) of the votes attaching toall shares of the Company which may be cast to elect directors of the Company;

 

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(ii)                                 a sale or otherdisposition of all or substantially all of the property or assets of the Companyto a Person, other than to a Person that was an affiliate of the Companyimmediately prior to the completion of such sale or disposition; and

 

(iii)                              the dissolution orliquidation of the Company (other than in connection with the distribution ofthe assets of the Company to one or more Persons which were affiliates of theCompany immediately prior to the completion of such transfer).

 

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

 

**“Company”**meansHydrogenics Corporation.

 

**“Dividend RestrictedShare Units”** has the meaning set out in Section 3.4.

 

**“LTI BonusCompensation”** means amounts that are awarded to aParticipant under this Plan as part ofthe Executive LTI Incentive Plan.

 

**“MarketValue”** means the closing price of Shares on theToronto Stock Exchange on the last trading day on which the Shares were tradedoccurring immediately prior to the applicable date, or if the Shares are notthen traded on the Toronto Stock Exchange means the fair market value per Shareas determined by the Board in its discretion.

 

**“Participant”**means any key employee of a Participating Entity who the Board, in itsdiscretion, determines may participate in this Plan.

 

**“ParticipatingEntity”** means the Company and any affiliate of the Companywhich is designated by the Board from time to time.

 

“**Person**” means any individual, sole proprietorship,partnership, unincorporated association, unincorporated syndicate,unincorporated organization, trust, body corporate, and a natural person insuch person’s capacity as trustee, executor, administrator or other legalrepresentative.

 

**“Plan”**means this Hydrogenics Corporation Restricted Share Unit Plan.

 

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

 

**“Retirement”**means resignation in circumstances which the Board, in its discretion, determinesis Retirement and on such terms as the Board may specify.

 

**“RSUAccount”** means the notional account of RestrictedShare Units and Dividend 

 

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RestrictedShare Units maintained for each Participant.

 

**“RSU****Agreement**” means a signed, writtenagreement between a Participant and the Company, substantially in the formattached as Schedule “A” hereto, subject to any amendments or additions theretoas may, in the discretion of the Board, be necessary or advisable, evidencingthe terms and conditions on which a Restricted Share Unit has been granted underthis Plan.

 

**“ServiceYear**” has the meaning set out in Section 3.2.

 

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

 

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

 

**“TerminationDate”** means the Participant’s last day of activeemployment and does not include any period of statutory, contractual orreasonable notice or any period of salary continuance or deemed employment.

 

**“Vested”**means that a Restricted Share Unit has become redeemable and **“Vest”** has a corresponding meaning.

 

**“VestingDate”**has the meaning set out in Section 3.5.

 

**1.3**                                Interpretation

 

This Plan isto be interpreted as follows:

 

(a)                                  The use of headingsis for ease of reference only and does not affect construction orinterpretation of this Plan.

 

(b)                                 Where the context sorequires, words importing the singular number include the plural and viceversa, and words importing the masculine gender include the feminine and neutergenders.

 

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

 

(d)                                 All amounts paid orvalues to be determined under the Plan shall be in Canadian dollars.

 

(e)                                  Whenever the Board isto exercise discretion in the administration of the terms and conditions ofthis Plan or any Restricted Share Unit, the term “discretion” means the “soleand absolute discretion” of the Board.

 

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(f)                                    Where the words “including”or “includes” appear in this Plan, they mean “including (or includes) withoutlimitation”.

 

**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 a manner such that the Plan andany Restricted Share Units granted hereunder comply with the exception to thedefinition of “salary deferral arrangement” contained in paragraph (k) ofsubsection 248(1) of the Tax Act or any successor provision thereto.  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 or advisable 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.

 

**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 on the Participating Entities and all other Persons.

 

**2.3**                                Eligibility

 

(a)                                  Participation in thePlan is entirely voluntary.

 

(b)                                 All employees ofParticipating Entities are eligible to participate in this Plan.

