Exhibit 4.6


 


RESTRICTED SHARE UNIT PLAN


 


NorZinc Ltd.


2018 RESTRICTED SHARE UNIT PLAN


 


		1.	PURPOSE



 


		1.1	This Plan has been established by the Company to assist
the Company in the recruitment and retention of highly qualified employees and consultants by providing a means to reward superior
performance, to motivate Participants under the Plan to achieve important corporate and personal objectives and, through the issuance
of Share Units in the Company to Participants under the Plan, to better align the interests of Participants with the long-term
interests of Shareholders.



 


		2.	PLAN DEFINITIONS AND INTERPRETATIONS



 


		2.1	In this Plan, the following terms have the following
meanings:



 


		(a)	“Account” means the bookkeeping account
established and maintained by the Company for each Participant in which the number of Share Units of the Participant are recorded;



 


		(b)	“Applicable Law” means any applicable
provision of law, domestic or foreign, including, without limitation, applicable securities legislation, together with all regulations,
rules, policy statements, rulings, notices, orders or other instruments promulgated thereunder and Stock Exchange Rules;



 


		(c)	“Beneficiary” means any person designated
by the Participant as his or her beneficiary under the Plan in accordance with Section 14.1 or, failing any such effective designation,
the Participant’s legal representative;



 


		(d)	“Board” means the Board of Directors
of the Company;



 


		(e)	“Change of Control” means:



 


		(i)	the acquisition whether directly or indirectly, by a
person or company, or any persons or companies acting jointly or in concert (as determined in accordance with the Securities Act
(British Columbia) and the rules and regulations thereunder) of voting securities of the Company which, together with any other
voting securities of the Company held by such person or company or persons or companies, constitute, in the aggregate, more than
50% of all outstanding voting securities of the Company;



 


		(ii)	an amalgamation, arrangement or other form of business
combination of the Company with another company which results in the holders of voting securities of that other company holding,
in the aggregate, 50% or more of all outstanding voting securities of the Company (including a merged or successor company) resulting
from the business combination; or



 


		(iii)	the sale, lease or exchange of all or substantially all
of the property of the Company to another person, other than a subsidiary of the Company or other than in the ordinary course
of business of the Company;



 




     


     


    

 


		(f)	“Committee” means the Compensation
Committee of the Board or any other committee or person designated by the Board to administer the Plan, provided, however, if
the Company ceases to qualify as a “foreign private issuer” (as defined in Rule 3b-4 under the Exchange Act), the
Committee shall be a committee of the Board comprised of not less than two directors, and each member of the Committee shall be
a “non-employee director” within the meaning of Rule 16b-3;



 


		(g)	“Company” means NorZinc Ltd. and its
respective successors and assigns, and any reference in the Plan to action by the Company means action by or under the authority
of the Board or any person or committee that has been designated for the purpose by the Board including, without limitation, the
Committee;



 


		(h)	“Designated Subsidiary” means an entity
(including a partnership) in which the Company holds, directly or indirectly, a majority voting interest and which has been designated
by the Company for purposes of the Plan from time to time;



 


		(i)	“Director” means a director of the
Company;



 


		(j)	“Eligible Consultant” means an individual,
other than an Employee, that (i) is engaged to provide on a bona fide basis consulting, technical, management or other services
to the Company or any Designated Subsidiary under a written contract between the Company or the Designated Subsidiary and the
individual or a company of which the individual consultant is an employee, (ii) in the reasonable opinion of the Company, spends
or will spend a significant amount of time and attention on the affairs and business of the Company or a Designated Subsidiary,
and (iii) does not provide services in connection with the offer or sale of securities in a capital-raising transaction and do
not directly or indirectly promote or maintain a market for the registrant’s securities;



 


		(k)	“Employee” means an employee of the
Company or any of its Designated Subsidiaries or any combination or partnership of such Companies;



 


		(l)	“Employer” means the Company, the
Designated Subsidiary or the combination or partnership of such Companies that employs the Participant or that employed the Participant
immediately prior to the Participant’s Termination Date;



 


