EX-4.1





 Exhibit 4.1 

Bank of Montreal 

AMENDED AND RESTATED STOCK OPTION PLAN 

ARTICLE I Purpose of the Plan and Effective Date 
  

	1.1	 This Plan is established for certain designated executives and other employees of Bank of Montreal (the
“Bank” or “BMO”), or of any Subsidiary or Affiliate (as hereinafter defined) of the Bank in order to provide an incentive to Participants in the Plan to attain the Bank’s long-term
strategic goals and to attract and retain the services of valuable employees. 


  

	1.2	 Subject to section 8.1 hereof, the Plan as amended on December 14, 1999 shall apply to all Options granted
on or after November 1, 1999 and the amendments made to the Plan on October 28, 2003, November 27, 2005 and November 28, 2006 (other than the changes made on November 28, 2006 with respect to the exclusion of common law
notice periods for cancellation of Options upon termination of employment, which shall apply only to Options granted after such date) shall apply to all Options outstanding on November 28, 2006 or granted thereafter, except as provided in
section 1.3 below. The amendments made to the Plan on October 21, 2008 shall apply to all Options granted thereafter, the amendment made to section 4.8 on such date shall apply to all Options granted to Participants who are U.S.
Taxpayers which were outstanding on such date and the amendments made in respect of the surrender of In-the-Money Exercisable Options as contemplated in section 5.2
hereof shall apply to all Options outstanding on such date. The amendments made to the Plan on January 27, 2009 shall apply to all Options outstanding on such date or granted thereafter. The amendments made to the Plan on January 22, 2013
shall apply to all Options granted thereafter. The amendments made to the Plan on December 16, 2013 shall apply to all Options and Stock Appreciation Rights granted thereafter. The amendments made to the Plan on October 28, 2014
shall apply to all Options and Stock Appreciation Rights granted thereafter. The amendment made to the Plan on December 19, 2016 shall apply to all Options and Stock Appreciation Rights then outstanding or granted thereafter. The
amendment made to the Plan on October 31, 2017 shall apply to all Options and Stock Appreciation Rights granted thereafter. The amendments made to the Plan on October 29, 2019 shall apply to all Options and Stock Appreciation Rights
granted thereafter, and the amendment made to section 3.5 on such date shall apply to all Participants whose retirement, death or Permanent Disability occurs on or after Jan 1, 2020. The amendment made to the Plan on December 16, 2019 shall
apply to all Options and Stock Appreciation Rights then outstanding or granted thereafter. The amendment made to the Plan on February 25, 2020 shall apply to all Options and Stock Appreciation Rights then outstanding or granted thereafter.



  

	1.3	 All Options granted from November 1, 1994 to October 31, 1999 shall continue to be governed by the
Plan as it existed prior to the amendments made on December 14, 1999. 


 ARTICLE II Definitions 

 

	2.1	 In this Plan, words importing the singular shall include the plural and vice versa, and words importing the
masculine gender shall extend to and include the feminine gender, unless the context in which a particular word is used clearly requires otherwise; and the following capitalized terms shall have the following meanings: 



“Acknowledgement” means an acknowledgement in a form approved by the CEO evidencing a Participant’s acceptance of the terms of
this Plan. 
 “Affiliate” means an entity which is an “affiliated entity” within the meaning given to such term in the
Bank Act (Canada); 
 “Blackout Period” means a period established by the Bank from time to time in its sole discretion
during which certain of the Bank’s officers, directors and Employees are prohibited from trading in Common Shares; 
 “Board”
means the Board of Directors of the Bank; 
 “Business” means the business of the Bank and its Affiliates in which, at any time
within the 12 month period preceding the effective date of termination, the Participant was assigned work; 
 “Cause” means
“cause” as defined in the Participant’s employment agreement with the Bank or an Affiliate of the Bank, or if such term is not defined or if the Participant has not entered into an employment agreement with the Bank or an Affiliate of
the Bank, then as such term is defined by applicable law or, if not so defined, such term shall refer to circumstances where an employer can terminate an individual’s employment without notice; provided, however, that for U.S. Taxpayers, such
circumstances shall be limited to those following the Participant’s engagement in any misconduct, dishonesty, insubordination or other act adversely affecting the goodwill of the Bank or an Affiliate of the Bank, or adversely affecting the
Bank’s or an Affiliate of the Bank’s relationships with their customers or employees, including without limitation, the Participant’s conviction of a felony or crime of moral turpitude; 

“CEO” means the Chief Executive Officer of the Bank; 

“Change of Control” means the happening of any of the following events: 

 

	 	(i)	 the closing of a transaction by whatever means pursuant to which (a) the Bank goes out of existence by any
means or (b) any Person or any group of two or more Persons acting jointly or in concert (other than the Bank and Subsidiaries of the Bank) hereafter acquires the direct or indirect “beneficial ownership” (as defined in the Bank
Act (Canada)) of, or acquires the right to exercise control or direction over, securities of the Bank representing 50% or more of the then issued and outstanding voting securities of the Bank in any manner whatsoever, including, without
limitation, as a result of a take-over bid, an exchange of securities, an amalgamation of the Bank with any other entity, an arrangement, a capital reorganization or any other business combination or reorganization; 