 

(c)                                  Eligibility toparticipate in the Plan does not confer upon any Person any right to be grantedRestricted Share Units pursuant to this Plan. In addition, no Participant has any claim or right to be granted aRestricted Share Unit (including a Restricted Share Unit granted insubstitution for any Restricted Share Unit that has expired pursuant to theterms of this Plan).

 

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**2.4**                                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**”).

 

**2.5**                                Information

 

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

 

**2.6**                                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.

 

**2.7**                                GoverningLaw

 

This Plan shallbe governed by and construed and interpreted in accordance with the laws of theProvince of Ontario and the federal laws of Canada applicable therein.

 

**2.8**                                RestrictedShare Unit Agreements

 

All grants ofRestricted Share Units under this Plan will be evidenced by RSUAgreements.  Any one of the ChiefExecutive Officer or Chief Financial Officer of the Company is authorized andempowered to execute on behalf of the Company and deliver an RSU Agreement to aParticipant.

 

**SECTION 3**                                           GRANTS OF RESTRICTED SHARE UNITS

** **

**3.1**                                Grants of RestrictedShare Units

 

The Board, inits discretion, will determine the amount of LTI Bonus Compensation, if any, payableto a Participant under this Plan taking into account such milestones andcriteria, if any, as the Committee determines in its discretion, at or prior tothe Award Date.  LTI Bonus Compensationwill be provided to the Participant in the form of Restricted Share Units.  The Restricted Share Units will be creditedto the Participant’s RSU Account on the Award Date, and the Participant shall executean RSU Agreement.

 

**3.2**                                Service Year

 

For greatercertainty, notwithstanding any other provision herein, unless otherwiseprovided in the applicable RSU Award Agreement, the granting of Units to any 

 

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Participantunder the Plan in any calendar year shall be awarded solely in respect ofperformance of such Participant in the same calendar year as that containingthe Award Date (the “**Service Year**”).  In all cases, the Units shall be in additionto, and not in substitution for or in lieu of, ordinary salary and wagesreceived by such Participant in respect of his or her services to his or heremployer.

 

**3.3**                                Number of RestrictedShare Units Granted

 

The number of RestrictedShare Units (including any fractional Restricted Share Units) that will becredited to a Participant’s RSU Account is determined by dividing the amount ofthe LTI Bonus Compensation by the Market Value of a Share on the Award Date.

 

**3.4**                               Reinvestmentof Distributions

 

When dividendsor distributions are paid on Shares, additional Restricted Share Units (“**Dividend Restricted Share Units**”) will be credited to theParticipant’s RSU 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 RestrictedShare Units allocated to the Participant’s RSU Account by the Market Value of aShare on the payment date of the dividends or distributions.

 

**3.5**                                Vesting

 

The RestrictedShare Units shall Vest and be redeemed on such date no later than December 31of the third calendar year following the Service Year in respect of which theywere granted, as is determined by the Board in its discretion and is set forthin the Restricted Share Unit Agreement and Dividend Restricted Share Units Vestat the same time as the Restricted Share Units in respect of which they werecredited (the “**Vesting Date**”).

 

**3.6**                                Redemption

 

Subject to Section 3.7,all Vested Restricted Share Units (which for the purposes of this Section 3.6includes Vested Dividend Restricted Share Units and Vested fractionalRestricted Share Units) credited to the Participant’s RSU Account shall beredeemed by the Company as at and within 30 days following the Vesting Date inrespect of such Restricted Share Units. Vested Restricted Share Units will be redeemed by the payment to theParticipant of an amount equal to the number of Vested Restricted Share Unitsand Dividend Restricted Share Units credited to the Participant’s RSU Account multipliedby the Market Value at as the Vesting Date.

 

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**3.7**                                FinalDeadline for Redemption

 

Notwithstandingany other provision of the Plan, all amounts payable to, or in respect of, aParticipant in respect of a Restricted Share Unit shall be paid within threeyears following the end of the Service Year in respect of which the RestrictedShare Units was granted.

 

**3.8**                                Effect ofRedemption

 

A Participantshall have no further rights, title or interest with respect to any RestrictedShare Unit that has been redeemed.