		(m)	“Exchange Act” means the U.S. Securities
Exchange Act of 1934, as amended;



 


		(n)	“Expiry Date” means, with respect
to Share Units granted to a Participant, the date determined by the Company for such purpose for such grant, which date shall
be no later than the date which is two years after the Participant’s Termination Date and shall, in all cases, be in compliance
with the requirements pertaining to the exception to the application of the salary deferral arrangement rules in paragraph 248(1)(k)
of the Income Tax Act (Canada), as such section may be amended or re- enacted from time to time;



 


		(o)	“Fiscal Year” means a fiscal year
of the Company;



 


		(p)	“Grant Agreement” means an agreement
between the Company and a Participant under which Share Units are granted, together with such amendments, deletions or changes
thereto as are permitted under the Plan;



 


		(q)	“Grant Date” of a Share Unit means
the date a Share Unit is granted to a Participant under the Plan;



 


		(r)	“Insider” has the meaning provided
for purposes of the TSX relating to Security Based Compensation Arrangements;



 




     


     


    

 


		(s)	“Insider Limit” has the meaning given
such term in section 0;



 


		(t)	“Joint Actor” means a person acting
“jointly or in concert with” another person within the meaning of Section 96 of the Securities Act (British Columbia)
or as such section may be amended or re-enacted from time to time;



 


		(u)	“Market Value” with respect to a Share
as at any date means the volume-weighted average price of the Shares traded on the TSX for the five (5) trading days on which
a board lot was traded immediately preceding such date (or, if the Shares are not then listed and posted for trading on the TSX,
on such stock exchange on which the Shares are then listed and posted for trading as may be selected for such purpose by the Company).
In the event that the Shares are not listed and posted for trading on any stock exchange, the Market Value shall be the Market
Value of the Shares as determined by the Board in its discretion, acting reasonably and in good faith;



 


		(v)	“Participant” means a bona fide full-time
or part-time Employee, an Eligible Consultant or a director who, in any such case, has been designated by the Company for participation
in the Plan;



 


		(w)	“Payout Date” means a date selected
by the Company, in accordance with and as contemplated by Sections 3.2, 6.1 and 7.1;



 


		(x)	“Plan” means this 2014 Restricted
Share Unit Plan;



 


		(y)	“Reorganization” means any (i) capital
reorganization, (ii) merger, (iii) amalgamation, or (iv) arrangement or other scheme of reorganization;



 


		(z)	“Rule 16b-3” means Rule 16b-3 promulgated
by the Securities and Exchange Commission under the Exchange Act or any successor rule or regulation;



 


		(aa)	“Section 409A” means Section 409A
of the U.S. Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder as in effect from time
to time;



 


		(bb)	“Securities Act” means the U.S. Securities
Act of 1933, as amended;



 


		(cc)	“Security
                                         Based Compensation Arrangement” has the meaning defined in the provisions of
                                         the TSX Company Manual relating to security based compensation arrangements;



 


		(dd)	“Shareholders” means the holders of
Shares;



 


		(ee)	“Shares” mean common shares of the
Company and includes any securities of the Company into which such common shares may be converted, reclassified, redesignated,
subdivided, consolidated, exchanged or otherwise changed, pursuant to a Reorganization or otherwise;



 


		(ff)	“Share Unit” means a unit credited
by means of an entry on the books of the Company to a Participant pursuant to the Plan, representing the right to receive, subject
to and in accordance with the Plan, for each Vested Share Unit one Share or cash equal to the Market Value of one Share, at the
time, in the manner, and subject to the terms, set forth in the Plan and the applicable Grant Agreement;



 


		(gg)	“Share Unit Limit” has the meaning given
such term in section 0;



 




     


     


    

 


		(hh)	“Stock Exchange Rules” means the applicable
rules of any stock exchange upon which Shares are listed;



 


		(ii)	“Termination Date” means the date
on which a Participant ceases, for any reason including resignation, termination, death or disability, to be an active Employee,
an Eligible Consultant, or a director, as the case may be, and, in the case of a Participant who is an Employee, where the employment
is terminated by the Employer, whether wrongful or for cause or otherwise, such date shall be the date notice of termination is
provided and, in the case of a Participant who is an Eligible Consultant, the date the written contract between the Eligible Consultant
and the Company or any Designated Subsidiary is terminated or expires and the Eligible Consultant no longer provides services
thereunder;



 


		(jj)	“TSX” means the Toronto Stock Exchange;
and



 


		(kk)	“Vested Share Units” shall mean Share
Units in respect of which all vesting terms and conditions set forth in the Plan and the applicable Grant Agreement have been
either satisfied or waived in accordance with the Plan.



