Sand Technology Inc.: Exhibit 4.14 - Filed by newsfilecorp.com






FMD DRAFT

  2010-10-12

SAND TECHNOLOGY INC. 

  2010 STOCK INCENTIVE PLAN

1.         
  Definitions

For the purposes hereof and unless the context otherwise
requires: 

“Agreement” means the written agreement between the
Company and any Optionee or Grantee evidencing the grant of an Option or any
Award and setting forth the terms thereof; 

“Award” means a grant of Restricted Stock, a Share Award
or any or all of them; 

“Blackout Period” means any period during which a policy
of the Issuer or applicable law prevents an Optionee from exercising an Option;


“Board” means the Board of Directors of the Issuer; 

“Business Day” means a day of the week other than a
Saturday, Sunday or a legal holiday recognized as such either in the Province of
Quebec, or in the place where the concerned Optionee is normally resident; 

“Change in Capitalization” means any increase or
reduction in the number of Shares, or any change (including, but not limited to,
in the case of a spin-off, dividend, or other distribution in respect of Shares,
a change in value) in the Shares or exchange of Shares for a different number or
kind of shares or other securities of the Issuer or another corporation, by
reason of a reclassification, recapitalization, merger, consolidation,
amalgamation, reorganization, spin-off, stock dividend, stock split, reverse
stock split, change in corporate structure or similar corporate change; 

“Change in Control” means, except as otherwise provided
in an Agreement to comply with Section 409A of the Code, (i) a merger,
amalgamation, consolidation, reorganization, combination or exchange of shares
or any other similar corporate change to which the Issuer is a party and
following which the shareholders of the Issuer prior to such corporate change do
not have the voting power to elect a majority of the members of the Board of
Directors of the resulting entity, (ii) any person becoming the beneficial
owner, directly or indirectly, of more than 50% of any class in the share
capital of the Issuer or of shares having more than 50% of the aggregate voting
power in the share capital of the Issuer, or (iii) a sale or transfer of all or
substantially all of the assets of the Issuer (in one transaction or a series of
related transactions) to an entity that is not a Subsidiary; 

“Code” means the U.S. Internal Revenue Code of 1986, as
amended; 

“Committee” means the Governance, Nomination, Human
Resources and Compensation Committee of the Board or any other committee
appointed by the Board to administer, or provide recommendations with respect to
the administration of, the Plan; 

“Consultant” means any natural person (other than an
Employee, an Executive Officer or a Director) that (a) is engaged to provide
services to the Issuer, other than services provided in relation to a “distribution” (as defined under applicable
Canadian securities legislation), and the services are not 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 Issuer’s securities
(b) provides the services under a written contract with the Issuer, and (c)
spends or will spend a significant amount of time and attention on the affairs
and business of the Issuer; 




- 2 -

“Director” means any individual who is a member of the
Board; 

“Eligible Individual” means a Director, an Employee, an
Executive Officer or a Consultant; 

“Employee” means any individual who is an employee of
the Issuer or any of its Subsidiaries; 

“Executive Officer” means any individual who is (i) a
chair, vice-chair or president of the Issuer or a Subsidiary, (ii) a
vice-president in charge of a principal business unit, division or function
(including sales, finance or production) of the Issuer or a Subsidiary, or (iii)
performing a policy-making function in respect of the Issuer or a Subsidiary;


“Grantee” means an Eligible Individual to whom an Award
has been granted under the Plan; 

“Issuer” means SAND Technology Inc., a corporation
existing under the Canada Business Corporations Act, or its successor;


“Option” means an option to purchase Shares granted
under the Plan; 

“Optionee” means an Eligible Individual to whom an
Option has been granted under the Plan; 

“Option Period” has the meaning given to that expression
in Subsection 6(b) hereof; 

“Plan” means this 2010 Stock Incentive Plan; 

“Restricted Stock” means Shares issued or transferred to
an Eligible Individual pursuant to Section 7 hereof; 

“Share Award” means an Award of Shares granted pursuant
to Section 8 hereof; 

“Shares” means the Class A common shares in the
  share capital of the Issuer; and 

“Subsidiary” means any person that is
  controlled, directly or indirectly, by the Issuer. 