 

**SECTION 4**                               TERMINATION OF EMPLOYMENT

** **

**4.1**                                Resignation

 

If aParticipant resigns from employment with a Participating Entity, theParticipant shall forfeit all rights, title and interest in the Participant’s RestrictedShare Units which are not Vested on the date the notice of resignation isdelivered to the Company.

 

**4.2**                                Terminationfor Cause

 

If aParticipant’s employment is terminated by a Participating Entity for Cause theParticipant shall forfeit all rights, title and interest in all the RestrictedShare Units, whether Vested or not Vested at the Termination Date.

 

**4.3**                               Retirement,Death, Disability, Termination without Cause and Disposition of a ParticipatingEntity

 

If aParticipant’s employment ceases because of death, disability or Retirement ofthe Participant, the Participant’s employment is terminated without Cause, theParticipant resigns because he or she has been constructively dismissed, or thePerson which employs the Participant ceases to be a Participating Entity, thena pro rata portion of the Restricted Share Units which are not Vested on theTermination Date will Vest immediately prior to the Termination Date based onthe number of days from the Award Date to the Termination Date divided by thenumber of days, if any, from the Award Date to the end of the year in respectof which the Restricted Share Units were granted plus 1095 and the Participant’sVested Restricted Share Units will be redeemed pursuant to Section 3.6 asif the Vesting Date were immediately prior to the Termination Date.

 

**4.4**                               Change ofControl

 

If aParticipant’s employment is terminated by a Participating Entity or theParticipant resigns because of constructive termination within 6 monthsfollowing a Change of Control, the Vesting Date in respect of all of theParticipant’s Restricted Share Units for 

 

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which theVesting Date would otherwise be on or after such cessation of employment, shallbe deemed to be immediately prior to the Termination Date and such VestedRestricted Share Units shall be redeemed pursuant to Section 3.6.

 

**SECTION 5**                               ADJUSTMENTS

** **

**5.1**                                General

 

The provisionscontained in this Plan and any RSU Agreement and the existence of anyRestricted Share Units shall not affect in any way the right of the Company orits shareholders 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 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 Restricted Share Units granted hereunder.

 

**5.2**                                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 Restricted 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.

 

**5.3**                                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 Restricted 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.

 

**5.4**                                Immediate Redemptionof Awards

 

Where the Boarddetermines that the steps provided in sections 5.2 and 5.3 would notpreserve proportionately the rights and obligations of the Participants in thecircumstances or the Board otherwise determines that it is appropriate, the Boardmay permit the Vesting and redemption, effective no later than the Business Dayimmediately prior to the date on which the event referenced in sections 5.2and 5.3, as 

 

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applicable, isconsummated, of any outstanding Restricted Share Units that are not thenotherwise Vested.

 

**5.5**                                Change ofControl

 

In the eventof a Change of Control, the Board may accelerate the Vesting Date of RestrictedShare Units granted under this Plan to the Business Day immediately followingthe date on which such Change of Control is consummated provided that the Boardaccelerates the Vesting of the Restricted Share Units prior to the date onwhich the Change of Control is consummated and such Vested Restricted ShareUnits shall be redeemed pursuant to Section 3.6.

 

**5.6**                                Fractional Restricted Share Units

 

Fractional Restricted Share Units are permitted under this Plan.

 

**5.7**                                Participant’sEntitlement

 

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

 

**5.8**                                Rights ofParticipant

 

The grantingof any Restricted Share Unit is not to be construed as giving a Participant aright to remain in the employ of the Company or a Participating Entity.  No Participant has any rights as ashareholder of the Company in respect of Restricted Share Units.

 

**5.9**                                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.

 

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

 

**5.10**                         Not a SalaryDeferral Arrangement

 

Any actiontaken pursuant to Sections 5.2, 5.3, or 5.4 shall be such that the Plan and anyRestricted Share Units granted hereunder comply with the exception to thedefinition of “salary deferral arrangement” contained in paragraph (k) ofsubsection 248(1) of the Tax Act or any successor provision thereto.