 


		2.2	In this Plan, unless the context requires otherwise,
words importing the singular number may be construed to extend to and include the plural number, and words importing the plural
number may be construed to extend to and include the singular number.



 


		3.	GRANT OF SHARE UNITS AND TERMS



 


		3.1	The Company may grant Share Units to such Participant
or Participants in such number and at such times as the Company may, in its sole discretion, determine, as a bonus or similar
payment in respect of services rendered by the Participant for a Fiscal Year or otherwise as compensation, including as an incentive
for future performance by the Participant.



 


		3.2	In granting any Share Units pursuant to Section 3.1,
the Company shall designate:



 


		(a)	the number of Share Units which are being granted to
the Participant;



 


		(b)	any time based conditions as to vesting of the Share
Units to become Vested Share Units;



 


		(c)	the Payout Date, which shall in no event be later than
the Expiry Date and, unless otherwise determined on the Grant Date, shall be the third anniversary of the Grant Date; and



 


		(d)	the Expiry Date;



 


which shall
be set out in the Grant Agreement.


 


		3.3	The conditions may relate to all or any portion of the
Share Units in a grant and may be graduated such that different percentages of the Share Units in a grant will become Vested Share
Units depending on the extent of satisfaction of one or more such conditions. The Company may, in its discretion and having regard
to the best interests of the Company, subsequent to the Grant Date of a Share Unit, waive any resulting conditions, provided that
the waiver of such conditions will not accelerate the time of payment with respect to such Share Units, and the payout will occur
on the Payout Date as set forth in the Grant Agreement or pursuant to Sections 7.1 or 8.3 of the Plan, if applicable.



 




     


     


    

 


		4.	GRANT AGREEMENT



 


		4.1	Each grant of a Share Unit will be set forth in a Grant
Agreement containing terms and conditions required under the Plan and such other terms and conditions not inconsistent herewith
as the Company may, in its sole discretion, deem appropriate.



 


		5.	SHARE UNIT GRANTS AND ACCOUNTS



 


		5.1	An Account shall be maintained by the Company for each
Participant. On the Grant Date, the Account will be credited with the Share Units granted to a Participant on that date.



 


		6.	PAYOUTS



 


		6.1	On each Payout Date, the Participant shall be entitled
to receive, and the Company shall issue or provide, a payout with respect to those Vested Share Units in the Participant’s
Account to which the Payout Date relates, in one of the following forms:



 


		(a)	subject to shareholder approval of this Plan and the
limitations set forth in Section 11.2 below, Shares issued from treasury equal in number to the Vested Share Units in the Participant’s
Account to which the Payout Date relates, subject to any applicable deductions and withholdings;



 


		(b)	subject to and in accordance with any Applicable Law,
Shares purchased by an independent administrator of the Plan in the open market for the purposes of providing Shares to Participants
under the Plan equal in number to the Vested Share Units in the Participant’s Account to which the Payout Date relates,
subject to any applicable deductions and withholdings;



 


		(c)	the payment of a cash amount to a Participant on the
Payout Date equal to the number of Vested Share Units in respect of which the Company makes such a determination, multiplied by
the Market Value on the Payout Date, subject to any applicable deductions and withholdings; or



 


		(d)	any combination of the foregoing,



 


as determined
by the Company, in its sole discretion.


 


		6.2	No fractional Shares shall be issued and any fractional
entitlements will be rounded down to the nearest whole number.



