Trillium Therapeutics Inc.: Exhibit 4.5 - Filed by newsfilecorp.com






TRILLIUM THERAPEUTICS INC. 
STOCK OPTION PLAN

Amended and Restated 
as of March 8, 2018

1.  Purpose of Plan

     The purpose of the Trillium
Therapeutics Inc. (the “Corporation”) Stock Option Plan (the
“Plan”) is to assist the Corporation in attracting, retaining and
motivating directors, officers, consultants and employees of the Corporation and
its subsidiaries and to closely align the personal interests of such directors,
officers, employees and consultants with those of the shareholders of the
Corporation by providing them with the opportunity, through options
(“Options”), to acquire common shares (“Common Shares”) in the
capital of the Corporation. 

2.  Administration

     The Plan shall be administered by
the Board of Directors of the Corporation which shall have full and final
authority and discretion, subject to the express provisions of the Plan, to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to it and to make all other determinations deemed necessary or
advisable for the administration of the Plan, subject to the rules and policies
of any exchange or quotation system upon which the Corporation’s Common Shares
are listed or quoted including the Toronto Stock Exchange (“TSX”) and the
NASDAQ Stock Market (the “Exchange Rules”). The Board of Directors may
delegate any or all of its authority and discretion with respect to the
administration of the Plan to the committee of the Board of Directors to which
responsibility for executive compensation is delegated and when used hereafter
in the Plan, “Board of Directors” shall be deemed to include such
committee. 

3.  Number of Shares Under Plan 

     The number of authorized but
unissued Common Shares that may be issued upon the exercise of Options granted
under the Plan at any time, plus the number of Common Shares reserved for
issuance under outstanding Options otherwise granted by the Corporation
(collectively, the “Optioned Shares”) shall not exceed 3,894,501 Common
Shares. 

     Any exercise of Options will not
make new grants available under the Plan. However, if Options granted to an
individual under the Plan in respect of certain Optioned Shares expire or
terminate for any reason with or without having been exercised, such Optioned
Shares may be made available for other Options to be granted under the Plan.




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The following additional restrictions apply:

	 	(i) 	
      in no event shall Options be granted to an individual to
      purchase in excess of 5% of the total of the number of then issued and
      outstanding Common Shares and the number of Common Shares issuable upon
      due conversion of the issued and outstanding Preferred Shares of the
      Corporation in any 12 month period; and

	 	 	 
	 	(ii) 	
      the aggregate number of Common Shares issued to
      “reporting insiders” (as such term is defined in National Instrument
      55-104 - Insider Reporting Requirements and Exemptions) under the
      Plan or any other security-based compensation arrangement of the
      Corporation and its affiliates (“Security Based Compensation
      Arrangement”) within a one-year period, may not exceed 10% of the
      total combined number of issued and outstanding Common Shares and the
      number of Common Shares issuable upon due conversion of the issued and
      outstanding Preferred Shares



4.  Eligibility

     Options may be granted under the
Plan to such directors, officers, employees of, or consultants to, the
Corporation or its subsidiaries as the Board of Directors may from time to time
designate as participants (the “Participants”) under the Plan. Subject to
the provisions of the Plan, the total number of Optioned Shares to be made
available under the Plan and to each Participant, the time or times and price or
prices at which Options shall be granted, the time or times at which such
Options are exercisable and any conditions or restrictions on the exercise of
Options shall be in the full and final discretion of the Board of Directors.


     No Options shall be granted to
any Participant that is a non-employee director if such grant could result, at
any time, in (i) the aggregate number of Common Shares issuable to non-employee
directors under the Plan, or any other Security-Based Compensation Arrangement,
exceeding 1% of the issued and outstanding Common Shares and the number of
Common Shares issuable upon due conversion of the issued and outstanding
Preferred Shares; or (ii) an annual grant per non-employee director exceeding
$100,000 worth of Options. 