2.         
Purpose of the Plan 

The purpose of this Plan is to further the growth, development
and financial success of the Issuer and its Subsidiaries by aligning the
personal interests of Employees, Executive Officers, Directors and Consultants,
through equity participation, to those of the Issuer. The Plan is further
intended to provide flexibility to the Issuer in its ability to compensate
Employees, Executive Officers, Directors and Consultants and to motivate,
attract and retain the services of such Employees, Executive Officers, Directors
and Consultants who have the ability to enhance the value of the Issuer and its
Subsidiaries. 




- 3 -

3.         
  Administration

The Plan shall be administered by the Board. The Board shall
have the ultimate power and authority to operate, interpret, manage, administer
and make determinations under or relevant to the Plan on behalf of the Issuer.
This power and authority includes, without limitation, the power and authority:


	 	(a) 	
      to determine the time or times when Awards and Options
      are granted under the Plan and to select Eligible Individuals entitled to
      receive Awards and Options from time to time;

	 	 	 
	 	(b) 	
      to determine the terms and conditions of the Awards and
      Options (including the number of Shares subject to each Award and Option,
      the vesting conditions (if any) and, in the case of Options, the exercise
      price and the Option Period for such Options);

	 	 	 
	 	(c) 	
      to waive or modify the terms, conditions, restrictions
      and forfeitures of Awards and Options, in whole or in part, for such
      periods and for such Eligible Individuals, and on such terms, consistent
      with the Plan, as it shall determine; and

	 	 	 
	 	(d) 	
      to delegate to Management of the Issuer the day-to-day
      administration of the Plan and to delegate to other persons the
      responsibility for performing appropriate functions in furtherance of the
      purpose of the Plan.



The determinations, designations, decisions and interpretations
of the Board shall be binding and final. The Committee shall make
recommendations to the Board in relation to the Plan and to grants of Options.


4.         
  Eligible Participants

Awards and Options may be granted to Eligible Individuals
selected by the Board in its sole and absolute discretion. 

5.         
  Shares Subject to the Plan

The number of Shares that may be made the subject of Awards or
Options under the Plan shall not exceed 3,000,000 Shares, subject to adjustments
made pursuant to Section 9. In connection with the granting of an Award or
Option, the number of Shares available under this Section 5 for the granting of
further Awards or Options shall be reduced by the number of Shares in respect of
which the Award or Option is granted or denominated. Whenever any outstanding
Award or Option or portion thereof expires, is cancelled, is settled in cash, or
is otherwise terminated for any reason without having been exercised or payment
having been made in respect of the entire Award or Option, the Shares applicable
to the expired, cancelled, settled, or otherwise terminated portion of the Award
or Option may again be the subject of Awards or Options granted hereunder. 




- 4 -

6.         
  Options

The Board, from time to time, subject to the terms and
provisions of the Plan, may grant to any Eligible Individual an Option, which
shall be evidenced by an Agreement. Each Agreement shall contain such
restrictions, terms and conditions as the Board may, in its sole and absolute
discretion, determine and, without limiting the generality of the foregoing,
such Agreements shall indicate the number of Shares covered by the Option, the
exercise price, the Option Period and the vesting conditions (if any). Options
shall be subject to the following terms and provisions: 

	 	(a) 	
      Exercise Price. The price at which Shares may be
      purchased under the Plan shall be determined by the Board on the date an
      Option is granted, provided that such price may not be less than US$0.01
      per Share.

	 	 	 	 
	 	(b) 	
      Option Period. Each Option may be exercised during
      a period (the “Option Period”) determined by the Board on the
      recommendation of the Committee which shall not commence prior to the date
      of the grant of the Option and which shall terminate on or before the
      tenth anniversary of such date. All rights under an Option not exercised
      at the expiry of the Option Period shall lapse.