 


		6.3	Shares issued by the Company from treasury under Section
6.1(a) of this Plan shall be considered fully paid in consideration of past service that is no less in value than the fair equivalent
of the money the Company would have received if the Shares had been issued for money.



 


		6.4	The Company or a Designated Subsidiary may withhold from
any amount payable to a Participant, either under this Plan, or otherwise, such amount as may be necessary so as to ensure that
the Company or the Designated Subsidiary will be able to comply with the applicable provisions of any federal, provincial, state
or local law relating to the withholding of tax or other required deductions, including on the amount, if any, includable in the
income of a Participant. Each of the Company or a Designated Subsidiary shall also have the right in its discretion to satisfy
any such withholding tax liability by retaining, acquiring or selling on behalf of a Participant any Shares which would otherwise
be issued or provided to a Participant hereunder.



 




     


     


    

 


		7.	CHANGE OF CONTROL



 


		7.1	Notwithstanding the conditions as to vesting of Share
Units contained in any individual Grant Agreement, all outstanding Share Units shall become Vested Share Units on any Change of
Control and, except as otherwise provided in Section 16 hereof, the Payout Date in connection with such Vested Share Units shall,
notwithstanding any provisions in the Grant Agreement, be accelerated to the date of such Change of Control and the Company shall,
as soon as practicable following such Change of Control, issue or provide Shares or make payments to such Participants with respect
to such Vested Share Units in accordance with Section 6.



 


		8.	TERMINATION OF EMPLOYMENT AND FORFEITURES



 


		8.1	Unless otherwise determined by the Company pursuant to
Section 8.2, on a Participant’s Termination Date, any Share Units in a Participant’s Account which are not Vested
Share Units shall terminate and be forfeited.



 


		8.2	Notwithstanding Section 8.1, where a Participant ceases
to be an Employee as a result of the termination of his or her employment without cause, then in respect of each grant of Share
Units made to such Participant, at the Company’s discretion, all or a portion of such Participant’s Share Units may
be permitted to continue to vest, in accordance with their terms, during any statutory or common law severance period or any period
of reasonable notice required by law or as otherwise may be determined by the Company in its sole discretion.



 


		8.3	Except as otherwise provided in Section 16, in the event
a Participant’s Termination Date is prior to the Payout Date with respect to any Vested Share Units in such Participant’s
Account, the Payout Date with respect to such Vested Share Units shall, notwithstanding any provision in the Grant Agreement,
be accelerated to the Participant’s Termination Date and the Company shall, as soon as practicable following such Termination
Date, issue or provide Shares or make payment to such Participant, or Beneficiary thereof, as applicable, with respect to such
Vested Share Units in accordance with Section 6.



 


		9.	FORFEITED UNITS



 


		9.1	Notwithstanding any other provision of the Plan or a
Grant Agreement, Share Units granted hereunder shall terminate on, if not redeemed or previously terminated and forfeited in accordance
with the Plan, and be of no further force and effect after, the Expiry Date.



 


		10.	ALTERATION OF NUMBER OF SHARES SUBJECT TO THE PLAN



 


		10.1	In the event that the Shares shall be subdivided or consolidated
into a different number of Shares or a distribution shall be declared upon the Shares payable in Shares, the number of Share Units
then recorded in the Participant’s Account shall be adjusted by replacing such number by a number equal to the number of
Shares which would be held by the Participant immediately after the distribution, subdivision or consolidation, should the Participant
have held a number of Shares equal to the number of Share Units recorded in the Participant’s Account on the record date
fixed for such distribution, subdivision or consolidation.



 


		10.2	In the event there shall be any change, other than as
specified in Section 10.1, in the number or kind of outstanding Shares or of any shares or other securities into which such Shares
shall have been changed or for which they shall have been exchanged, pursuant to a Reorganization or otherwise, then there shall
be substituted for each Share referred to in the Plan or for each share into which such Share shall have been so changed or exchanged,
the kind of securities into which each outstanding Share shall be so changed or exchanged and an equitable adjustment shall be
made, if required, in the number of Share Units then recorded in the Participant’s Account, such adjustment, if any, to
be reasonably determined by the Committee and to be effective and binding for all purposes.