     Notwithstanding the expiration
date applicable to any Option, if an Option would otherwise expire during or
immediately after a Black-out Period, then the expiration date of such Option
shall be the tenth business day following the expiration of the Black-out
Period. Where used herein, “Black-out Period” means the period during
which the Corporation has imposed trading restrictions on its insiders and
certain other persons pursuant to its insider trading and disclosure policies.


5.  Terms and Conditions

     All Options under the Plan shall
be granted upon and subject to the terms and conditions hereinafter set forth.





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	 	(a) 	
      Exercise Price

	 	 	 
	 		
      The exercise price payable in respect of each Optioned
      Share may not be lower than the closing trading price of the Common Shares
      on the TSX or the NASDAQ Stock Market, as specified by the committee in
      the Option award (the “Exchange”) on the trading day immediately
      preceding the date of grant.

	 	 	 
	 	(b) 	
      Option Agreement

	 	 	 
	 		
      All Options granted under the Plan shall be evidenced by
      means of an agreement (the “Option Agreement”) between the
      Corporation and each Participant in a form as may be approved by the Board
      of Directors, such approval to be conclusively evidenced by the execution
      of the Option Agreement by any senior officer or director of the
      Corporation other than the Participant. The Corporation shall represent in
      each Option Agreement that the Participant is a bona fide director,
      officer, or employee of, or consultant to, the Corporation.

	 	 	 
	 	(c) 	
      Length of Grant and Vesting

	 	 	 
	 		
      Subject to Section 4, each Option granted under the Plan
      shall expire not later than the 10th anniversary of the date such Option
      was granted and may be exercised by the Participant subject to such
      vesting (if any), during the term thereof as the Board of Directors shall
      determine (“Option Period”).

	 	 	 
	 	(d) 	
      Non-Assignability of Options

	 	 	 
	 		
      An Option granted under the Plan shall not be
      transferable or assignable (whether absolutely or by way of mortgage,
      pledge or other charge) by a Participant other than to “permitted assigns”
      as such term is defined in National Instrument 45-106 - Prospectus
      Exemptions or by will or other testamentary instrument or the laws of
      succession and may be exercisable during the lifetime of the Participant
      only by such Participant.

	 	 	 
	 	(e) 	
      Right to Postpone Exercise

	 	 	 
	 		
      Each Participant, upon becoming entitled to exercise an
      Option in respect of any Optioned Shares in accordance with an Option
      Agreement, shall thereafter be entitled to exercise the Option to purchase
      such Optioned Shares at any time prior to the expiration or other
      termination of the Option Agreement or the Option rights granted
      thereunder in accordance with such agreement.

	 	 	 
	 	(f) 	
      Exercise and Payment

	 	 	 
	 		
      Any Option granted under the Plan may be exercised by a
      Participant or the legal representative of a Participant by giving notice
      to the Corporation specifying the number of Common Shares in respect of
      which such Option is being exercised, accompanied by payment (by cash or
      certified cheque payable to the Corporation) of the entire exercise price
      (determined in accordance with the Option
Agreement) for the number of Common Shares specified in the notice. Upon
any such exercise of an Option by a Participant, the Corporation shall promptly
deliver to such Participant or the legal representative of such Participant, as
the case may be, a share certificate in the name of such Participant or the
legal representative of such Participant, as the case may be, representing the
number of Common Shares specified in the notice. 








If the Corporation is required under
the Income Tax Act (Canada) or any other applicable law to remit to any
governmental authority an amount on account of tax on the value of any taxable
benefit associated with the exercise or disposition of Options by a Participant,
then the Participant shall, concurrently with the exercise or disposition:

	 	(i) 	
      pay to the Corporation, in addition to the exercise price
      for the Options, if applicable, sufficient cash as is determined by the
      Corporation to be the amount necessary to fund the required tax
      remittance;

	 	 	 
	 	(ii) 	
      where the Corporation so agrees, authorize the
      Corporation, on behalf of the Participant, to sell in the market on such
      terms and at such time or times as the Corporation determines such portion
      of the Common Shares being issued upon exercise of the Options as is
      required to realize cash proceeds in the amount necessary to fund the
      required tax remittance; or

	 	 	 
	 	(iii) 	
      make other arrangements acceptable to the Corporation to
      fund the required tax remittance.