	 	(ii)	 the sale, assignment or other transfer of all or substantially all of the assets of the Bank to a Person or any
group of two or more Persons acting jointly or in concert (other than Subsidiaries of the Bank); 


  

	 	(iii)	 the dissolution or liquidation of the Bank, except in connection with the distribution of all or the
substantially all of the assets of the Bank to one or more Persons which were Subsidiaries of the Bank prior to such event; 


  

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


  

	 	(v)	 the Board passes a resolution to the effect that, for the purposes of the Plan, an event set forth in (i),
(ii), (iii) or (iv) above has occurred; or 


  

	 	(vi)	 individuals who, as of the date this Plan is approved by the Board, constitute the Board (the “Incumbent
Directors”) cease for any reason to constitute at least a majority of the Board; provided that any individual who subsequently becomes a member of the Board and whose election or nomination for election was approved by a vote of at least two
thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy circular of the Bank in which such individual is named as a nominee for membership on the Board, without more than one third of the Incumbent
Directors objecting to such nomination) shall be an Incumbent Director (except that no individual elected or nominated for membership on the Board as a result of an actual or threatened proxy or election contest with respect to the election of
members of the Board, or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board or management of the Bank, shall be deemed to be an Incumbent Director unless such
individual has served on the Board for at least 36 consecutive months); 


 “Common Share” means a common share in
the capital of the Bank; 
 “Confidential Information” means all information howsoever received or developed by the Participant in
whatever form, relating to the Bank or any of its Affiliates or their customers or clients, and including all information related to intellectual property, processes, formulas, methods, systems, research, developments, trade secrets, inventions
(whether patented or not), ideas, plans, know-how, financial and marketing information, technical and commercial knowledge, designs, models, prototypes and names and lists of suppliers, customers, employees,
and other third parties who interact with the Bank and its Affiliates; but does not include information that is (i) in the public domain unless the information entered the public domain due to an act or omission by the Participant; or
(ii) required to be disclosed, or the disclosure of which to regulators is protected by law, whether under an order of a courts or government tribunal, statutory provision or other legal process. 

“Customer” means any Person, who within the 12 months preceding the effective date of termination (i) purchased or distributed
the Bank’s or any of its Affiliate’s goods, products or services of the Business and with whom in the course of the Participant’s employment the Participant had direct and personal contact, or supervised an employee who had direct and
personal contact or (ii) the Bank or any of its Affiliates has solicited or contacted, with the Participant’s personal involvement, with a view to selling or providing goods, products or services to such Person or distributing goods,
products or services through such Person. 
 “Date of Grant” means, for the grant of any Option or Stock Appreciation Right, the
date upon which the grant was approved by the Human Resources Committee or such later date as may be specified by the Human Resources Committee at the time that it approves the grant; 

“Designated Officer” has the meaning given to such term in section 3.11 hereof; 

“Employee” means a full-time or part time employee of the Bank, or of any Affiliate of the
Bank; 
 “Exercisable Option” means an Option which is exercisable under the provisions of section 3.12 or Article IV hereof; 

“Expiry Date” means, for any Option, the tenth anniversary of the Date of Grant or such earlier date as may be designated as the
Expiry Date of such Option by the Human Resources Committee at the time it approves the Option grant; 
 “Fiscal Year” means a
twelve month period ending October 31 in each calendar year; 
 “Human Resources Committee” means the Human Resources
Committee of the Board or such other Committee designated by the Board carrying on the same function; 
 “Market Value” of a Common
Share means, except as provided in section 9.1 hereof, the closing price of a Common Share on the Toronto Stock Exchange on the last trading date prior to the determination being made; 

“Option” means an option to acquire a Common Share granted to a Participant in accordance with the provisions of Article III; 

“Option Price” means, subject to section 3.10 hereof, an amount equal to the Market Value of a Common Share on the Date of Grant;

 “Participant” means an Employee, including an Employee on a temporary leave of absence from employment, who has been granted
Options hereunder; 
 “Permanent Disability” means the inability of a Participant to permanently perform the duties of his or her
employment as a result of illness, accident or physical or mental disability; 
 “Person” means any individual, corporation, firm,
partnership, governmental organization or other entity. 

  
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 “Plan” means the Bank of Montreal Stock Option Plan set forth in this document, as
amended from time to time in accordance with Article VI hereof; 
 “Price Condition” means the percentage increase in the Option
Price which the average trading price over 20 consecutive trading days of a Common Share on the Toronto Stock Exchange must represent in order for Price-Conditioned Options to be exercisable in accordance with section 4.4 hereof. 