 




     


     


    

 


		10.3	In the case of any such substitution, change or adjustment
as provided for in this Section10, the variation shall generally require that the aggregate Market Value of the Share Units then
recorded in the Participant’s Account prior to such substitution, change or adjustment will be proportionately and appropriately
varied so that it be equal to such aggregate Market Value after the variation.



 


		11.	RESTRICTIONS ON ISSUANCES



 


		11.1	Share Units may be granted by the Company in accordance
with this Plan provided the aggregate number of Shares issuable pursuant to Share Units from time to time shall not exceed 3%
of the number of issued and outstanding Shares from time to time (the “Share Unit Limit”).



 


		11.2	The maximum number of Shares issuable to Insiders pursuant
to Section 6.1(a) of the Plan, together with any Shares issuable pursuant to any other Security Based Compensation Arrangement,
at any time, shall not exceed 10% of the total number of outstanding Shares. The maximum number of Shares issued to Insiders pursuant
to Section 6.1(a) of the Plan, together with any Shares issued pursuant to any other Security Based Compensation Arrangement,
within any one year period, shall not exceed 10% of the total number of outstanding Shares (the “Insider Limit”).



 


		12.	AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN



 


		12.1	Until such time as the Company receives shareholder approval
of the issuances from treasury contemplated in Section 6.1(a), the Plan may be amended, suspended or terminated at any time by
the Board in whole or in part. No amendment of the Plan shall, without the consent of the Participants affected by the amendment,
or unless required by Applicable Law, adversely affect the rights accrued to such Participants with respect to Share Units granted
prior to the date of the amendment.



 


		12.2	Following shareholder approval of any issuances from
treasury as contemplated by Section 6.1(a), the Company may, without notice, at any time and from time to time, and without shareholder
approval, amend the Plan or any provisions thereof in such manner as the Company, in its sole discretion, determines appropriate,
including, without limitation:



 


		(a)	for the purposes of making formal minor or technical
modifications to any of the provisions of the Plan;



 


		(b)	to correct any ambiguity, defective provision, error
or omission in the provisions of the Plan;



 


		(c)	to change the vesting provisions of Share Units;



 


		(d)	to change the termination provisions of Share Units or
the Plan which does not entail an extension beyond the original Expiry Date of the Share Units;



 


		(e)	to make the amendments contemplated by Section 16.1(f);
or



 


		(f)	to make any amendments necessary or advisable because
of any change in Applicable Law;



 




     


     


    

 


provided, however, that:


 


		(g)	no such amendment of the Plan may be made without the
consent of each affected Participant in the Plan if such amendment would adversely affect the rights of such affected Participant(s)
under the Plan; and



 


		(h)	shareholder approval shall be obtained in accordance
with the requirements of the TSX for any amendment that results in:



 


		(i)	an increase Share Unit Limit;



 


		(ii)	an extension of the Expiry Date for Share Units granted
to Insiders under the Plan;



 


		(iii)	other types of compensation through Share issuance;



 


		(iv)	an expansion of the rights of a Participant to assign
Share Units other than as set forth in Section 15.2;



 


		(v)	the addition of additional categories of Participants
(other than as contemplated by Section 10);



 


		(vi)	an amendment to the definition of Market Value benefitting
an Insider;



 


		(vii)	a change to sections 0 or 0 hereof; or



 


		(viii)	an amendment to remove or exceed the Insider Limit.



 


		12.3	If the Company terminates the Plan, Share Units previously
credited shall, at the discretion of the Company, either (a) be settled immediately in accordance with the terms of the Plan in
effect at such time, or (b) remain outstanding and in effect and settled in due course in accordance with the applicable terms
and conditions, in either case without shareholder approval.



 


		13.	ADMINISTRATION



 


		13.1	Unless otherwise determined by the Board, the Plan shall
be administered by the Committee subject to Applicable Laws. The Committee shall have full and complete authority to interpret
the Plan, to prescribe such rules and regulations and to make such other determinations as it deems necessary or desirable for
the administration of the Plan. All actions taken and decisions made by the Committee shall be final, conclusive and binding on
all parties concerned, including, but not limited to, the Participants and their beneficiaries and legal representatives, each
Designated Subsidiary and the Company. All expenses of administration of the Plan shall be borne by the Company.