 

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**5.11**                         Severability

 

If anyprovision of this Plan or any RSU 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 allprovisions will remain enforceable in any other jurisdiction.

 

**5.12**                         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 or substantiallyall of the assets or business of the Company.

 

**5.13**                         Market Fluctuations

 

(a)                                  No amount will be paid to, or in respect of, aParticipant under this Plan to compensate for a downward fluctuation in theprice of the Shares, nor will any other form of benefit be conferred upon, orin respect of, a Participant for such purpose.

 

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

 

(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 Restricted Share Units.

 

**5.14**                         No Shareholder Rights

 

Under no circumstances shall Restricted 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 Restricted Share Units.

 

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**5.15**                         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 Restricted ShareUnits under this Plan, such rights shall be no greater than the rights of anunsecured creditor of the Company.

 

**5.16**                         OwnershipRequirements

 

The RestrictedShare Units and Dividend Restricted Share Units credited to the Participant’s RSUAccount are included in assessing a Participant’s ownership requirements, ifany, in the Participating Entities.

 

**5.17**                         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.

 

**5.18**                         OtherEmployee Benefits

 

The amount ofany compensation deemed to be received by a Participant as a result of the redemptionof Restricted Share Units or DividendRestricted Share Units will not constitute compensation with respect to whichany other employee benefits of that Participant are determined including,without limitation, benefits under any bonus, pension, profit-sharing,insurance or salary continuation plan, except as otherwise specificallydetermined by the Board in writing.

 

**5.19**                         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.  No Participating Entityshall be held responsible for any tax consequences to a Participant as a resultof the Participant’s participation in the Plan.

 

**5.20**                         EffectiveDate

 

This Plan willbecome effective June 22, 2009.

 

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**SCHEDULE A**

 

**HYDROGENICSCORPORATIONRESTRICTED SHARE UNIT PLAN**

 

**RSUAGREEMENT**

 

·

 

(the “Participant”)

 

Pursuant to the HydrogenicsCorporation Restricted Share Unit Plan (the “Plan”) established **[date]**, a copy of which is attached to this RSU Agreementand in consideration of services provided to the Company by the Participant, theCompany hereby grants to the Participant ·Restricted Share Units which Vest in accordance with the terms of the Plan on **[date]**.

 

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 theseRestricted Share Units are subject to the terms and conditions of the Plan, allof which are incorporated into and form a part of this agreement.

 

DATED                                             ,              .

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

 

I agree to theterms and conditions set out herein and confirm and acknowledge that I have notbeen induced to enter into this agreement or acquire any Restricted Share Unitsby expectation of employment or continued employment with any ParticipatingCompany.

 

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

 

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**ADDENDUM TO HYDROGENICS CORPORATION**

**RESTRICTED SHARE UNIT PLAN**

** **

1.                                       **Purpose**

 

This is an Addendum to theRestricted Share Unit Plan 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 ensurethat compensation paid under the Plan to US Participants is not subject to taxunder Section 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, this Addendum shallgovern.

 

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 Treasury Reg. §1.409A-1(h).

 

3.                                       **Administration**

 

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

 

4.**                                      ****Redemption of RestrictedShare Units upon Constructive Termination**

 

With respectto the resignation of a US Participant for constructive termination, Sections4.3 and 4.4 of the Plan shall apply only if such constructive terminationconstitutes a Separation from Service for “good reason” within the meaning ofTreasury Reg. § 1.409A-1(n)(2).

 

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5.                                       **Redemption of Restricted Share Units upon Retirement**

 

Upon the Retirement of a US Participant, unvestedRestricted Share Units shall be forfeited unless the Committee waives theVesting requirements and such Retirement constitutes a Separation from Service,in which case the Company shall redeem the vested Restricted Share Unitspursuant to Section 3.5 of the Plan.

 

6.**                                      ****AccelerationProhibited**

 

Notwithstanding anything in thePlan to the contrary, the acceleration of the time or schedule of any paymentunder the Plan is prohibited, except as provided in the Regulations andadministrative guidance promulgated under Section 409A of the Code.

 

7.**                                      ****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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