	 	 	 	 
	 		
      Notwithstanding the foregoing provisions of this
      Subsection (b):

	 	 	 	 
	 		(i) 	
      if the employment of an Optionee (other than a Director)
      is terminated by mutual agreement or by the Issuer or one of its
      Subsidiaries or if the contract of a Consultant terminates at its normal
      termination date or is terminated by the Issuer or one of its Subsidiaries
      before its normal termination date, the Optionee shall be entitled to
      exercise his/her vested Options then outstanding within 90 days of the
      date of termination of employment or termination of the consulting
      contract in the case of a Consultant or as confirmed in any settlement
      agreement (which shall be subject to the Board’s approval on the
      recommendation of the Committee), and all of his/her rights under unvested
      Options outstanding on the date of termination, if any, shall
  lapse;

	 	 	 	 
	 		(ii) 	
      if an Optionee (other than a Director) resigns, the
      Optionee shall be entitled to exercise his/her vested Options then
      outstanding within 90 days of the date of his/her last working day, and
      all of his/her rights under unvested Options outstanding on the date of
      his/her last working day, if any, shall lapse;

	 	 	 	 
	 		(iii) 	
      if a Consultant terminates his/her consulting contract
      before its normal termination date, the Optionee shall be entitled to
      exercise his/her vested Options then outstanding within 90 days of the
      termination of the consulting contract, and all of his/her rights under
      unvested Options outstanding on the date of termination of the consulting
      contract, if any, shall lapse;

	 	 	 	 
	 		(iv) 	
      the estate, succession, heirs or legal representatives of
      a deceased Optionee (for the purposes of this paragraph, the
      “Estate”) shall earn one day of extension for every three days of the deceased
      Optionee’s employment with the Issuer, for a minimum of 180 days and up to
      a maximum of three years of extension (for the purposes of this paragraph,
      the “Estate Extension Period”) which shall accrue pro rata,
      day by day; the Estate shall be entitled to exercise the vested Options
      outstanding at the time of the Optionee’s death within the later of (A)
      180 days of the Optionee’s death, or (B) an extended period, if any,
      ending on the earlier of (1) the date on which the Estate Extension Period
      ends, or (2) the day that the Option Period expires; and all of the
      deceased Optionee’s rights under unvested Options outstanding on the date
  of the Optionee’s death, if any, shall lapse;








- 5 -

	 	(v) 	
      an Optionee (other than a Director) who retires (for the
      purposes of this paragraph, a “Retiree”) shall earn one day of
      extension for every three days of employment with the Issuer, for a
      minimum of 90 days and up to a maximum of three years of extension (for
      the purposes of this paragraph, the “Extension Period”) which shall
      accrue pro rata, day by day; Retirees shall be entitled to exercise
      the vested Options then outstanding, as the case may be within the later
      of (i) 90 days of the date of retirement or (ii) an extended period, if
      any, ending on the earlier of (A) the date on which the Extension Period
      ends, (B) the day that the Option Period expires, or (C) the day on which
      the Optionee ceases to be retired for the purposes of this Subsection (b);
      and all of his/her rights under unvested Options outstanding on the date
      of retirement, if any, shall lapse;

	 	 	
       

	 	(vi) 	
      an Optionee who is a Director shall earn one day of
      extension for every three days of service on the Corporation’s Board of
      Directors, for a minimum of 90 days and up to a maximum of three years of
      extension (for the purposes of this paragraph, the “Director’s
      Extension Period”) which shall accrue pro rata, day by day; if
      an Optionee ceases to be a Director for any reason whatsoever, such
      Optionee shall be entitled to exercise the vested Options then
      outstanding, as the case may be within the later of (i) 90 days of the
      date of termination of Board service, or (ii) an extended period, if any,
      ending on the earlier of (A) the date on which the Director’s Extension
      Period ends, or (B) the day that the Option Period expires; and all of
      his/her rights under unvested Options outstanding on the date of
      termination of Board service, if any, shall
lapse.





	 		
      For the purposes of this Subsection (b), “to retire” or
      “retirement” means that the Optionee has ceased to be a regular Employee,
      provided that the Optionee is either no longer gainfully employed, or
      following the cessation of employment, the Optionee is gainfully employed
      and pursues activities in a business that is not a direct competitor of
      the Issuer, as determined by the Board in its sole discretion.