“Price-Conditioned Option” means an Option to acquire a Common Share granted to a Participant which is vested in accordance with
section 4.2 hereof and exercisable upon the satisfaction of the conditions set out in section 4.4 hereof; 
 “Restricted Period”
means any time during the Participant’s employment and either (a) for individuals holding a title of Senior Vice President or above, the 18 month period following the effective date of termination, or solely in the case of the CEO and
Designated Officers, such longer period as my be set out in any employment agreement the CEO or Designated Officer may have with the bank or an Affiliate of the Bank or (b) for all other Participants, the 12 month period following the effective
date of termination; 
 “Standard Option” means an Option to acquire a Common Share granted to a Participant which is vested in
accordance with section 4.2 hereof and may be exercised in accordance with section 4.3 hereof; 
 “Stock Appreciation Right” means
a right granted to a Participant under Article IX hereof to receive upon exercise a cash payment equal to the excess, if any, of the Market Value of a Common Share at the time of such exercise over (i) the Option Price of the Option where the
right is granted concurrently with the Option, or (ii) in any other case, the Market Value of a Common Share on the Date of Grant; 

“Subsidiary” has the meaning given to such term in the Bank Act (Canada); 

“Supplier” means any Person, who within the 12 months preceding the date of termination (i) supplied goods, products or services
of the Business and with whom in the course of the Participant’s employment the Participant had direct and personal contact, or supervised an employee who had direct and personal contact or (ii) the Bank has solicited or contacted, with
the Participant’s personal involvement, with a view to having such Person supply goods, products or services to the Bank. 

“Territory” means any province, state or territory in Canada or the United States of America or the country in which the Business is
carried on. 
 “US Participant” means a Participant employed in the US operations and who is not subject to tax under the Income
Tax Act (Canada) in respect of Options and Stock Appreciation Rights under this Plan; and 
 “U.S. Taxpayer” means a Participant
who is a U.S. citizen, U.S. permanent resident or U.S. tax resident for the purposes of the U.S. Internal Revenue Code of 1986, as amended, or a Participant for whom a grant of Options under this Plan would otherwise be subject to U.S. taxation
thereunder. 
 ARTICLE III Eligibility and Grant of Options 
  

	3.1	 The Human Resources Committee is authorized, in the Committee’s sole discretion, to grant Options on
behalf of the Bank to Employees selected by the Committee. The number and type of Options to be granted to any Employee under this Plan shall be determined by the Human Resources Committee in its sole discretion, provided that, subject to any
statutory requirements, the Committee shall have no discretion to grant any Options to any Employee after the earliest of the following dates: (1) the date on which notice of termination of employment is given to the Employee; (2) the date
on which the Employee gives notice of resignation from employment (which, for greater certainty, does not include notice in respect of the Employee’s retirement) to the Bank or an Affiliate of the Bank, as applicable; and (3) the date of
actual termination of employment for any reason (including, without limitation, termination by death, retirement, resignation or termination by the Bank or an Affiliate of the Bank, as applicable, either without Cause or for Cause) without extension
by or consideration of any period of reasonable notice of termination under contract, common law, civil law, or any policy or practice of the Bank or any Affiliate of the Bank, even if it is determined that such notice was required for lawful
termination of the employment. All Participants will be granted either Standard Options or Price-Conditioned Options or a combination of both under this Plan in accordance with the terms hereof. 



 

	3.2	 The Human Resources Committee may determine to grant Options under this Plan as Standard Options or as Price
Conditioned Options or as any combination of Standard Options and as Price Conditioned Options, provided that if no such determination is made the Options shall be Standard Options. 



 

	3.3	 Notwithstanding section 3.2 hereof, the Human Resources Committee shall have the discretion to modify the
prescribed Option combinations set out in section 3.2 hereof in any manner that it deems appropriate having considered the particular circumstances of each individual Participant. In connection with a Participant’s retirement, the Human
Resources Committee shall have the discretion to change any Price-Conditioned Options with a 100% Price Condition granted to a Participant within the three years preceding the Participant’s retirement date into Price-Conditioned Options with a
50% Price Condition. 


  

	3.4	 Each Participant shall receive advice setting out the number of Options granted to such Participant and the
relevant terms thereof. 


  

	3.5	 Subject to the provisions of Article IV, upon termination of employment due to retirement, Permanent Disability
or death, each Exercisable Option granted to the Participant shall expire on the Expiry Date of the Option. 


  

	3.6	 In the event of the termination of employment of a Participant with the Bank or an Affiliate of the Bank for
Cause or for any reason other than by retirement, Permanent Disability, death, termination without Cause or pursuant to a divestiture of a business unit as contemplated in section 3.11 hereof during the term of an Option, all unexercised Options
held by the Participant on such date shall be immediately cancelled and terminated regardless of any period of reasonable notice of termination of employment under contract, common law, or Bank policy, even if it is determined that such notice was
required for the lawful termination of employment. 



  
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	3.7	 In the event of the termination of the employment of a Participant by the Bank or by an Affiliate of the Bank
without Cause during the term of an Option (unless the Participant otherwise remains, or at approximately the same time becomes, an employee of the Bank or an Affiliate of the Bank), all otherwise Exercisable Options held by the Participant on the
date of termination of employment may be exercised by him within 90 days of the date of such termination of employment or such cessation, as applicable, without extension by or consideration of any period of reasonable notice of termination of
employment under contract, common law, civil law, or Bank policy, even if it is determined that such notice was required for the lawful termination of employment, after which date such Options shall be cancelled and terminated. Any other Options
held by a Participant on the date of any such termination of employment without Cause shall be immediately cancelled and terminated. 