	 	(g) 	
      Rights of Participants

	 	 	 
	 		
      The Participants shall have no rights whatsoever as
      shareholders in respect of any of the Optioned Shares (including, without
      limitation, any right to receive dividends or other distributions
      therefrom, voting rights, warrants or rights under any rights offering)
      other than in respect of Optioned Shares for which Participants have
      exercised their Option to purchase and which have been issued by the
      Corporation.

	 	 	 
	 	(h) 	
      Change of Control

	 	 	 
	 		
      The term “Change of Control” shall mean any one or
      a combination of:




	 	(i) 	
      any transaction at any time and by whatever means
      pursuant to which (A) the Corporation goes out of existence by any means,
      except for any corporate transaction or reorganization in which the
      proportionate voting power among holders of securities of the entity
      resulting from such corporate transaction or reorganization is
      substantially the same as the proportionate voting power of such holders
      of Corporation voting securities immediately prior to such corporate
      transaction or reorganization or (B) any Person or any group of two or
      more Persons acting jointly or in concert (other than the Corporation, a
      wholly-owned Subsidiary (as defined in the Securities Act
      (Ontario)) of the Corporation, an employee benefit plan
  of the Corporation or of any of its wholly-owned
      Subsidiaries, including the trustee of any such plan acting as trustee)
      hereafter acquires the direct or indirect “beneficial ownership” (as
      defined by the Business Corporations Act (Ontario)) of, or acquires
      the right to exercise control or direction over, securities of the
      Corporation representing 50% or more of the Corporation’s then issued and
      outstanding securities in any manner whatsoever, including, without
      limitation, as a result of a take-over bid, an exchange of securities, an
      amalgamation of the Corporation with any other entity, an arrangement, a
      capital reorganization or any other business combination or
  reorganization;








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	 	 	(ii) 	
      the sale, assignment or other transfer of all or
      substantially all of the assets of the Corporation to a Person other than
      a wholly-owned Subsidiary of the Corporation;

	 	 	 	 
	 	 	(iii) 	
      the dissolution or liquidation of the Corporation except
      in connection with the distribution of assets of the Corporation to one or
      more Persons which were wholly-owned Subsidiaries of the Corporation
      immediately prior to such event;

	 	 	 	 
	 	 	(iv) 	
      the occurrence of a transaction requiring approval of the
      Corporation’s shareholders whereby the Corporation is acquired through
      consolidation, merger, exchange of securities, purchase of assets,
      amalgamation, arrangement or otherwise by any Person other than a
      wholly-owned Subsidiary of the Corporation (and other than a short form
      amalgamation or exchange of securities with a wholly-owned Subsidiary of
      the Corporation); or

	 	 	 	 
	 	 	(v) 	
      the Board of Directors passes a resolution to the effect
      that, for the purposes of some or all of the Option Agreements, an event
      set forth in (i), (ii), (iii) or (iv) above has
occurred.



Notwithstanding any other provision of
the Plan, in the event of a Change of Control, any surviving, successor or
acquiring entity will assume any outstanding Options or will substitute similar
awards for the outstanding Options. If the surviving, successor or acquiring
entity does not assume the outstanding Options or substitute similar awards for
the outstanding Options, as determined by the Board of Directors in its sole
discretion, the Corporation will give written notice to all Participants
advising that the Plan will be terminated effective immediately prior to the
Change of Control and all Options will be deemed to be vested Options and may
make provision for the exercise of Options and tender of Common Shares in
connection with the Change of Control and may otherwise make provision for the
cash out or termination of Options that are not exercised within a specified
period of time.