 


		13.2	The Company shall keep or cause to be kept such records
and accounts as may be necessary or appropriate in connection with the administration of the Plan and the discharge of its duties.
At such times as the Company shall determine, the Company shall furnish the Participant with a statement setting forth the details
of his or her Share Units including the Grant Date and the Vested Share Units and unvested Share Units held by each Participant.
Such statement shall be deemed to have been accepted by the Participant as correct unless written notice to the contrary is given
to the Company within 30 days after such statement is given to the Participant.



 




     


     


    

 


		13.3	The Company may, at its discretion, appoint one or more
persons or companies to provide services in connection with the Plan including without limitation, administrative and record-keeping
services.



 


		14.	BENEFICIARIES AND CLAIMS FOR BENEFITS



 


		14.1	Subject to the requirements of Applicable Law, a Participant
may designate in writing a Beneficiary to receive any benefits that are payable under the Plan upon the death of such Participant.
The Participant may, subject to Applicable Law, change such designation from time to time. Such designation or change shall be
in such form and executed and filed in such manner as the Company may from time to time determine.



 


		15.	GENERAL



 


		15.1	The transfer of an Employee from the Company to a Designated
Subsidiary, from a Designated Subsidiary to the Company or from a Designated Subsidiary to another Designated Subsidiary, shall
not be considered a termination of employment for the purposes of the Plan, nor shall it be considered a termination of employment
if a Participant is placed on such other leave of absence which is considered by the Company as continuing intact the employment
relationship.



 


		15.2	The Plan shall enure to the benefit of and be binding
upon the Company, its successors and assigns. The interest of any Participant under the Plan or in any Share Unit shall not be
transferable or assignable other than by operation of law, except, if and on such terms as the Company may permit, to a spouse
or minor children or grandchildren or a personal holding company or family trust controlled by a Participant, the sole shareholders
or beneficiaries of which, as the case may be, are any combination of the Participant, the Participant’s spouse, the Participant’s
minor children or the Participant’s minor grandchildren, and after his or her lifetime shall enure to the benefit of and
be binding upon the Participant’s Beneficiary, on such terms and conditions as are appropriate for such transferees to be
included in the class of transferees who may rely on a Form S-8 registration statement under the Securities Act to sell shares
received pursuant to the Share Unit.



 


		15.3	The Company’s grant of any Share Units or issuance
of any Shares hereunder is subject to compliance with Applicable Law applicable thereto. As a condition of participating in the
Plan, each Participant agrees to comply with all Applicable Law and agrees to furnish to the Company or a Designated Subsidiary
all information and undertakings as may be required to permit compliance with Applicable Law.



 


		15.4	A Participant shall not have the right or be entitled
to exercise any voting rights, receive any distribution or have or be entitled to any other rights as a Shareholder in respect
of any Share Units.



 


		15.5	Neither designation of an Employee as a Participant nor
the grant of any Share Units to any Participant entitles any Participant to the grant, or any additional grant, as the case may
be, of any Share Units under the Plan. Neither the Plan nor any action taken thereunder shall interfere with the right of the
Company or a Designated Subsidiary to terminate a Participant’s employment, or service under contract, at any time. Neither
any period of notice, if any, nor any payment in lieu thereof, upon termination of employment, wrongful or otherwise, shall be
considered as extending the period of employment for the purposes of the Plan.



 


		15.6	Participation in the Plan shall be entirely voluntary
and any decision not to participate shall not affect any Employee’s employment or any consultant’s contractual relationship
with the Company or a Designated Subsidiary.



 




     


     


    

 


		15.7	The Plan shall be an unfunded obligation of the Company.
Neither the establishment of the Plan nor the grant of any Share Units or the setting aside of assets by the Company (if, in its
sole discretion, it chooses to do so) shall be deemed to create a trust. The right of the Participant or Beneficiary to receive
payment pursuant to the Plan shall be no greater than the right of other unsecured creditors of the Company.