	 	 	 
	 	(c) 	
      Blackout Periods. If the date on which an Option
      expires occurs during a Blackout Period or within 10 Business Days after
      the last day of a Blackout Period, the date of expiry of such Option will
      be the last day of such 10 Business Day
period.







- 6 -

	 	(d) 	
      Exercise of Option. A vested Option may be
      exercised in whole at any time or in part from time to time during the
      Option Period, by delivery of a written notice by the Optionee to the
      Corporate Secretary of the Issuer specifying the number of Shares with
      respect to which the Option is being exercised and indicating the address
      to which the certificate representing such Shares must be delivered. Such
      notice shall be accompanied by a certified cheque in the amount of the
      exercise price payable to the order of the Issuer. The Issuer shall cause
      a certificate for the number of Shares indicated in the Optionee’s notice
      to be issued in the name of the Optionee and delivered to the address
      indicated in the notice no later than 10 Business Days following receipt
      of the notice and full payment of the exercise price.

	 	 	 
	 	(e) 	
      Option Unassignable. The Optionee may not assign,
      pledge or encumber any Option nor any interest therein other than by will
      or under the law of succession.

	 	 	 
	 	(f) 	
      No Shareholder Rights; No Right to Options. An
      Optionee shall not have any rights as a shareholder of the Issuer with
      respect to any of the Shares covered by his/her Option until the Optionee
      has become the registered holder of such Shares. No person shall have any
      claim or right to be granted an Option solely by virtue of this Plan. A
      person receiving an Option shall not have the right to receive another
      Option by virtue of such receipt.

	 	 	 
	 	(g) 	
      Change in Control. In the event of any Change in
      Control, all Options outstanding shall become immediately exercisable for
      the full number of Shares subject to such Options regardless of any
      vesting or exercise schedule otherwise specified for such Options, and
      Optionees shall be entitled to at least 20-day prior written notice, and
      the opportunity to exercise such rights, before any transaction in
      connection with the Change in Control may defeat or nullify the economic
      benefit of such Options.



7.         
  Restricted Stock

The Board, from time to time, subject to the terms and
provisions of the Plan, may grant to any Eligible Individual an Award of
Restricted Stock, which shall be evidenced by an Agreement. Each Agreement shall
contain such restrictions, terms and conditions as the Board may, in its sole
and absolute discretion, determine and, without limiting the generality of the
foregoing, such Agreements may require that an appropriate legend be placed on
Share certificates. Awards of Restricted Stock shall be subject to the following
terms and provisions: 

	 	(a) 	
      Rights of Grantee. Shares of Restricted Stock
      granted pursuant to an Award shall be issued in the name of the Grantee as
      soon as reasonably practicable after the Award is granted; provided that
      the Grantee has executed any and all documents which the Board may require
      as a condition to the issuance of such Shares, which may include an
      Agreement evidencing the Award, appropriate blank share transfer powers,
      and an escrow agreement. If a Grantee shall fail to execute any documents
      which the Board may require within the time period prescribed by the Board
      at the time the Award of Restricted Stock is granted, the Award shall be
      null and void. At the sole and absolute discretion of the Board, Shares
      issued in connection with an Award of Restricted Stock shall be
      deposited together with the share transfer powers with an escrow agent
      (which may be the Issuer) designated by the Board. Unless the Board
      determines otherwise as set forth in the Agreement, upon delivery of the
      Shares to the escrow agent, the Grantee shall have all of the rights of a
      shareholder with respect to such Shares, including the right to vote the
      Shares and to receive all dividends or other distributions paid or made
  with respect to the Shares.








- 7 -

	 	(b) 	
      Non-Transferability. Until all restrictions upon
      the Shares of Restricted Stock awarded to a Grantee shall have lapsed in
      the manner set forth in Subsection 7(c), such Shares shall not be sold,
      transferred or otherwise disposed of and shall not be pledged or otherwise
      hypothecated.

	 	 	 
	 	(c) 	
      Lapse of Restrictions. Restrictions upon Shares of
      Restricted Stock awarded hereunder shall lapse at such time or times and
      on such terms and conditions as the Committee may determine. The Agreement
      evidencing the Award shall set forth any such restrictions.