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	 	(i) 	
      Alterations in Shares

	 	 	 
	 		
      In the event of a share dividend, share split, issuance
      of Common Shares or instruments convertible into Common Shares (other than
      pursuant to the Plan) for less than market value, share consolidation,
      share reclassification, exchange of Common Shares, recapitalization,
      amalgamation, merger, consolidation, corporate continuance,
      reorganization, liquidation or the like of or by the Corporation, the
      Board of Directors may make such adjustment, if any, of the number of
      Optioned Shares, or of the exercise price, or both, as it shall deem
      appropriate to give proper effect to such event, including to prevent, to
      the extent possible, substantial dilution or enlargement of rights granted
      to Participants under the Plan. In any such event, the maximum number of
      Common Shares available under the Plan may be appropriately adjusted by
      the Board of Directors.

	 	 	 
	 		
      Subject to Section 5(h) (in respect of a Change of
      Control), if because of a proposed merger, amalgamation or other corporate
      continuance or reorganization, the exchange or replacement of Common
      Shares in the Corporation for those in another corporation is imminent,
      the Board of Directors may, in a fair and equitable manner, determine the
      manner in which all unexercised Option rights granted under the Plan shall
      be treated including, for example, the time for the fulfilment of any
      conditions or restrictions on such exercise. All determinations of the
      Board of Directors under this paragraph (j) shall be full and
  final,




	 	(j) 	
      Termination for Cause

	 	 	 
	 		
      If a Participant is dismissed as a director, officer or
      employee of, or consultant to, the Corporation or one of its subsidiaries
      for cause (as such term is interpreted by the courts of Ontario from time
      to time, “Cause”), all unexercised Option rights of that
      Participant under the Plan shall immediately become terminated and shall
      lapse notwithstanding the original term of the Option granted to such
      Participant under the Plan.

	 	 	 
	 	(k) 	
      Retirement, Resignation or Termination without
    Cause

	 	 	 
	 		
      Subject to earlier termination pursuant to Section 5(j)
      above, if a Participant ceases to be a director, officer or employee of,
      or consultant to, the Corporation or of one of its subsidiaries as a
      result of:




	 	(i) 	
      retirement at the normal retirement age prescribed by the
      Corporation pension plan, if any;

	 	 	 
	 	(ii) 	
      resignation; or

	 	 	 
	 	(iii) 	
      termination without Cause;



such Participant shall have the right
until the earlier of: (i) 120 days (or such other longer period as may be
determined by the Board of Directors in its sole discretion or, if longer, the
period specified in the Participant’s employment contract) following the Participant’s last day of active employment
      which shall not include any period of statutory or reasonable notice or
      any period of deemed employment or salary continuance (“Termination
      Date”); and (ii) the normal expiry date of the Option rights of such
      Participant, to exercise the Option under the Plan with respect to all
      Optioned Shares of such Participant to the extent that they were
      exercisable on the Termination Date. Upon the expiration of such period,
      all unexercised Option rights of that Participant shall immediately become
      terminated and shall lapse notwithstanding the original term of the Option
granted to such Participant under the Plan.




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	 	(l) 	
      Disabled Participant

	 	 	 
	 		
      If a Participant ceases to be a director, officer or
      employee of, or consultant to, the Corporation or of one of its
      subsidiaries as a result of disability or illness preventing the
      Participant from performing the duties routinely performed by such
      Participant, such Participant shall have the right until the earlier of:
      (i) 180 days following the Termination Date; and (ii) the normal expiry
      date of the Option rights of such Participant, to exercise the Option
      under the Plan with respect to all Optioned Shares of such Participant to
      the extent they were exercisable on the Termination Date. Upon the
      expiration of such 180 day period all unexercised Option rights of that
      Participant shall immediately become terminated and shall lapse
      notwithstanding the original term of the Option granted to such
      Participant under the Plan.