  

	3.8	 For the purposes of this Plan, the CEO shall conclusively determine whether or not a Participant (other than
the CEO) has retired, is subject to a Permanent Disability or has terminated employment, has been terminated for Cause or without Cause, and the effective date of such event. With respect to the CEO, any such determination shall be made by the
Board. Any such determination may be made by the Board or the CEO, as applicable, in accordance with any requirements of applicable employment standards legislation, as amended or replaced, and without extension by or consideration of any period of
reasonable notice of termination of employment under contract, common law, civil law, or any policy or practice of the Bank or its Affiliates, even if it is determined that such notice was required for the lawful termination of employment, provided
that in no case shall the effective date be earlier than the Participant’s last day of active employment with the Bank or its Affiliates. 


  

	3.9      (a)	 By accepting an Award under this Plan, and irrespective of whether or not an Award is subsequently forfeited,
cancelled or settled in accordance with its terms the Participant acknowledges and agrees that the covenants and conditions set forth in this section are reasonable and necessary to protect the interests of the Bank and its Affiliates
(including the goodwill of the Business) due to sensitive nature of the Participant’s position, including the Participant’s access to Confidential Information, and the Bank and/or its Affiliates will suffer irreparable harm if they are
violated. By accepting an Award under this Plan, the Participant also irrevocably waives all rights, remedies or defenses to the strict enforceability of such covenants and conditions. 



 

	 	(b)	 In the event that a current or former Participant fails to meet the conditions set forth in this section 3.9,
such Participant’s unexercised Options shall be immediately cancelled and terminated, and such Participant shall cease to be entitled to anything further under the Plan. 



 

	 	(c)	 Without limiting the remedies available to the Bank or its Affiliates under applicable law for any violation of
the covenants contained in this Section 3.9, it is a condition to the receipt of any Common Share or payment in respect of a grant of Options that (i) the Participant comply with subsections (d), (e), (f) and (g) below while employed
and if the Participant retires from the Bank or its Affiliate, becomes subject to Permanent Disability or is terminated without Cause (other than pursuant to a divestiture as contemplated in section 3.11 hereof), (ii) the Participant comply with
subsections (e), (f) and (g) below while employed and if the Participant is terminated as contemplated in Section 3.6 and (iii) the Participant complies with subsection (g) below in the event the Participant’s employment is
terminated as a result of a divestiture as contemplated in Section 3.11 hereof, subject to any terms and conditions set by the Human Resources Committee. 



 

	 	(d)	 The Participant shall not during the Restricted Period, on the Participant’s own behalf or on behalf of
any Person (other than the Bank and its Affiliates), whether directly or indirectly, in the same or a similar capacity in which the Participant worked in the Business (or any other capacity if the Participant’s knowledge of Confidential
Information could provide the Person with a competitive advantage), carry on, be involved or engaged in, provide any services in relation to or have any interest in any activity in all or part of the Territory which competes with the Business. This
restriction shall not apply to a passive investment of up to five percent (5%) of the outstanding securities of an entity which are listed on a recognized stock exchange. 



 

	 	(e)	 The Participant shall not, during the Restricted Period, on the Participant’s own behalf or on behalf of
any Person, whether directly or indirectly, in all or part of the Territory: 


  

	 	(i)	 solicit for employment, or offer employment to any Person or Persons who are employed by the Bank or its
Affiliates in the same business unit, division or function in which the Participant worked for the Bank and/or any of its Affiliates at any time during the 12 months preceding the effective date of termination; 



 

	 	(ii)	 solicit, contact, accept business with, enter into a commercial arrangement with any Customer or Supplier for
any purpose which competes, in whole or in part, with the Business, or attempt to do so, or persuade or attempt to persuade any Customer or Supplier to discontinue or adversely alter the Customer’s or Supplier’s relationship with the Bank
or its Affiliates; or 


  

	 	(iii)	 take advantage of or derive a benefit or otherwise profit from any business opportunities that the Participant
became aware of in the course of employment with the Bank or its Affiliates even if the Bank or its Affiliates do not take advantage of or exploit such opportunities. 



 

	 	(f)	 The Participant shall not, at any time, on the Participant’s own behalf or on behalf of any Person,
whether directly or indirectly, use, disclose or otherwise distribute any Confidential Information, except as required by law. 



  
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	 	(g)	 The Participant shall not have, while still an Employee of the Bank or an Affiliate of the Bank, committed an
act that would, in the opinion of the Human Resources Committee, if the Participant were still employed by the Bank or an Affiliate of the Bank, have entitled the Bank or its Affiliate to terminate the Participant for Cause. 



 

	 	(h)	 The Board may at any time waive the application of this section 3.9 to the CEO and the Human Resources
Committee may at any time waive the application of this section 3.9 to any Participant or category of Participants other than the CEO. 