 


		15.8	This Plan is established under the laws of the Province
of British Columbia and the rights of all parties and the construction of each and every provision of the Plan and any Share Units
granted hereunder shall be construed according to the laws of the Province of British Columbia.



 


		16.	SECTION 409A



 


		16.1	It is intended that the provisions of this Plan comply
with Section 409A, and all provisions of this Plan shall be construed and interpreted in a manner consistent with the requirements
for avoiding taxes or penalties under Section 409A. Notwithstanding anything in the Plan to the contrary, the Company may provide
in the applicable Grant Agreement with respect to Share Units granted to Participants whose benefits under the Plan are or may
become subject to Section 409A, such terms and conditions as may be required for compliance with Section 409A. In addition, the
following will apply to the extent that a Participant’s Share Units are subject to Section 409A.



 


		(a)	Except as permitted under Section 409A, any Share Units,
or payment with respect to Share Units, may not be reduced by, or offset against, any amount owing by the Participant to the Company
or any Designated Subsidiary.



 


		(b)	If a Participant otherwise would become entitled to receive
payment in respect of any Share Units as a result of his or her ceasing to be an Employee, an Eligible Consultant or director
upon a Termination Date, any payment made on account of such person ceasing to be an Employee or Eligible Consultant shall be
made at that time only if the Participant has experienced a “separation from service” (within the meaning of Section
409A).



 


		(c)	If a Participant is a “specified employee”
(within the meaning of Section 409A) at the time he or she otherwise would be entitled to payment as a result of his or her separation
from service, any payment that otherwise would be payable during the six-month period following such separation from service will
be delayed and shall be paid on the first day of the seventh month following the date of such separation from service or, if earlier,
the Participant’s date of death.



 


		(d)	A Participant’s status as a specified employee
shall be determined by the Company as required by Section 409A on a basis consistent with the regulations under Section 409A and
such basis for determination will be consistently applied to all plans, programs, contracts, agreements, etc. maintained by the
Company that are subject to Section 409A.



 


		(e)	Each Participant, any beneficiary or the Participant’s
estate, as the case may be, is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed
on or for the account of such Participant in connection with this Plan (including any taxes and penalties under Section 409A),
and neither the Company nor any Designated Subsidiary or affiliate shall have any obligation to indemnify or otherwise hold such
Participant or beneficiary or the Participant’s estate harmless from any or all of such taxes or penalties.



 




     


     


    

 


		(f)	If and to the extent that Share Units would otherwise
become payable upon a Change of Control as defined in the Plan, such payment will occur at that time only if such change of control
also constitutes a “change in ownership”, a “change in effective control” or a “change in the ownership
of a substantial portion of the assets of the Company” as defined under Section 409A and applicable regulations (a “409A
Change in Control”). If a Change of Control as defined in the Plan is not also a 409A Change in Control, unless otherwise
permitted under Section 409A the time for the payment of Share Units will not be accelerated and will be payable pursuant to the
terms of the Plan and applicable Grant Agreement as if such Change of Control had not occurred.



 


		(g)	In the event that the Committee determines that any amounts
payable under the Plan will be taxable to a Participant under Section 409A prior to payment to such Participant of such amount,
the Company may (i) adopt such amendments to the Plan and Share Units and appropriate policies and procedures, including amendments
and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment
of the benefits provided by the Plan and Grant Agreement and/or (ii) take such other actions as the Company determines necessary
or appropriate to avoid or limit the imposition of an additional tax under Section 409A.



 


		(h)	In the event the Company terminates the Plan in accordance
with Section 12.3, the time and manner of payment of amounts that are subject to 409A will be made in accordance with the rules
under Section 409A. The Plan will not be terminated except as permitted under Section 409A. No change to the termination provisions
of Share Units or the Plan pursuant to Section 12.2(d) will be made except as permitted under Section 409A.



 


EFFECTIVE
DATE: September 6, 2018