	 	 	 
	 	(m) 	
      Deceased Participant

	 	 	 
	 		
      In the event of the death of any Participant, the legal
      representatives of the deceased Participant shall have the right until the
      earlier of: (i) one year after the date of death of the Participant; and
      (ii) the normal expiry date of the Option rights of such Participant, to
      exercise the deceased Participant’s Option with respect to all of the
      Optioned Shares of the deceased Participant to the extent they were
      exercisable on the date of death. Upon the expiration of such period all
      unexercised Option rights of the deceased Participant shall immediately
      become terminated and shall lapse notwithstanding the original term of the
      Option granted to the deceased Participant under the Plan.

	 	 	 
	 	(n) 	
      Termination without Cause Following a Change of
      Control

	 	 	 
	 		
      Notwithstanding anything in the Plan to the contrary, if
      the employment of a Participant is terminated by the Corporation (or its
      successor, if applicable) without cause or if the Participant resigns in
      circumstances constituting constructive dismissal, in each case, within 24
      months following a Change of Control all of the Participant’s Options,
      will vest immediately prior to the Termination Date. All vested Options
      may be exercised until the earlier of: (i) 120 days (or such other longer
      period as may be determined by the Board of Directors in its sole
      discretion) following the Termination Date; or (ii)the normal expiry date
      of the Option rights of such Participant. Upon the expiration of such
      period, all unexercised Option rights of that Participant shall immediately become terminated
and shall lapse notwithstanding the original term of the Option granted to such
Participant under the Plan.








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6.  Amendment and Discontinuance of Plan

     The Board of Directors has the
discretion to make amendments to this Plan and any Options granted hereunder
which it may deem necessary, without having to obtain shareholder approval. Such
changes include, without limitation:

	 	(i) 	
      minor changes of a “housekeeping” nature;

	 	 	 
	 	(ii) 	
      amending Options under the Plan, including with respect
      to the Option Period (provided that the period during which an Option is
      exercisable does not exceed ten years from the date the Option is granted
      and does not deal with an extension of the Option Period)), vesting
      period, exercise method and frequency, and method of determining the
      exercise price, assignability and effect of termination of a Participant’s
      employment or cessation of the Participant’s directorship;

	 	 	 
	 	(iii) 	
      changing the class of Participants eligible to
      participate under the Plan;

	 	 	 
	 	(iv) 	
      except as provided below, changing the terms and
      conditions of any financial assistance which may be provided by the
      Corporation to Participants to facilitate the purchase of Common Shares
      under the Plan; and

	 	 	 
	 	(v) 	
      adding a cashless exercise feature, payable in cash or
      securities, provided that a cashless exercise will result in a full
      deduction of the number of underlying Common Shares from the Plan
      reserve.



     Shareholder approval will be
required in the case of: (i) any amendment to the amendment provisions of the
Plan; (ii) any increase in the maximum number of Common Shares issuable under
the Plan; (iii) amendments that may permit the introduction or re-introduction
of non-employee directors on a discretionary basis or amendments that increase
limits previously imposed on non-employee director participation; (iv) any
amendment which would permit Options granted under the Plan to be transferable
or assignable other than as set forth in Section 5(d) and for normal estate
settlement purposes, (v) the addition of any form of financial assistance, (vi)
any amendment to a financial assistance provision that is more favourable to
participants, (vii) any amendment to the insider participation limits set forth
in Section 3(ii), and (viii) any reduction in the exercise price or extension of
the Option Period (other than as a result of a Blackout Period extension), in
addition to such other matters that may require shareholder approval under the
Exchange Rules. 

7.  No Further Right

     Nothing contained in the Plan nor
in any Option granted hereunder shall give any Participant or any other person
any interest or title in or to any Common Shares of the Corporation or any
rights as a shareholder of the Corporation or any other legal or equitable right
against the Corporation whatsoever other than as set forth in the Plan and
pursuant to the exercise of any Option, nor shall it confer upon the
Participants any right to continue as an officer or employee of the Corporation
or of its subsidiaries. 




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8.  Compliance with Laws

     The obligations of the
Corporation to sell Common Shares and deliver share certificates under the Plan
are subject to such compliance by the Corporation and the Participants with all
applicable corporate and securities laws and Exchange Rules as the Corporation
deems necessary or advisable.