  

	3.10	 The Human Resources Committee, in respect of a Participant other than the CEO, and the Board, in respect of the
CEO, may, in its sole discretion, and at any time after a grant of Options or Stock Appreciation Rights to such Participant and prior to the exercise of such Options or Stock Appreciation Rights, specify that all or a portion of such Options or
Stock Appreciation Rights shall be subject to recoupment to take into consideration material risks that were not contemplated as of the Date of Grant of such Options or Stock Appreciation Rights, which risks (i) affect the line of business in
which the Participant is employed or for which the Participant has direct oversight responsibility, or (ii) reasonably would have been identified had the Participant properly discharged the Participant’s responsibilities as an employee.
Consideration for recoupment will occur under each of the following circumstances: 


  

	 	(a)	 for grants of Options or Stock Appreciation Rights made from and after December 1, 2013 to such
Participant, if consolidated BMO or consolidated BMO Financial Corp (“BFC”) suffers a financial loss, other than an inconsequential financial loss, that the Human Resource Committee or the Board, as the case may be, in its sole discretion,
determined to be a direct or proximate result of fraud, intentional misconduct or gross negligence by the Participant; provided that for non-U.S. Participants, such financial loss recognised by consolidated
BMO is at least CAD$100 million, or recognised by consolidated BFC is at least USD$50 million; 


  

	 	(b)	 for grants of Options or Stock Appreciation Rights made from and after December 1, 2013 to such
Participant, if consolidated BFC is required to restate its reported earnings for any relevant reporting period as a result of significant non-compliance with financial reporting requirements, due to an event
or action that the Human Resources Committee or the Board, as the case may be, in its sole discretion, determined to be a direct result of fraud, intentional misconduct or gross negligence by the Participant; and 



 

	 	(c)	 for grants of Options or Stock Appreciation Rights made from and after October 21, 2008 to such
Participant, if consolidated BMO is required to restate its reported earnings for any relevant reporting period as a result of significant non-compliance with financial reporting requirements, due to an event
or action that the Human Resources Committee or the Board, as the case may be, in its sole discretion, determined to be a direct result of fraud, intentional misconduct or gross negligence by the Participant. 



A financial restatement due to a change in applicable accounting rules, standards or interpretations, a change in segment designations or the
discontinuance of an operation shall not require consideration for recoupment. 
 The Human Resources Committee, in respect of a Participant
other than the CEO, and the Board, in respect of the CEO, will determine whether Options and Stock Appreciation Rights granted to such Participant shall be subject to the recoupment based on the guidance noted above. In determining whether to
require recoupment and, if so, the amount thereof, the Human Resources Committee or the Board, as the case may be, shall take into account such factors as it deems appropriate in its sole discretion, including a) whether performance targets and
vesting or other conditions would have been satisfied had the financial results been properly reported; b) whether the cost of seeking recoupment would exceed the amount to be recouped; c) the likelihood of success in seeking recoupment; and d) such
other factors as it may deem, in its sole discretion, to be appropriate in the circumstances. The Human Resources Committee or the Board, as the case may be, will determine the number of Options or Stock Appreciation Rights that are subject to
recoupment up to 100% of the Options or Stock Appreciation Rights granted to the employee. 
 Options that are subject to recoupment must be
exercised or, at the request of the Participant, be cancelled (together with any concurrent Stock Appreciation Rights granted pursuant to section 9.2 hereof in respect of such Options) without any consideration payable to the Participant, before any
other Options or Stock Appreciation Rights are exercised. Any election the Participant may have made pursuant to section 5.2 hereof shall not apply to any Options that are subject to recoupment, and a Participant shall not be entitled to exercise
any concurrent Stock Appreciation Rights granted pursuant to section 9.2 hereof in respect of Options that are subject to recoupment. Upon any Option becoming subject to recoupment, the Option Price for such Option shall thereafter be equal to the
greater of (i) the Market Value of a Common Share on the date such Option is exercised, and (ii) the Market Value of a Common Share on the Date of Grant of such Option. Any Stock Appreciation Right granted pursuant to section 9.1 hereof
that becomes subject to recoupment shall be cancelled without any consideration payable to the Participant. 
  

	3.11	 Notwithstanding section 3.7 hereof, in the event that a divestiture of a business unit (including a divestiture
by sale, closure or outsourcing) of the Bank or an Affiliate of the Bank results in the termination of a Participant’s employment and offices with the Bank and all of its Affiliates: 



 

	 	(a)	 the Board, in respect of the CEO, the Human Resources Committee, in respect of such other officers or category
of other officers of the Bank and its Affiliates as determined by the Human Resources Committee from time to time for purposes of the Plan (each, a “Designated Officer”), and the senior officer of the Bank responsible for human resources
or any other individual(s) designated by him or her or by the CEO, in respect a Participant other than the CEO or a Designated Officer shall determine in its sole discretion whether; 



(i) to terminate the Participant’s Options if the purchaser of the business unit or an Affiliate of the purchaser offers to grant or
issue to the Participant Options, rights or securities in the purchaser or an Affiliate of the purchaser which comprise reasonably equivalent (or greater) value, and with the same Expiry Date, as the Options held by the Participant, as determined by
the Board, Human Resources Committee or Plan Administrator, as applicable, in its sole discretion; or 

  
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 (ii) the provisions of Section 3.7 shall apply to the Participant; 

 

	 	(b)	 the Human Resources Committee, in respect of any Participant other than the CEO, and the Board, in respect of
the CEO, may determine in its sole discretion whether such Participant shall continue to be a Participant for the purposes of the Plan, but subject to such terms and conditions (including vesting), if any, it may establish, provided that no change
shall be made to the Expiry Date of an Option; 


 provided that if such Participant is not offered a position as an
employee, officer or director with the Bank or an Affiliate of the Bank or with the Person to whom the divestiture is made or any Affiliate of such Person, then the provisions of section 3.7 hereof shall apply. 