	 	 	 
	 	(d) 	
      Change in Control. Upon a Change in Control, the
      restrictions upon Shares of Restricted Stock shall lapse.

	 	 	 
	 	(e) 	
      Effect of Termination of Employment on Awards.
      Upon the termination of a Grantee’s employment with the Company and its
      Subsidiaries or the termination by a Consultant of his/her consulting
      contract before its normal termination date, in each case for any reason
      whatsoever, except as otherwise provided in an Agreement or, with the
      consent of such individual, as determined by the Board at any time prior
      to or after such termination, any Awards not then vested will
      terminate.

	 	 	 
	 	(f) 	
      Treatment of Dividends. At the time an Award of
      Shares of Restricted Stock is granted, the Board may, in its sole and
      absolute discretion, determine that the payment to the Grantee of
      dividends, or a specified portion thereof, declared or paid on such Shares
      by the Issuer shall be (i) deferred until the lapsing of the restrictions
      on such Shares and (ii) held by the Issuer for the account of the Grantee
      until such time. In the event that dividends are to be deferred, the Board
      shall determine whether such dividends are to be reinvested in Shares
      (which shall be held as additional Shares of Restricted Stock) or held in
      cash. If deferred dividends are to be held in cash, there may be credited
      interest on the amount of the account at such times and at a rate per
      annum as the Board, in its sole and absolute discretion, may determine.
      Payment of deferred dividends in respect of Shares of Restricted Stock
      (whether held in cash or as additional Shares of Restricted Stock),
      together with interest accrued thereon, if any, shall be made upon the
      lapsing of the restrictions on the Shares in respect of which the deferred
      dividends were paid, and any dividends deferred (together with any
      interest accrued thereon) in respect of any Shares of Restricted Stock
      shall be forfeited upon the forfeiture of such
Shares.








- 8 -

	 	(g) 	
      Delivery of Shares. Upon the lapse of the
      restrictions on Shares of Restricted Stock, the Board shall cause a share
      certificate to be delivered to the Grantee with respect to such Shares of
      Restricted Stock, free of all restrictions
hereunder.



8.         
  Share Awards

The Board, from time to time, subject to the terms and
provisions of the Plan, may grant to any Eligible Individual [other than a
Consultant] a Share Award on such terms and conditions as the Board may
determine in its sole and absolute discretion, which terms and conditions may be
set forth in an Agreement in respect of such grant [Note: US counsel to
explain rationale behind restriction for Consultants]. Share Awards may be
made as additional compensation for services rendered by such Eligible
Individual or may be in lieu of cash or other compensation to which such
Eligible Individual is entitled to receive from the Issuer or any Subsidiary.


9.         
Effect of Change in Common Shares Subject to the Plan 

In the event of any Change in Capitalization, the Board shall
determine the appropriate adjustments, if any, to (a) the maximum number of
Shares or other shares or securities with respect to Awards or Options may be
granted under the Plan, and (b) the number and class of Shares or other shares
or securities which are subject to outstanding Awards and Options granted under
the Plan and the exercise price therefor, if applicable. Any such adjustment in
the Shares or other shares or securities subject to outstanding Options shall be
made consistent with the requirements of United States Treasury Regulation
Section 1.409A -1(b)(5)(v). If, by reason of a Change in Capitalization, a
Grantee of an Award shall be entitled to, or an Optionee shall be entitled to
exercise any Option with respect to, new, additional or different shares or
securities of the Issuer or any other corporation, such new, additional or
different shares or securities shall thereupon be subject to all of the
conditions and restrictions which were applicable to the Shares subject to the
Award or Option, as the case may be, prior to such Change in Capitalization.