 

	3.12	 Notwithstanding section 3.7 hereof, in the event of the termination of the employment of a Participant other
than for Cause within 24 months following a Change of Control before all of the Options granted to a Participant have been exercised or cancelled or have expired pursuant to any other provision of the Plan, all outstanding Options held by the
Participant shall become immediately exercisable and may be exercised by the Participant within 90 days of the date of such termination of employment, after which date such Options shall be cancelled and terminated. 



ARTICLE IV Exercisability of Options 
  

	4.1	 No Options granted under this Plan may be exercised by a Participant unless the Options have become exercisable
in accordance with the provisions of this Article, whereupon such Options will be deemed to be Exercisable Options. 


  

	4.2	 Subject to sections 4.4, 4.5, 4.6 and 7.2 hereof, the total number of Options granted to a Participant at any
one time shall vest at the following rate, unless another rate which does not permit vesting prior to the first anniversary of the Date of Grant was approved by the Human Resources Committee and communicated to a Participant in the Acknowledgement:



  

	 	(a)	 For options granted prior to December 2013, 25% of total options granted will vest on each of the first through
fourth anniversaries after the Date of Grant; 


  

	 	(b)	 For options granted on or after December 2013, 50% of total options granted will vest on each of the 3rd and 4th anniversaries after the Date of Grant. 


  

	4.3	 Each Standard Option granted under the Plan shall become exercisable immediately upon the vesting of such
Option in accordance with section 4.2 hereof. 


  

	4.4	 Where a Participant is granted Price-Conditioned Options under the Plan, such Options, following their vesting
in accordance with section 4.2 above, shall become exercisable at any time following the date the Price Condition has been satisfied. Where the applicable Price Condition is satisfied prior to the vesting of such Option, the Participant may exercise
such Option immediately upon its vesting. 


  

	4.5	 Subject to section 3.5 hereof, upon retirement, Options granted hereunder shall continue to be governed by
sections 4.2, 4.3 and 4.4 above. 


  

	4.6	 Subject to section 3.5 hereof, in the case of death or Permanent Disability of a Participant, any Options held
by such Participant in accordance with the terms hereof, shall be considered vested and may be exercised by the Participant (or his or her legal representative as the case may be) immediately after the date of death or the date the Participant has
been determined to be subject to Permanent Disability pursuant to section 3.8 hereof, as applicable, (in the event that they are Standard Options) or upon the later of such date and the date the exercise conditions set out in section 4.4 above are
satisfied (in the event that they are Price-Conditioned Options).  


  

	4.7	 Subject to section 4.8 hereof, no Option may be exercised subsequent to the Expiry Date of such Option.



  

	4.8	 If an Option is due to expire on a date that falls within a Blackout Period, the expiration date of such Option
shall be the fifth business day following the expiration of the Blackout Period; provided that the expiration date shall not in any event be beyond the later of (i) December 31 of the calendar year in which the Option was otherwise due to
expire and (ii) the 15th day of the third month following the month in which the Option was otherwise due to expire. This section 4.8 shall not apply to any Participant who is a U.S.
Taxpayer. 


 ARTICLE V Method of Exercise of Exercisable Options 

 

	5.1	 A Participant may exercise an Exercisable Option to acquire Common Shares to be issued by the Bank by following
the procedures prescribed from time to time by the Human Resources Committee. Each request to exercise Exercisable Options must be accompanied by payment of the Option Price for the Common Shares specified in such request. 



 

	5.2	 By signing an Acknowledgement of the grant of an Option or by signing and returning no less than two business
days prior to the date In-the-Money Exercisable Options are due to expire an election form in such form as may be approved by the CEO, the Participant elects that this
section 5.2 shall apply to all In-the-Money Exercisable Options which are due to expire on the same date and which have not been exercised pursuant to section 5.1 hereof
on or before the business day prior to the date they are due to expire, unless after signing such acknowledgment but before the business day prior to the date such options are due to expire the Participant has rescinded such election. If the
Participant has elected to have this section 5.2 apply and has not rescinded any such election, then, on the business day prior to the date such In-the-Money Exercisable
Options are due to expire, the Participant shall be deemed to have chosen to surrender such In-the-Money Exercisable Options in exchange for such number of Common Shares
having a Market Value equal to the In-the-Money Amount of the Exercisable Options, provided that the number of Common Shares to be issued shall be rounded down to the
nearest whole number. An “In-the-Money Exercisable Option” is an Exercisable Option which, as of a particular day, has an
In-the-Money Amount. The “In-the-Money Amount” of an Exercisable Option
as of any day is the amount, if any, by which the Market Value of a Common Share on such date exceeds the Option Price. 



  
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	5.3	 Upon the exercise of an Exercisable Option in accordance with section 5.1 hereof and payment of the Option
Price or upon the surrender of Exercisable Options in accordance with section 5.2 hereof, the Participant shall receive confirmation of the Participant’s ownership of the Common Shares newly-issued by the Bank. 