10.        Withholding
  Taxes

The Issuer or a Subsidiary shall require payment of or other
provision for, as determined by the Issuer, any amount equal to the federal,
provincial, state and local income taxes and other amounts required by law to be
withheld by the Issuer or such Subsidiary in connection with the grant, vesting,
exercise or settlement of an Award or Option or at such times as a Grantee or
Optionee recognizes taxable income in connection with the receipt of Shares or
cash in connection an Award or Option hereunder (for the purposes of this
Section 10, “Withholding Taxes”). In its sole and absolute discretion,
the Issuer or such Subsidiary may require or permit payment or provision for the
Withholding Taxes by one or more of the following methods, subject to the terms
of any Agreement: (a) in cash, bank draft, certified cheque, personal cheque or
other manner acceptable to the Board, (b) by withholding such amount from the
other amounts due to the Grantee or Optionee, (c) by withholding a portion of
the Shares then issuable or deliverable to the Grantee or Optionee having a fair
market value equal to the Withholding Taxes and, at the Issuer’s election,
either (i) cancelling the equivalent portion of the underlying Award or Option
or (ii) selling such Shares on the Optionee or Grantee’s behalf, or (d) by
withholding such amount from the cash then payable in connection with the Award.





- 9 -

11.        No
  Right to Continued Employment

Neither this Plan nor any action taken hereunder shall be
construed as giving any person the right to continued employment or the right to
continued service as a member of the Board. 

12.        Effective
  Date and Term

The Plan shall become effective upon its adoption by the Board
and shall continue until such time as it may be terminated in accordance with
Section 13. 

13.        Amendment
  and Termination

The Board, on the recommendation of the Committee, may, at any
time and from time to time, amend, suspend or terminate the Plan, in whole or in
part, or waive or modify the terms, conditions, restrictions and forfeitures of
Awards or Options, in whole or in part, for such periods and for such Eligible
Individuals, and on such terms, consistent with the Plan, as it shall determine,
provided that no such action can be taken by the Board without obtaining (a) any
required approval under applicable securities legislation or applicable rules of
any stock exchange or automated quotation system where the Shares are listed or
quoted for trading, and (b) in the case of issued and outstanding Awards and
Options, the consent or deemed consent of the concerned Grantee or Optionee in
the event that such action materially prejudices his/her rights under the Plan.


14.       
Compliance with Securities Laws and Stock Exchange Rules 

Any issuance and delivery of Awards, Options or underlying
Shares under the Plan shall comply with all applicable securities legislation or
regulation and applicable rules of any stock exchange or automated quotation
system where the Shares are listed or quoted for trading (for the purposes of
this Section 14, the “Applicable Requirements”). The certificates
evidencing any Awards, Options or underlying Shares issued under the Plan, and
any certificates issued in exchange for or in substitution of such certificates,
will bear any legend and will be subject to any statutory hold period required
under Applicable Requirements. In addition, the issuance or delivery of any
Awards, Options or underlying Shares may be postponed for such period as may be
required to comply with any Applicable Requirements, and the Issuer shall not be
obligated to issue or deliver any Awards, Options or underlying Shares if such
issuance or delivery would constitute a violation of any Applicable
Requirements. 

15.        Canadian
  Securities Law Restrictions

Unless the Issuer obtains Security Holder Approval or relies on
another exemption from the prospectus requirement under applicable Canadian
securities legislation, no Award or Option shall be granted to an Employee or
Consultant who is an Investor Relations Person, an Associated Consultant, an
Executive Officer or a Director if, after such grant: 

	 	(a) 	
      the number of securities, calculated on a fully diluted
      basis, reserved for issuance under options granted (under the Plan or
      otherwise) to (i) Related Persons, exceeds 10% of the outstanding
      securities of the Issuer, or (ii) a Related Person, exceeds 5% of the
      outstanding securities of the Issuer; or







- 10 -

	 	(b) 	
      the number of securities, calculated on a fully diluted
      basis, issued within 12 months (under the Plan or otherwise) to (i)
      Related Persons, exceeds 10% of the outstanding securities of the Issuer,
      or (ii) a Related Person and the Associates of the Related Person, exceeds
      5% of the outstanding securities of the Issuer.