ARTICLE VI Amendment or Termination of the Plan 
  

	6.1	 The Board or the Human Resources Committee may amend, modify or terminate the Plan at any time without
shareholder approval, provided, however, that: 


  

	 	(a)	 any such amendment or modification shall not decrease the entitlements of a Participant which have accrued
prior to the date of such amendment or termination, as the case may be; and 


  

	 	(b)	 shareholder approval shall be required for any amendment or modification that (i) increases the number of
Common Shares reserved for issuance under the Plan, (ii) reduces the exercise price of an award (for this purpose, a cancellation or termination of an award of a Participant prior to its Expiry Date for the purpose of reissuing awards to the
same Participant shall be treated as an amendment to reduce the exercise price of an award) except for the purpose of maintaining award value in connection with a transaction contemplated in section 7.1 hereof, (iii) extends the term of an
award beyond the Expiry Date (except as provided in section 4.8 hereof), (iv) extends eligibility to participate in the Plan to non-Employee directors, (v) permits Options or Stock Appreciation Rights to
be transferred other than for normal estate settlement purposes, (vi) extends the Expiry Date of an award beyond ten years from its Date of Grant (except as provided in section 4.8 hereof),r (vii) permits awards, other than Options and
Stock Appreciation Rights, to be made under the Plan or (viii) deletes or reduces the range of amendments which require shareholder approval under the Plan. 



 

	6.2	 The Human Resources Committee may at any time resolve to cease granting further Options under this Plan. Such
resolution shall not, however, decrease the entitlements of a Participant that had accrued prior to the date of such termination. 


  

	6.3	 Notwithstanding any other provision hereof, any modification or amendment to the Plan which is deemed necessary
or appropriate to bring the Plan into conformity with applicable law or regulation (and interpretations thereof published by the relevant governmental authority) may be made retroactively, if appropriate. 



ARTICLE VII Variation of Securities 
  

	7.1	 Options to acquire Common Shares shall apply, mutatis mutandis: 



 

	 	(a)	 to any securities that result either directly or indirectly from the conversion, changing, reclassification,
redivision, redesignation, subdivision or consolidation of Common Shares; and 


  

	 	(b)	 to any securities of the Bank or of any successor or continuing entity which may result from a reorganization,
amalgamation, consolidation or merger, statutory or otherwise, take-over bid or any transaction similar to any of the foregoing involving the Bank. 


  

	7.2	 No fractional Common Shares will be issued on the exercise of an Option and, if as a result of any adjustment
pursuant to section 7.1 hereof a Participant would otherwise become entitled to a fractional Common Share, the number of Common Shares which may be acquired by the Participant upon exercise shall be rounded down to the nearest whole number.



 ARTICLE VIII Compliance with Regulatory Requirements 
  

	8.1	 This Plan shall not be effective until approved by the Human Resources Committee. 



 

	8.2	 The Bank shall use its best efforts to have any Common Shares underlying any Options granted under the Plan
listed on any applicable stock exchange upon which the Common Shares are traded. 


  

	8.3	 The maximum number of Common Shares reserved for issuance under this Plan is eighty-four million two hundred
thousand (84,200,000) Common Shares or such other amount as may be approved by the shareholders. This maximum number shall be automatically adjusted to take into account any conversion, changing, reclassification, redivision, redesignation,
subdivision or consolidation of Common Shares, and shall also apply to securities of the Bank or of any successor or continuing entity which may result from a reorganization, amalgamation, consolidation or merger, statutory or otherwise, take-over
bid or any transaction similar to any of the foregoing. To the extent any Options terminate for any reason prior to exercise in full, expire or are cancelled (with the consent of the Participant), the Common Shares subject to such Options shall be
added back to the number of Common Shares reserved for issuance under this Plan and will again become available for grant under this Plan. 


  

	8.4	 The maximum number of Common Shares reserved for issuance, as a result of the grant of Options hereunder, to
any one Participant under the Plan shall not exceed five (5%) percent of the number of Common Shares then issued and outstanding. The number of Common Shares issuable to insiders, at any time, under all security based compensation arrangements,
cannot exceed ten (10%) percent of the issued and outstanding Common Shares. The number of Common Shares issued to insiders, within any one year period, under all security based compensation arrangements, cannot exceed ten (10%) percent of the
issued and outstanding Common Shares. For purposes of this Section, “insiders” and “security based compensation arrangements” have the meanings given in the Toronto Stock Exchange Company Manual. 



  
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	8.5	 Notwithstanding section 8.3 hereof, the maximum number of Common Shares reserved under the Plan for issuance,
less the options already exercised, cancelled or expired, at any time shall not exceed ten (10%) percent of the number of Common Shares then issued and outstanding. 



 

	8.6	 Notwithstanding section 8.3 hereof, unless the Board otherwise consents in respect of a particular Fiscal Year,
the number of Options that may be granted under the Plan in any one Fiscal Year shall not exceed two (2%) percent of the number of Common Shares issued and outstanding at the time or times the Options are granted. 



 

	8.7	 The Bank’s obligation to issue Common Shares in accordance with the terms of this Plan and any Options
granted hereunder are subject to compliance with any applicable legislation and the rules, regulations and published policies of any regulatory authorities or agencies having jurisdiction over the issuance and distribution of such Common Shares in
such jurisdictions as the Bank may elect to grant Options to Employees. Participants and Employees shall, to the extent applicable, cooperate with the Bank in complying with such legislation, rules, regulations and policies. 