For the purposes of this Section 15:

“Associate” when used to indicate a relationship with a
person, means (i) an issuer of which the person beneficially owns or controls,
directly or indirectly, voting securities entitling the person to more than 10%
of the voting rights attached to outstanding voting securities of the issuer,
(ii) any partner of the person, (iii) any trust or estate in which the person
has a substantial beneficial interest or in respect of which the person serves
as trustee or executor or in a similar capacity, or (iv) in the case of an
individual, a relative of that individual, including a spouse of that individual
or a relative of that individual’s spouse if the relative has the same home as
that individual; 

“Associated Consultant” means a Consultant of the Issuer
or a Subsidiary if (i) the Consultant is an Associate of the Issuer or of a
Related Entity, or (ii) the Issuer or a Related Entity is an Associate of the
Consultant; 

“Investor Relations Person” means a person that is a
“registrant” or that provides services that include “investor relations
activities” (as such terms are defined under applicable Canadian securities
legislation); 

“Permitted Assign” means, for a person that is an
Employee, Executive Officer, Director or Consultant of the Issuer or a Related
Entity, (i) a trustee, custodian, or administrator acting on behalf of, or for
the benefit of the person, (ii) a holding entity of the person, (iii) a RRSP,
RRIF, or TFSA of the person, (iv) a spouse of the person, (v) a trustee,
custodian, or administrator acting on behalf of, or for the benefit of the
spouse of the person, (vi) a holding entity of the spouse of the person, or
(vii) a RRSP, RRIF, or TFSA of the spouse of the person; 

“Related Entity” means a person that controls or is
controlled by the Issuer or that is controlled by the same person that controls
the Issuer; 

“Related Person” means (i) a Director or Executive
Officer of the Issuer or a Related Entity, (ii) an Associate of a Director or
Executive Officer of the Issuer or a Related Entity, or (iii) a Permitted Assign
of a Director or Executive Officer of the Issuer or a Related Entity; and 

“Security Holder Approval” means an approval for the
issuance of securities of the Issuer under the Plan (i) given by a majority of
the votes cast at a meeting of shareholders of the Issuer other than votes
attaching to securities beneficially owned by Related Persons to whom securities
may be issued under the Plan, or (ii) evidenced by a resolution signed by all
the shareholders entitled to vote at a meeting, if the Issuer is not required to
hold a meeting, in each case if before obtaining such approval, the Issuer
provides shareholders with the information prescribed by applicable Canadian
securities legislation. 




- 11 -

16.        Employees
  in Multiple Jurisdictions

Eligible Individuals are or may be subject to taxation under
the laws of Canada, the Code and/or the laws of other jurisdictions. Without
amending the Plan, the Board may grant, settle or administer Awards or Options
on terms and conditions different from those specified in the Plan as may in the
judgment of the Board be necessary or desirable to foster and promote
achievement of the purposes of the Plan given the limitations of applicable law,
and the Board may make such modifications, amendments, procedures and the like
as may be necessary or advisable to comply with the provisions of the laws of
the various jurisdictions in which the Issuer or its Subidiaries operate or have
employees. 

17.       
Compliance with Section 409A of the Code

Notwithstanding anything to the contrary, to the extent that
the Board determines that any Award or Option granted under the Plan is subject
to Section 409A of the Code, the Agreement evidencing such Award or Option shall
incorporate the terms and conditions necessary for such Award or Option to avoid
the consequences described in Section 409A(a)(1) of the Code, and to the maximum
extent permitted under applicable law, the Plan and the Agreement shall be
interpreted in a manner that results in their conforming to the requirements of
Section 409A of the Code and regulations or guidance promulgated thereunder.
Notwithstanding anything to the contrary in the Plan, to the extent a Grantee
has been granted an Award that constitutes “deferred compensation” under Section
409A of the Code and such Grantee is a “specified employee” as defined under
Section 409A of the Code, no distribution, settlement, or payment of any amount
shall be made before a date that is six months following the date of such
Grantee’s “separation from service” as defined under Section 409A of the Code
or, if earlier, the date of the Grantee’s death. 

18.        Governing
  Law

The Plan and all determinations made and actions taken pursuant
to the Plan shall be governed by the laws of the Province of Québec and the
federal laws of Canada applicable therein. 

<*>, 2010.