ARTICLE IX Stock Appreciation Rights 
  

	9.1	 Where the Human Resources Committee determines that it is impractical or disadvantageous to Employees or the
Bank to grant Options to such Employees, the Human Resources Committee shall have the discretion to issue Stock Appreciation Rights to such Employees instead of Options on substantially the same terms and conditions as Options granted hereunder,
save and except that the Market Value of a Common Share on the date of exercise of the Stock Appreciation Right will, for the purpose of this Article only, be deemed to be equal to the weighted average trading price of a Common Share on the Toronto
Stock Exchange for the 5 trading days ending on the last trading day immediately prior to the date of exercise. 


  

	9.2	 The Human Resources Committee may, in its sole discretion, grant to each Participant concurrent Stock
Appreciation Rights with the granting of Options to such Participant in the same number and subject to the same exercise conditions as the Options with which such rights are connected. Participants may either exercise Options or the concurrent Stock
Appreciation Rights but may not exercise both. The exercise of concurrent Stock Appreciation Rights shall result in the cancellation of a corresponding number of the Options and the exercise of Options shall result in the cancellation of a
corresponding number of the concurrent Stock Appreciation Rights. 


 ARTICLE X Administration 

 

	10.1	 This Plan shall be administered by the Human Resources Committee. The Committee shall have full and complete
authority to interpret this Plan and to prescribe such rules and regulations and make such other determinations as it deems necessary for the administration of this Plan. Notwithstanding anything to the contrary contained in Article III or Article
IX, the Human Resources Committee is authorized to delegate any of its rights, powers or responsibilities pursuant to Article III or Article IX to the CEO and on such terms and conditions which are not inconsistent with the terms and conditions of
the Plan as it may in its sole discretion determine, including the right to subdelegate, with subsequent advice to the Committee. 


  

	10.2	 The Bank shall maintain a register of all Options granted to, or exercised by any Participant, as well as all
Options that have been terminated and cancelled or expired, as the case may be. 


  

	10.3	 A Participant may request a copy of an excerpt of such register to the extent that the information requested
relates to the Participant’s own personal entitlements under the Plan. 


  

	10.4	 The Bank shall from time to time determine whether any particular Options granted hereunder have become
Exercisable Options in accordance with Article IV hereof and shall advise Participants from time to time of the status of such Options. 


  

	10.5	 The Participant shall provide the Bank with all information (including personal information) required by the
Bank in order to administer the Plan. By participating in the Plan, Participants acknowledge that information required by the Bank in order to administer the Plan may be disclosed to a custodian and other third parties in connection with the
administration of the Plan and Participants consent to such disclosure. 


  

	10.6	 Notwithstanding anything to the contrary in this Plan, the administration of this Plan with respect to Options
and Stock Appreciation Rights granted to the CEO, including the granting of Options and Stock Appreciation Rights to such Employee and the making of any determinations under this Plan with respect thereto, shall be the responsibility of the
independent directors (as defined under applicable securities laws and stock exchange rules) of the Bank. 


 ARTICLE XI General

  

	11.1	 The Plan shall not be construed to create or enlarge any right of any Participant to remain in the employment
or service of the Bank, or any Affiliate of the Bank, nor to interfere in any manner with the right of the Bank, or any Affiliate of the Bank, to discharge any Employee. 



 

	11.2	 No Options granted under the Plan shall be transferable or assignable by the Participant otherwise than by will
or pursuant to the laws of succession and no Options may be exercised by anyone other than the Participant or his or her legal representative during the lifetime of the Participant. Furthermore, no Options may be pledged, encumbered or charged by
the Participant in any manner. 


  

	11.3	 The Plan shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws
of Canada applicable therein. 


  

	11.4	 This Plan shall be binding upon the Bank, its successors and assigns. 



  
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	11.5	 A Participant shall not have any rights as a shareholder of the Bank in respect of the Common Shares related to
an Option until such time as the Common Shares are issued following the exercise of the Option and the payment of the Option Price or following the surrender of the Option, as the case may be. 



 

	11.6	 Participation in the Plan is entirely voluntary, and any decision of an Employee not to participate shall not
affect the Employee’s employment with the Bank or any Affiliate of the Bank. 


  

	11.7	 It is intended that Options issued under the Plan shall not be treated or qualify as “incentive stock
options” under section 422 of the United States Internal Revenue Code of 1986, as amended. 


  

	11.8	 The Human Resources Committee as well as every director, officer and Employee of the Bank will at all times be
indemnified and saved harmless by the Bank from and against all costs, charges and expenses whatsoever, including any income tax liability arising from any such indemnification, which may be sustained or incurred by reason of any action, suit or
proceeding, taken or threatened against the Human Resources Committee, director, officer or Employee (other than by the Bank) for or in respect of any act done or omitted by the Human Resources Committee, director, officer or Employee in respect of
this Plan, such costs, charges and expenses to include any amount paid to settle such action, suit or proceeding or in satisfaction of any judgment rendered therein. 



Rev. February 25, 2020 

  
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